UNITED STATES
-------------
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13G
------------
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.__1_____)*
THERAPEUTIC DISCOVERY CORP.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ---------------------------------------------------------------------------
(Title Of Class of Securities)
883376204
---------
(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 1 of 9 PAGES
<PAGE>
- ------------------------- ---------------------------
CUSIP NO. 883376204 13G PAGE 2 of 9 PAGES
---------
- ------------------------- ---------------------------
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
None
NUMBER OF
SHARES ------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 463,559
REPORTING ------------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
463,559
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,559
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
- ------------------------- ---------------------------
CUSIP NO. 883376204 13G PAGE 3 of 9 PAGES
---------
- ------------------------- ---------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
None
NUMBER OF
SHARES ------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 463,339
REPORTING ------------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
463,339
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
463,339
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BD, CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
Item 1 (a) Name of Issuer:
---------------
THERAPEUTIC DISCOVERY CORP.
Item 1 (b) Address of Issuer's Principal Executive Offices:
-------------------------------------------------
P.O. Box 10051
Palo Alto, CA 94303-0860
Item 2 (a) Names of Persons Filing:
------------------------
Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner & Smith
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, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
PAGE 4 of 9 PAGES
<PAGE>
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:
-----------
883376204
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in
accordance with Sec. 240.13d-1(b)(ii)(G). Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S") is a broker-dealer registered under Section
15 of the Securities Exchange Act of 1934.
Item 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to Sec. 240.13d-4, ML&Co. and MLPF&S
(the "Reporting Persons") disclaim beneficial ownership of the securities
of Therapeutic Discovery Corp. 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 of the securities of
Therapeutic Discovery Corp. referred to herein other than in the case of
such held by MLPF&S 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 Cover Pages
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to 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.
---------------------------------------------------------------
MLPF&S has discretionary investment authority in respect of certain
customer accounts holding in the aggregate 200 shares of the common stock of
Therapeutic Discovery Corp. on behalf of persons who 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 Trust Company (New Jersey) ("MLT-NJ"),
a wholly-owned subsidiary of ML&Co. and a bank as defined in section 3(a)(6) of
the Securities Exchange Act of 1934 holds 10 shares of the common stock of
Therapeutic Discovery Corp. on behalf of persons who 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 Asset Management L.P., d/b/a Merrill
Lynch Asset Management ("MLAM"), is a wholly-owned subsidiary of ML&Co. and a
Delaware limited partnership with its principal place of business at 800
Scudders Mill Road, Plainsboro, New Jersey. MLAM 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 1% of the common stock of
Therapeutic Discovery Corp. by virtue of its acting as an investment advisor to
private accounts and investment companies registered under section 8 of the
Investment Company Act of 1940. No such person has an interest that relates
to more than 5% of the class of securities reported herein.
PAGE 5 of 9 PAGES
<PAGE>
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
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 purposes
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.
Merrill Lynch & Co., Inc.
_________________________
Date:
_________________________
Signature:
_________________________
Name: Richard B. Alsop
_________________________
Title: Attorney-in-Fact*
Merrill Lynch, Pierce, Fenner & Smith Incorporated
_________________________
Date:
_________________________
Signature:
_________________________
Name: Richard B. Alsop
_________________________
Title: Attorney-in-Fact**
* Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit B.
** Executed pursuant to a Power of Attorney dated January 12, 1996, a copy of
which is attached hereto as Exhibit C.
PAGE 6 of 9 PAGES
<PAGE>
EXHIBIT A SCHEDULE 13G
-------------------------
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
-----------------------------------------
One of the persons filing this report, Merrill Lynch & Co., Inc., is a
Delaware corporation with its principal place of business at World
Financial Center, North Tower, 250 Vesey Street, New York, New York
("ML&Co."), and a parent holding company pursuant to Sec. 240.13d-
1(b)(1)(ii)(G). The relevant subsidiaries of ML&Co. are Merrill Lynch,
Pierce, Fenner & Smith Incorporated ("MLPF&S"), Merrill Lynch Group, Inc.
("ML Group"), Princeton Services, Inc. ("PSI"), Merrill Lynch Asset
Management L.P. (d/b/a) Merrill Lynch Asset Management ("MLAM"), Merrill
Lynch Trust Company (New Jersey) ("MLT-NJ").
MLPF&S, a Delaware corporation with its principal place of business at
World Financial Center, North Tower, 250 Vesey Street, New York, New York, 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 to be
the beneficial owner of 6.0% of the common stock of Therapeutic Discovery Corp.
ML Group, a Delaware corporation with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New
York, is a wholly-owned direct subsidiary of ML&Co. and a parent holding
company pursuant to Sec. 240.13d-1(b)(1)(ii)(G). ML Group may be deemed to be
the beneficial owner of less than 1% of the common stock of Therapeutic
Discovery Corp. by virtue of its control of its wholly-owned subsidiaries
PSI and MLT-NJ.
MLT-NJ, a wholly-owned subsidiary of ML Group and a bank as defined in
section 3(a)(6) of the Securities Exchange Act of 1934, may be deemed to be the
beneficial owner of less than 1% of the common stock of Therapeutic Discovery
Corp. by virtue of holding and/or managing the investment in such securities on
behalf of other persons.
PSI, a Delaware corporation with its principal place of business at
800 Scudders Mill Road, Plainsboro, New Jersey, is a wholly-owned
subsidiary of ML Group and may be deemed to be the beneficial owner of less
than 1% of the common stock of Therapeutic Discovery Corp. by virtue of
being the general partner of MLAM.
MLAM, is a Delaware limited partnership with its principal place
of business at 800 Scudders Mill Road, Plainsboro, New Jersey and 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 1%
of the common stock of Therapeutic Discovery Corp. by virtue of its acting
as investment advisor to private accounts and investment companies
registered under section 8 of the Investment Company Act of 1940.
Pursuant to Sec. 240.13d-4, ML&Co., MLPF&S, ML Group, PSI, MLAM, MLT-NJ,
disclaim beneficial ownership of the securities of Therapeutic Discovery
Corp. 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 of the securities of Therapeutic Discovery Corp.
other than in the case of ML&Co. and MLPF&S, securities of Therapeutic
Discovery Corp. held by MLPF&S in proprietary accounts.
PAGE 7 of 9 PAGES
<PAGE>
EXHIBIT B SCHEDULE 13G
-------------------------
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 (including, without limitation, Securities
and Exchange Commission Forms 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
PAGE 8 of 9 PAGES
<PAGE>
EXHIBIT C SCHEDULE 13G
-------------------------
POWER OF ATTORNEY
-----------------
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated, (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,
Katherine H. Zrike 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 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, as required under Section
13(f) of the Act and the regulations thereunder, any number, as appropriate,
of original copies or electronic filings of Securities and Exchange Commission
Schedule 13F Reports of Institutional Investment Managers (together with any
amendments thereto), (iii) 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 (including, without limitation, Securities
and Exchange Commission Forms 3, 4 and 5) required to be filed pursuant to
Section 16(a) of the Act and the regulations thereunder and (iv) 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 12th day of January, 1996.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Rosemary T. Berkery
----------------------------
Name: Rosemary T. Berkery
Title: Senior Vice President
PAGE 9 of 9 PAGES
