OMB APPROVAL
EXPIRES: October 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE 14.90
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Micronics Computers, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
59512710
- --------------
(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).
<PAGE>
Page 2 of 9 Pages
CUSIP NO. 59512710 13G
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
790,591
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
790,591
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,591
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 9 Pages
CUSIP NO. 59512710 13G
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
790,500
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
790,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 9 Pages
CUSIP NO. 59512710 13G
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
790,500
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
790,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
790,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.9%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 9 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Micronics Computers, Inc.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
232 East Warren Avenue
Freemont, California 94539-7085
ITEM 2 (a) Name of Persons Filing:
---------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc..
Princeton Services, Inc.
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 Mills Road
Plainsboro, New Jersey 08536
<PAGE>
Page 6 of 9 Pages
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:
59512710
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
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4, ML&Co., ML Group
and PSI (the "Reporting Persons") disclaim beneficial ownership
of the securities of Micronics Computers, Inc. (the "Company") 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 beneficial owner of any
securities of the Company 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 the Cover Pages
(iii) sole power to dispose of or to direct the disposition of:
See Item 7 of Cover Pages
<PAGE>
Page 7 of 9 Pages
(iv) share power to dispose of or 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.
---------------------------------------------------------------
PSI is the general partner of two investment advisers registered under
Section 203 of the Investment Advisers Act of 1940, which act as investment
advisers to investment companies registered under Section 8 of the Investment
Company Act 0f 1940 that hold the reported securities. 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
---------------------------------------------------------
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
<PAGE>
Page 8 of 9 Pages
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 purpose or effect.
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: January 19, 1995
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*
- ------------------------------------
* 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 Group, Inc. et. al. on February 14, 1994 with respect to Dial
REIT Inc.
<PAGE>
Page 9 of 9 Pages
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. ("PSI") a Delaware corporation with
its principal place of business at 800 Scudders Mill Road, Plainsboro,
New Jersey, are parent holding companies pursuant to Rule 240
(S)240 13d-1(b) (1) (ii) (G). Pursuant to the instructions in Item 7 of
Schedule 13G, the relevant subsidiaries of ML&Co. are Merrill Lynch, Pierce,
Fenner & Smith Incorporated, a Delaware Corporation with its principal place of
business at 250 Vesey Street, New York, New York, ("MLPF&S"), ML Group and PSI,
which is the general partner of Merrill Lynch Assset Management, L.P. (d/b/a)
Merrill Lynch Asset Management ("MLAM") and Fund Asset Management, L.P. (b/b/a)
Fund Asset Management ("FAM"). The relevant subsidiary of Merrill Lynch
Group is PSI.
MLFP&S is a wholly-owned subsidiary of ML&Co. and a broker-dealer
registered pursuant to the Securities Exchage Act of 1934. MLPF&S may be
deemed the beneficial owner of less than 5% of the common stock of Micronics
Computers, Inc. (the "Company") as a reuslt of its proprietary trading
activity.
ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be
the beneficial owner of 5.9% of the common stock of the Company 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 5.9% of the common stock of the Company by virtue
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 to be the beneficial owner of less than 5% the common stock
outstanding of the Company as a result of acting as investment adviser to
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 to be the beneficial owner of less than 5% of the common stock
outstanding of the Company as a result of its acting as investment adviser to
investment companies registered under Section 8 of the Investment Company Act
of 1940.
Pursuant to (S)240.13d-4, ML & Co., MLPF&S, ML Group, PSI, MLAM and FAM
disclaim beneficial ownership of the securities of the Company, and the filing
of this Schedule 13G shall not be construed as an admission that any such
entity is, 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 Company.
