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EXPIRES: October 31, 1994
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
Engle Homes Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock**
- -------------------------------------------------------------------
(Title of Class of Securities)
29289610
- --------------
(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 reflects common stock
issuable upon conversion of 7% subordinated notes due 2003 (CUSIP 292896AA5).
In the aggregate, Merrill Lynch & Co., Inc. may be deemed to beneficially
own $6,150,000 principal amount of the 7% subordinated notes due 2003.
<PAGE>
Page 2 of 9 Pages
CUSIP NO. 29289610 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
439,285
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
439,285
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,285
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 9 Pages
CUSIP NO. 29289610 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
439,285
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
439,285
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,285
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 9 Pages
CUSIP NO. 29289610 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
439,285
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
439,285
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,285
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
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:
--------------
Engle Homes Inc.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
123 Northwest 13th Street
Suite 300
Boca Raton, FL 33432
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 Mill 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:
29289610
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 Engle Homes 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 acts as the general partner of Merrill Lynch Asset Management, L.P.
(d/b/a) Merrill Lynch Asset Management ("MLAM") and Fund Asset Management, L.P.
(d/b/a) Fund Asset Managmeent ("FAM"), each of which 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 commpanies, several person 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 other person has an interest that 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: March 1, 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. a Delaware corporation with its
principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey,
("PSI") are parent holding companies pursuant to (S)240 13d-1(b) (1) (ii) (G).
The relevant subsidiaries of Merrill Lynch & 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 Manangement, L.P. (b/d/a) Fund
Asset Management ("FAM"). The relevant subsidiary of Merrill Lynch
Group is PSI.
ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be
the beneficial owner of 6.1% of the common stock of Engle Homes Inc. (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 6.1% 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 adiver
registered under Section 203 of the Investment Advisers Act of 1940. MLAM
may be deemd the beneficial owner of 2.8% of the common stock outstanding of
the Company as a result of 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 securities
of the Company.
FAM, a Delaware limited partnership with its principal place of business
at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment adiver
registered under Section 203 of the Investment Advisers Act of 1940. FAM
may be deemd the beneficial owner of 3.3% of the common stock outstanding of
the Company as a result of 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 FAM owns more than 5% of the securities
of the Company.
Pursuant to (S)240.13d-4, ML & Co., 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.
