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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
Cypress Semiconductor Corp.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
23280610
- --------------
(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 12 Pages
CUSIP NO. 23280610 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
818,120
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
818,120
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
818,120
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 12 Pages
CUSIP NO. 23280610 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
170
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
170
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 12 Pages
CUSIP NO. 23280610 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
- -0-
6. SHARED VOTING POWER
- -0-
7. SOLE DISPOSITIVE POWER
- -0-
8. SHARED DISPOSITIVE POWER
- -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- -0-
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
- -0-
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 12 Pages
CUSIP NO. 23280610 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Asset Management, L.P.
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
- -0-
6. SHARED VOTING POWER
- -0-
7. SOLE DISPOSITIVE POWER
- -0-
8. SHARED DISPOSITIVE POWER
- -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- -0-
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
- -0-
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 6 of 12 Pages
CUSIP NO. 23280610 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Growth Fund for Investment and Retirement
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
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
- -0-
6. SHARED VOTING POWER
- -0-
7. SOLE DISPOSITIVE POWER
- -0-
8. SHARED DISPOSITIVE POWER
- -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- -0-
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
- -0-
12. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 7 of 12 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Cypress Semiconductor Corp.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
3901 North First Street
San Jose, CA 95134
ITEM 2 (a) Name of Persons Filing:
---------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc..
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Merrill Lynch Growth Fund for Investment and Retirement
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
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Growth Fund for Investment and Retirement
800 Scudders Mill Road
Plainsboro, New Jersey 08536
<PAGE>
Page 8 of 12 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:
23280610
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). Merrill Lynch Asset Management,
L.P. (d/b/a) Merrill Lynch Asset Management ("MLAM") is an investment adviser
registered under (S) 203 of the Investment Advisers Act of 1940. Merrill
Lynch Growth Fund for Investment and Retirement (the "Fund") 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, ML&Co. and ML Group
(the "Reporting Persons") disclaim beneficial ownership of the securities of
Cypress Semiconductor Corp. (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 Act, the
beneficial owner of any securities of the Company covered by this statement,
other than, in the case of ML&Co. and a broker-dealer subsidiary of ML&Co.,
securities of the Company held in proprietary accounts.
(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 9 of 12 Pages
(iv) shared 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.
--------------------------------------------
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
<PAGE>
Page 10 of 12 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 5, 1996
Merrill Lynch & Co., Inc.
/s/ Richard B. Alsop
- ----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact*
Merrill Lynch Group, Inc.
/s/ Richard B. Alsop
- -----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact**
Princeton Services, Inc.
/s/ Richard B. Alsop
- -----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact***
Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ Richard B. Alsop
- -----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact****
Merrill Lynch Growth Fund for Investment and Retirement
/s/ Richard B. Alsop
- -----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact*****
- ------------------------------------
* Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit B to this Schedule 13G.
** Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit C to this Schedule 13G.
*** Signed pursuant to a power of attorney, dated November 30, 1995, included
as Exhibit D to this Schedule 13G.
**** Signed pursuant to a power of attorney, dated November 30, 1995, included
as Exhibit E to this Schedule 13G.
***** Signed pursuant to a power of attorney, dated November 22, 1995, included
as Exhibit F to this Schedule 13G.
<PAGE>
Page 11 of 12 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 Merrill Lynch, Pierce,
Fenner and Smith ("MLPF&S"), ML Group and PSI, which is the general partner of
Merrill Lynch Asset Management, L.P. (b/d/a) Merrill Lynch Asset Management
("MLAM"). The relevant subsidiary of Merrill Lynch Group is PSI.
MLPF&S, is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer
registered pursuant to the Securities Exchange Act of 1934. MLPF&S may be
deemed the beneficial owner of certain securities of Cypress Semiconductor
Corp. (the "Company") as a result of its proprietary trading activity in
addition to securities held by unit investment trusts for which MLPF&S is the
sponsor.
ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be
the beneficial owner of less than 5% of the common stock of the Company by
virtue of its control of its wholly-owned subsidiary, PSI and certain Merrill
Lynch trust companies, each of which is a wholly-owned subsidiary of ML Group
and a bank as defined in section 3(a)(6) of the Securities and Exchange Act of
1934 (the "Act") and PSI.
PSI, a wholly-owned direct subsidiary of ML Group, has ceased to be deemed
the beneficial owner of the common stock of the Company, previously reported as
being the beneficial owner of by virtue of its control, as general partner to
MLAM.
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
has ceased to be deemed the beneficial owner of the common stock of the Company
previously reported by virtue of its acting as investment adviser to several
investment companies registered under Section 8 of the Investment Company Act
of 1940.
One investment company advised by MLAM, Merrill Lynch Growth Fund for
Investment and Retirement (the "Fund") has ceased to be deemed the beneficial
owner of the common stock of the Company previously reported.
Pursuant to (S)240.13d-4, ML & Co., MLPF&S, ML Group and Merrill Lynch
trust companies 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, other than, in the case of ML&Co. and a broker-dealer subsidiary of
ML&Co, securities of the Company held in proprietary accounts.
<PAGE>
Page 12 of 12 Pages
EXHIBIT B
---------
POWER OF ATTORNEY
The undersigned, Merrill Lynch & Co., Inc. (the "Corporation"), a
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York,
New York, 10281, does hereby make, constitute and appoint Richard B. Alsop,
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual
from time to time elected or appointed as Secretary or an Assistant Secretary
of the Corporation, acting severally, each of whose address is Merrill Lynch
& Co., Inc., World Financial Center, North Tower, New York, New York 10281, as
its true and lawful attorneys-in-fact, for it and in its name, place and stead
(i) to execute on behalf of the Corporation and cause to be filed and/or
delivered, as required under Section 13(d) of the Securities Exchange Act of
1934 (the "Act") and the regulations thereunder, any number, as appropriate,
of original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together
with any amendments and joint filing agreements under Rule 13d-1(f)(1) of the
Act, as may be required thereto) to be filed and/or delivered with respect to
any equity security (as defined in Rule 13d-1(d) under the Act) beneficially
owned by the undersigned and which must be reported by the undersigned pursuant
to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on
behalf of the Corporation and cause to be filed and/or delivered, any number,
as appropriate, of original copies or electronic filings of any forms (inclu-
ding, without limitation, Securities and Exchange Commission Form 3, 4 and 5)
required to be filed pursuant to Section 16(a) of the Act and the regulations
thereunder, and (iii) generally to take such other actions and perform such
other things necessary to effectuate the foregoing as fully in all respects
as if the undersigned could do if personally present. This Power of Attorney
shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of November, 1995.
MERRILL LYNCH & CO., INC.
By: /s/ David H. Komansky
- ----------------------------
Name: David H. Komansky
Title: President and Chief Operating Officer
EXHIBIT C
---------
POWER OF ATTORNEY
The undersigned, Merrill Lynch Group, Inc. (the "Corporation"), a
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York,
New York, 10281, does hereby make, constitute and appoint Richard B. Alsop,
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual
from time to time elected or appointed as Secretary or an Assistant Secretary
of the Corporation, acting severally, each of whose address is Merrill Lynch
& Co., Inc., World Financial Center, North Tower, New York, New York 10281, as
its true and lawful attorneys-in-fact, for it and in its name, place and stead
(i) to execute on behalf of the Corporation and cause to be filed and/or
delivered, as required under Section 13(d) of the Securities Exchange Act of
1934 (the "Act") and the regulations thereunder, any number, as appropriate,
of original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together
with any amendments and joint filing agreements under Rule 13d-1(f)(1) of the
Act, as may be required thereto) to be filed and/or delivered with respect to
any equity security (as defined in Rule 13d-1(d) under the Act) beneficially
owned by the undersigned and which must be reported by the undersigned pursuant
to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on
behalf of the Corporation and cause to be filed and/or delivered, any number,
as appropriate, of original copies or electronic filings of any forms (inclu-
ding, without limitation, Securities and Exchange Commission Form 3, 4 and 5)
required to be filed pursuant to Section 16(a) of the Act and the regulations
thereunder, and (iii) generally to take such other actions and perform such
other things necessary to effectuate the foregoing as fully in all respects
as if the undersigned could do if personally present. This Power of Attorney
shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 17th day of November, 1995.
MERRILL LYNCH GROUP, INC.
By: /s/ Rosemary T. Berkery
- ------------------------------
Name: Rosemary T. Berkery
Title: Vice President and Director
EXHIBIT D
---------
POWER OF ATTORNEY
The undersigned, Princeton Services Inc., a corporation duly organized
under the laws of the State of Delaware, with its principal place of business
at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 does hereby make,
constitute and appoint Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder,
Gregory T. Russo, or Dauna R. Williams, acting severally, each of whose address
is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York,
New York 10281, as its true and lawful attorneys-in-fact, for it and in its
name, place and stead to execute and cause to be filed and/or delivered, as
required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act")
and the regulations thereunder, any number, as appropriate, of original,
copies, or electronic filings of the Securities and Exchange Commission
Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any
amendments and joint filing agreements under Rule 13d-1(f) (1) of the Act, as
may be required thereto) to be filed and/or delivered with respect to any
equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned
by the undersigned and which must be reported by the undersigned pursuant to
Section 13(d) of the Act and the regulations thereunder, and generally to take
such other actions and perform such other things necessary to effectuate the
foregoing as fully in all respects as if the undersigned could do if personally
present. This Power of Attorney shall remain in effect until revoked, in
writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 30th day of November, 1995.
PRINCETON SERVICES INC.
By: /s/ Philip L. Kirstein
- --------------------------------------
Name: Philip L. Kirstein
Title: Director, Senior Vice President
Secretary and General Counsel
EXHIBIT E
---------
POWER OF ATTORNEY
The undersigned, Merrill Lynch Asset Management, L.P. d/b/a Merrill Lynch
Asset Management, a Limited Partnership duly organized under the laws of the
State of Delaware, with its principal place of business at 800 Scudders Mill
Road, Plainsboro, New Jersey 08536 does hereby make, constitute and appoint
Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo,
or Dauna R. Williams, acting severally, each of whose address is Merrill Lynch
& Co., Inc., World Financial Center, North Tower, New York, New York 10281, as
its true and lawful attorneys-in-fact, for it and in its name, place and stead
to execute and cause to be filed and/or delivered, as required under Section
13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations
thereunder, any number, as appropriate, of original, copies, or electronic
filings of the Securities and Exchange Commission Schedule 13D or Schedule
13G Beneficial Ownership Reports (together with any amendments and joint filing
agreements under Rule 13d-1(f) (1) of the Act, as may be required thereto) to
be filed and/or delivered with respect to any equity security (as defined in
Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which
must be reported by the undersigned pursuant to Section 13(d) of the Act and
the regulations thereunder, and generally to take such other actions and
perform such other things necessary to effectuate the foregoing as fully in
all respects as if the undersigned could do if personally present. This Power
of Attorney shall remain in effect until revoked, in writing, by the
undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 30th day of November, 1995.
Merrill Lynch Asset Management, L.P.
d/b/a Merrill Lynch Asset Management
By: Princeton Services, Inc., General Partner
By: /s/ Philip L. Kirstein
- ---------------------------------------------
Name: Philip L. Kirstein
Title: Director, Senior Vice President
Secretary and General Counsel
EXHIBIT F
---------
POWER OF ATTORNEY
The undersigned, Merrill Lynch Growth Fund for Investment and Retirement,
a corporation duly organized under the laws of the State of Massachusetts with
its principal place of business at 800 Scudders Mill Road, Plainsboro, New
Jersey 08536 does hereby make, constitute and appoint Richard B. Alsop,
Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, or Dauna R. Williams,
acting severally, each of whose address is Merrill Lynch & Co., Inc., World
Financial Center, North Tower, New York, New York 10281, as its true and lawful
attorneys-in-fact, for it and in its name, place and stead to execute and cause
to be filed and/or delivered, as required under Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") and the regulations thereunder, any number,
as appropriate, of original, copies, or electronic filings of the Securities
and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership
Reports (together with any amendments and joint filing agreements under Rule
13d-1(f) (1) of the Act, as may be required thereto) to be filed and/or
delivered with respect to any equity security (as defined in Rule 13d-1(d)
under the Act) beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, and generally to take such other actions and perform
such other things necessary to effectuate the foregoing as fully in all
respects as if the undersigned could do if personally present. This Power of
Attorney shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 22nd day of November, 1995.
MERRILL LYNCH GROWTH FUND FOR INVESTMENT AND RETIREMENT
By: /s/ Jerry Weiss
- --------------------------------
Name: Jerry Weiss
Title: Secretary
