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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Cliffs Drilling Co.
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(Name of Issuer)
Common Stocks**
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(Title Of Class of Securities)
18682C100
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(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).
** The amount reflected in Item 9 of the cover pages may include Common
Stock issuable upon conversion of 2-3/8% Convertible Preferred Stock (CUSIP
18682C209). In the aggregate, Merrill Lynch & Co. beneficially owns
189,700 shares of Common Stock and 29,000 shares of Convertible Preferred
Stock.
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CUSIP NO. 18682C100 13G Page 2 of 9 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 POWER
None
6 SHARED VOTING POWER
244,623
7 SOLE DISPOSITIVE POWER
NONE
8 SHARED DISPOSITIVE POWER
244,623
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,623
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
5.3
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 18682C100 13G Page 3 of 9 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
244,623
7 SOLE DISPOSITIVE POWER
NONE
8 SHARED DISPOSITIVE POWER
244,623
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,623
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
5.3
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 18682C100 13G Page 4 of 9 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
244,623
7 SOLE DISPOSITIVE POWER
NONE
8 SHARED DISPOSITIVE POWER
244,623
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,623
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
5.3
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
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Cliffs Drilling Co.
Item 1 (b) Address of Issuer's Principal Executive Offices:
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300 CitiCorp Center
Houston, Texas 77002
Item 2 (a) Names of Persons Filing:
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Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Princeton Services, Inc.
Item 2 (b) Address of Principal Business Office, or, if None, Residence:
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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
Item 2 (c) Citizenship:
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See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
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Common Stock
Item 2 (e) CUSIP Number:
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18682C100
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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)(ii)(G).
Item 4 Ownership
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(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to section 240.13d-4, ML&Co., ML
Group and PSI (the "Reporting Persons") disclaim beneficial ownership of the
securities of Cliffs Drilling 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 Cliffs Drilling
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
(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.
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Not Applicable
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Item 6 Ownership of More than Five Percent on Behalf of Another Person.
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PSI is the general partner of Merrill Lynch Asset Management, L.P.
("MLAM") and Fund Asset Management L.P. ("FAM"). MLAM and FAM are investment
advisers registered under Section 203 of the Investment Advisers Act of 1940 and
act as investment advisers 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 reported herein.
Item 7 Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent Holding
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Company.
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See Exhibit A
Item 8 Identification and Classification of Members of the Group.
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Not Applicable
Item 9 Notice of Dissolution of Group.
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Not Applicable
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Item 10 Certification.
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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.
Signature.
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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 & Co., Inc.
/s/David L. Dick
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Name: David L. Dick
Title: Assistant Secretary
Merrill Lynch Group, Inc.
/s/David L. Dick
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Name: David L. Dick
Title: Secretary
Princeton Services, Inc.
/s/David L. Dick
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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.
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EXHIBIT A TO SCHEDULE 13G
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ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
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The three 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, 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, are holding
companies in accordance with section 240.13d-1(b)(1)(ii)(G). The relevant
subsidiaries of ML&Co. are ML Group and PSI, which is the general partner of
Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management)
("MLAM") and Fund Asset Management, L.P. ("FAM"). The relevant subsidiary of ML
Group is PSI.
ML Group, a wholly-owned direct subsidiary of ML&Co, may be deemed to
be the beneficial owner of 5.3% of the securities of Cliffs Drilling Co. by
virtue of its control of its wholly-owned subsidiary, PSI.
PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be
the beneficial owner of 5.3% of the securities of Cliffs Drilling Co. by virtue
of its control of its being the general partner of MLAM and FAM.
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 less than 5% the common stock
outstanding of Cliffs Drilling Co. as a result of acting as investment adviser
to several investment companies registered under Section 8 of the Investment
Company Act of 1940.
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 less than 5% of the common stock
outstanding of Cliffs Drilling Co. as a result of acting as investment adviser
to several investment companies registered under Section 8 of the Investment
Company Act of 1940.
Pursuant to section 240.13d-4, ML&Co., ML Group, PSI, MLAM and FAM
disclaim beneficial ownership of the securities of Cliffs Drilling Co., and the
filing of this Schedule 13G shall not be construed as an admission that any of
the such entities are for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities of the Issuer.
