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OMB APPROVAL
OMB NUMBER 3235-0145
EXPIRES: OCTOBER 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE........14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._______)*
Morrison Knudsen Corp.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
618447106
-----------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement. [x]. (A
fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 618447106 13G Page 2 of 11 Pages
----------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING ORGANIZATION
None
6 SHARED VOTING POWER
2,516,850
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,516,850
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,516,850
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 618447106 13G Page 3 of 11 Pages
---------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
2,477,354
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,477,354
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,477,354
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 618447106 13G Page 4 of 11 Pages
---------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Princeton Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
2,265,567
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,265,567
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,265,567
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 618447106 13G Page 5 of 11 Pages
---------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Asset Management, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
2,265,567
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
2,265,567
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,265,567
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Morrison Knudsen Corp.
Item 1 (b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
Morrison Knudsen Plaza
P.O. Box 73
Boise, ID 83729
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
------------------------------------------------------------
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch Group, Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Princeton Services, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Page 6 of 11 pages
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Item 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
----------------------------
Common Stock
Item 2 (e) CUSIP Number:
------------
618447106
Item 3
Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML
Group") and Princeton Services, Inc. ("PSI") are parent holding companies, in
accordance with (S) 240.13d-1(b)(1)(ii)(G). Merrill Lynch Asset Management,
L.P. (d/b/a Merrill Lynch Asset Management) ("MLAM") is an investment adviser
registered under (S) 203 of the Investment Advisers Act of 1940.
Item 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML & Co., ML
Group, PSI and MLAM (the "Reporting Persons") disclaim beneficial ownership of
the securities of Morrison Knudsen Corp. (the "Issuer") referred to herein, and
the filing of this Schedule 13G shall not be construed as an admission that the
Reporting Persons are, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934 (the "Act"), the beneficial owner of any
securities of the Issuer covered by this statement, other than in the case of
ML&Co. certain securities of the Issuer held in proprietary accounts of its
broker-dealer subsidiary.
(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
Page 7 of 11 pages
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(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
--------------------------------------------
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
MLAM is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 and acts as an investment adviser to investment
companies registered under Section 8 of the Investment Company Act of 1940.
With respect to securities held by those investment companies, several persons
have the right to receive, or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities. No such person's interest
relates to more than 5% of the class of securities herein.
Item 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding
-------------------------------------------------------------
Company.
-------
See Exhibit A
Item 8 Identification and Classification of Members of the Group.
---------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group.
-------------------------------
Not Applicable
Item 10 Certification.
-------------
By signing below each of the undersigned certifies that, to the best
of their knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Page 8 of 11 pages
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Signature.
- ---------
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February , 1994 Merrill Lynch & Co., Inc.
/s/ David L. Dick
-------------------------------
Name: David L. Dick
Title: Assistant Secretary
Merrill Lynch Group, Inc.
/s/ David L. Dick
-------------------------------
Name: David L. Dick
Title: Secretary
Princeton Services, Inc.
/s/ David L. Dick
-------------------------------
Name: David L. Dick
Title: Attorney-in-Fact*
Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ David L. Dick
-------------------------------
Name: David L. Dick
Title: Attorney-in-Fact*
________________
* Signed pursuant to a power of attorney, dated February 10, 1994, included as
an exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Dial
REIT Inc.
Page 9 of 11 pages
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EXHIBIT A TO SCHEDULE 13G
-------------------------
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
-----------------------------------------
Three of the persons filing this report, Merrill Lynch & Co., Inc., a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), Merrill
Lynch Group, Inc., a Delaware corporation with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New York
("ML Group"), and Princeton Services, Inc., a Delaware corporation with its
principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey
("PSI"), are holding companies in accordance with (S) 240.13d-1(b)(1)(ii)(G).
The relevant subsidiaries are set forth below.
ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to
be the beneficial owner of 7.9% of the common stock of Morrison Knudsen Corp.
(the "Issuer") by virtue of its control of its subsidiaries, PSI and Merrill
Lynch Bank (Suisse) S.A. and various trust company subsidiaries.
PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be
the beneficial owner of 7.2% of the common stock of the Morrison Knudsen Corp.
(the "Issuer") by virtue of its being the general partner of Merrill Lynch Asset
Management, L.P. (d/b/a Merrill Lynch Asset Management) ("MLAM").
MLAM, a Delaware limited partnership with its principal place of
business at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940.
MLAM may be deemed the beneficial owner of 7.2% of the common stock of the
Issuer as a result of its acting as investment adviser to several investment
companies registered under Section 8 of the Investment Company Act of 1940. No
one investment company advised by MLAM owns more than 5% of the common stock of
the Issuer.
Bank Suisse, a bank organized and existing under the laws of
Switzerland, is an indirect wholly-owned subsidiary of ML Group and is treated,
pursuant to a "no action" letter issued to ML&Co. dated Novemberr 24, 1993 from
the staff of the Division of Corporation Finance of the Securities and Exchange
Commission, as an instituional investor within the meaning of (S) 240.13d-
1(b)(1)(ii)(A)-(G) for purposes of Schedule 13G reporting. Bank Suisse may be
deemed to beneficially own certain of the securities reported herein.
Finally, certain Merrill Lynch trust companies, each of which is a
wholly-owned subsidiary of ML Group and a bank as defined in section 3(a)(6) of
the Exchange Act, may be deemed to be the beneficial owners of certain of the
securities reported herein.
Page 10 of 11 pages
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Pursuant to (S) 240.13d-4, ML&Co., MLPF&S, ML Group, PSI, MLAM, Bank
Suisse and the trust companies disclaim beneficial ownership of the securities
of the Issuer referred to herein, and the filing of this Schedule 13G shall not
be construed as an admission that any of them are, for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of
any securities of the Issuer covered by this statement, except in the case of
ML&Co. and MLPF&S, those securities held by MLPF&S in proprietary accounts.
Page 11 of 11 pages
