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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 )*
Automated Securities Holdings PLC
- -------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares**
- -------------------------------------------------------------------
(Title of Class of Securities)
9900307A
- --------------
(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).
- ---------------------------------
**Each of the ordinary shares set forth on Item 9 of the cover sheets are
beneficially held through ADRs (CUSIP 052877068), Automated Securities
Holdings Capital Finance Ltd. 9 1/2% Convertible Bonds due 7/15/06
(CUSIP VV3034491) and Automated Securities Holdings 6% Convertible Preferred
Stock due 5/31/09 (CUSIP XX3005875). In the aggregate as of December 29, 1995,
Merrill Lynch & Co., Inc. beneficially owned 5,800,000 ADRs, 500,000 shares
of the 6% Convertible Preferred and $2,625,000 principal amount of the 9 1/2%
Convertible Bonds.
This amendment is being filed to include certain positions which were
inadvertently omitted from Amendment No. 2 as previously filed on February
13, 1995 on behalf of Merrill Lynch & Co., Inc. and affiliated entities
reporting aggregate positions held in the ordinary shares of Automated
Securities Holdings, PLC as of December 29, 1995.
<PAGE>
Page 2 of 12 Pages
CUSIP NO. 9900307A 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
12,837,500
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
12,837,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,837,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 12 Pages
CUSIP NO. 9900307A 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
11,600,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
11,600,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,600,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 12 Pages
CUSIP NO. 9900307A 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
11,600,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
11,600,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,600,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 12 Pages
CUSIP NO. 9900307A 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fund 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
NONE
6. SHARED VOTING POWER
10,800,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
10,800,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,800,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 6 of 12 Pages
CUSIP NO. 9900307A 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Phoenix Fund, 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
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
10,800,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
10,800,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,800,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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:
--------------
Automated Securities Holdings PLC
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
The Clock House, The Campus
Hemel Hempstead
Hertfordshire HP2 7TL ENGLAND
ITEM 2 (a) Name of Persons Filing:
---------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc..
Princeton Services, Inc.
Fund Asset Management, L.P.
Merrill Lynch Phoenix Fund, 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
Fund Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Phoenix Fund, Inc.
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:
----------------------------
Ordinary Shares
ITEM 2 (e) CUSIP NUMBER:
9900307A
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). Fund Asset Management, L.P. (d/b/a)
Fund Asset Management ("FAM") is an investment adviser registered under
(S) 203 of the Investment Advisers Act of 1940. Merrill Lynch Phoenix Fund,
Inc. (the "Fund") is an investment company registered under Section 8 under
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., ML Group,
PSI, FAM and the Fund (the "Reporting Persons") disclaim beneficial ownership
of the securities of Automated Securities Holdings PLC (the "Company") refered
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., securities of
the Company held by a broker-dealer subsidiary of ML&Co. in proprietary
trading 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.
--------------------------------------------
Not Applicable
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
FAM is an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940 and acts as investment adviser 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. Merrill Lynch Phoenix
Fund, Inc., a reporting person on this Schedule 13G for which FAM serves as
investment adviser, has an interest that relates to more than 5% of the class
of securities reported herein. 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 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: March 8, 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***
Fund Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ Richard B. Alsop
- -----------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact****
Merrill Lynch Phoenix Fund, Inc.
/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 ML & Co. are Merrill Lynch, Pierce, Fenner &
Smith, Incorporated ("MLPF&S"), ML Group and PSI. PSI is the general partner
of Fund Asset Management, L.P. (d/b/a) Fund Asset Management ("FAM") and
Merrill Lynch Asset Management, L.P. (d/b/a) Merrill Lynch Asset Management
("MLAM"). The relevant subsidiary of ML Group is PSI.
ML&Co. may be deemed to be the beneficial owner of securities of Automated
Securities Holdings PLC (the "Company") by virtue of its control of its wholly
owned subsidiaries MLPF&S and ML Group.
MLPF&S, a Delaware corporation with its principal place of business at
250 Vesey Street, New York, New York is a wholly-owned direct subsidiary of
ML&Co. and a broker-dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934. MLPF&S holds certain of the reported securities of the
Company in proprietary trading accounts.
ML Group, a wholly-owned direct subsidiary of ML&Co., may to be deemed to
be the beneficial owner of 9.7% of the ordinary shares 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 9.7% of the ordinary shares of the Company as by virtue
of its being the general partner of FAM and MLAM.
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 Adviser Act of 1940. FAM may
be deemed to be the beneficial owner of 9.0% of the ordinary shares of the
Company by virtue of its acting as investment adviser to several investment
companies registered under Section 8 of the Investment Company Act of 1940.
One registered investment company advised by FAM, Merrill Lynch Phoenix
Fund, Inc., may be deemed to be the beneficial owner of 9.0% of the ordinary
shares of the Company.
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 Adviser Act of 1940. MLAM may
be deemed to be the beneficial owner of less than 5% of the ordinary shares of
the Company by virtue of its acting as investment adviser to certain private
accounts.
Pursuant to (S)240.13d-4, ML&Co., ML Group, PSI, FAM, MLAM and the Fund
disclaim beneficial ownership of the securities of the Company referred to
herein, 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 ordinary
shares of the Company, other than, in the case of ML&Co., securities of the
Company held by MLPF&S in proprietary trading 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, Fund Asset Management, L.P. d/b/a Fund 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.
Fund Asset Management, L.P.
d/b/a Fund 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 Phoenix Fund, Inc., a corporation duly
organized under the laws of the State of Maryland, 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 PHOENIX FUND, INC.
By: /s/ Robert Harris
- --------------------------------
Name: Robert Harris
Title: Secretary
