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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. 1 )*
Applied Bioscience International, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
03791710
- --------------
(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).
<PAGE>
Page 2 of 9 Pages
CUSIP NO. 03791710 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
2,347,100
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,347,100
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,347,100
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 9 Pages
CUSIP NO. 03791710 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
2,345,400
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,345,400
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,345,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 9 Pages
CUSIP NO. 03791710 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
2,343,900
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,343,900
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,343,900
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3%
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:
--------------
Applied Bioscience International, Inc.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
4350 North Fairfax Drive
Arlington, VA 22203-1627
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:
03791710
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 Applied Bioscience International, 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 a general partnership of certain 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 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 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: February 10, 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).
Pursuant to the instructions in Item 7 of Schedule 13G, the relevant
subsidiaries of Merrill Lynch & 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 Asset Management, L.P. (d/b/a) Merrill
Lynch Asset Management ("MLAM"). The relevant subsidiary of Merrill Lynch
Group is PSI.
MLPF&S, a wholly-owned direct subsidiary of ML&Co. and a broker-dealer,
may be deemed to be the beneficial owner of securities of Applied Biosciences
International, Inc. (the "Company") held in customer accounts over which MLPF&S
has discretionary power or held by unit investment trusts for which MLPF&S is
the sponsor.
Merrill Lynch Bank Suisse, S.A., a bank organized and existing under the
laws of Switzerland, is an indirect wholly-owned subsidiary of ML Group and is
traded, pursuant to a "no action" letter issued to ML&Co. dated November 24,
1993 from the staff of the Division of Corporation Finance of the Securities
and Exchange Commission, as an institutional 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.
ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be
the beneficial owner of 8.3% of the common stock of the Company by virtue of
its control of its PSI, a wholly-owned direct subsidiary of ML Group and
Merrill Lynch Bank (Suisse) S.A. ("Bank Suisse"), an indirect wholly-owned
subsidiary of ML Group and a bank organized and existing under the laws of
Switzerland, which is treated, pursuant to a "no action" letter issued to
ML&Co. dated November 24, 1993 from the staff of the Division of Corporation
Finance of the Securities and Exchange Commission, as an institutional
investor within the meaning of Section 240.13d-1(b)(1)(ii)(A)-(G) for purposes
of Schedule 13G reporting.
PSI may be deemed to be the beneficial owner of 8.3% of the common stock of
the Company by virtue of its being 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").
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% of the common stock of
the Company by virtue of its 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 6.5% of the common stock of
the Company by virtue 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, Bank Suisse, PSI,
MLAM and FAM the 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.
