<PAGE>
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.__1)*
-
Forstmann & Co.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title Of Class of Securities)
346592702
- --------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (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. 346592702 13G PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Asset Management, L.P. (as successor to
Merrill Lynch Investment Management, 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
None
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Zero
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 346592702 13G PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fund Asset Management, L.P. (as successor to Fund Asset
Management, 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
200,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
200,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
12 TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 346592702 13G PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Pheonix Fund, 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
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
None
6 SHARED VOTING POWER
200,000
7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
200,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.6%
12 TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
Forstmann & Co.
Item 1 (b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
1185 Avenue of Americas
New York, NY 10036
Item 2 (a) Names of Persons Filing:
-----------------------
Merrill Lynch Asset Management, L.P.
Fund Asset Management, L.P.
Merrill Lynch Phoenix Fund, Inc.
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
------------------------------------------------------------
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Phoenix Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Item 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
----------------------------
Common Stock
Page 5 of 9 Pages
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Item 2 (e) CUSIP Number:
------------
346592702
Item 3
Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset
Management ("MLAM")) and Fund Asset Management, L.P. ("FAM") are investment
advisers registered under (S) 203 of the Investment Advisers Act of 1940.
Merrill Lynch Phoenix Fund, Inc. is an investment company registered under
Section 8 of the Investment Company Act of 1940.
Item 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, MLAM, FAM and
Merrill Lynch Phoenix Fund, Inc. (the "Reporting Persons") disclaim beneficial
ownership of the securities of Forstmann & Co. 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 Forstmann & Co. covered by this statement.
(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
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
Page 6 of 9 Pages
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(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.
--------------------------------------------
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not Applicable
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 7 of 9 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 14, 1994 Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ David L. Dick
--------------------------------
Name: David L. Dick
Title: Attorney-in-Fact*
Fund Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ David L. Dick
--------------------------------
Name: David L. Dick
Title: Attorney-in-Fact**
Merrill Lynch Phoenix Fund, Inc.
/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.
** 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 Matrix
Service Company.
Page 8 of 9 Pages
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EXHIBIT A TO SCHEDULE 13G
-------------------------
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
-----------------------------------------
Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset
Management) ("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 0% of the common stock outstanding of
Forstmann & Co. as a result of acting as investment adviser to several
investment companies registered under Section 8 of the Investment Company Act of
1940.
Fund Asset Management L.P. ("FAM"), 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. FAM may be deemed the beneficial owner of 3.6% of the
common stock outstanding of Forstmann & Co. as a result of acting as investment
adviser to an investment company registered under Section 8 of the Investment
Company Act of 1940 that hold 3.6% of the common stock of Forstmann & Co. No
other investment company advised by FAM owns securities of Forstmann & Co.
