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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 )*
Versus Technology, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
925313108
- --------------
(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 13 Pages
CUSIP NO. 925313108 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
2,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 13 Pages
CUSIP NO. 925313108 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
2,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 4 of 13 Pages
CUSIP NO. 925313108 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
2,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 5 of 13 Pages
CUSIP NO. 925313108 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
2,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 6 of 13 Pages
CUSIP NO. 925313108 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Special Value 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
2,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12. TYPE OF REPORTING PERSON*
IV, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 7 of 13 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Versus Technology, Inc.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
2320 W. Aero Park Court
Traverse City, Michigan 49686
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 Special Value 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 Special Value Fund, Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
<PAGE>
Page 8 of 13 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:
925313108
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 Special Value Fund, Inc. (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.,
ML Group, PSI, FAM and the Fund (the "Reporting Persons") disclaim
beneficial ownership of the securities of Versus Technology, 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 9 of 13 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 an investment adviser
to several 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 Special Value 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 13 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: November 19, 1997
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***
- ------------------------------------
* 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.
<PAGE>
Page 11 of 13 Pages
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 Special Value Fund, Inc.
/s/ Richard B. Alsop
- --------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact*****
**** 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 July 10, 1997,
included as Exhibit F to this Schedule 13G.
<PAGE>
Page 12 of 13 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
ML&Co. are ML Group and PSI, which is the general partner of Fund Asset
Management, L.P. (d/b/a) Fund Asset Management ("FAM"). The relevant
subsidiary of ML Group is PSI.
ML&Co., may be deemed to be the beneficial owner of certain of the
reported securities of Versus Technology, Inc. (the "Company") held by
or deemed to be beneficially owned by ML Group.
ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed
to be the beneficial owner of certain of the reported securities 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 certain of the reported securities of the
Company by virtue of its being the general partner of FAM.
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 certain of the reported securities 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.
One registered investment company advised by FAM, Merrill Lynch
Special Value Fund, Inc. (the "Fund"), is the beneficial owner of certain
of the reported securities of the Company.
Pursuant to (S)240.13d-4, ML&Co., ML Group and PSI disclaim
beneficial ownership of the securities of the Company reported 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 securities of the Company.
<PAGE>
Page 13 of 13 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 (including, 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 (including, 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 Special Value 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 10th day of July, 1997.
MERRILL LYNCH SPECIAL VALUE FUND, INC.
By: /s/ Thomas D. Jones, III
- --------------------------------
Name: Thomas D. Jones, III
Title: Secretary
