OMB APPROVAL
EXPIRES: October 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Key Energy Group, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock**
- -------------------------------------------------------------------
(Title of Class of Securities)
49291410
- --------------
(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 (the "1934 Act") or otherwise subject to the liabilities of that
section of the 1934 Act but shall be subject to all other provisions of the
1934 Act (however, see the Notes).
- -------------------------------------
**The amount in Item 9 of the cover pages may include common stock issuable
upon conversion of 7% Convertible Bonds due 2003 (CUSIP 492914AA). In the
aggregate, Merrill Lynch & Co., Inc. may be deemed to beneficially own
$3,237,000 face amount of 7% Convertible Bonds due 2003.
<PAGE>
Page 2 of 12 Pages
CUSIP NO. 49291410 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
331,999
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
331,999
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,999
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 12 Pages
CUSIP NO. 49291410 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
331,999
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
331,999
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,999
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 12 Pages
CUSIP NO. 49291410 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
331,999
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
331,999
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,999
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 12 Pages
CUSIP NO. 49291410 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
NONE
6. SHARED VOTING POWER
190,256
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
190,256
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,256
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 6 of 12 Pages
CUSIP NO. 49291410 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Convertible Holdings, 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
190,256
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
190,256
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,256
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
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:
--------------
Key Energy Group, Inc.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
Attn: Frances John, President & CEO
Two Tower Center
10th Floor
E. Brunswick, NJ 08816
ITEM 2 (a) Name of Persons Filing:
---------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc..
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Convertible Holdings, 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
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Convertible Holdings, 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:
----------------------------
Common Stock
ITEM 2 (e) CUSIP NUMBER:
49291410
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) of the Securities Exchange Act of 1934
(the "1934 Act"). Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch
Asset Management "MLAM") is an investment adviser registered (S) 203 of the
Investment Advisers Act of 1940 (the "Advisers Act"). Convertible Holdings,
Inc. (the "Fund") is an investment company registered under Section 8 of the
Investment Company Act of 1940 (the "Investment Company Act").
ITEM 4 Ownership
---------
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4 of the 1934 Act,
ML&Co., ML Group, and PSI disclaim beneficial ownership of the securities of
Key Energy Group, Inc. (the "Company") referred to herein, and the filing of
this Schedule 13G shall not be construed as an admission that such persons are,
for the purposes of Section 13(d) or 13(g) of the 1934 Act, the beneficial own-
er 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 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 this 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: May 12, 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***
Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ Richard B. Alsop
- -------------------------
Name: Richard B. Alsop
Title: Attorney-In-Fact****
Convertible Holdings, 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 12 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) of
the Securities Exchange Act of 1934 (the "1934 Act"). 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 Merrill Lynch Asset
Management, L.P. (d/b/a Merrill Lynch Asset Management "MLAM") and 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 Key Energy Group, Inc. (the "Company") as set forth herein,
by virtue of its control of its wholly-owned subsidiary 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 MLAM and FAM.
MLAM is an investment adviser registered under Section 203 of the Invest-
ment Advisers Act of 1940 (the "Advisers Act"). MLAM may be deemed to be the
beneficial owner of certain of the reported securities of the Company as a
result of acting as investment adviser to one or more investment companies
registered under Section 8 of the Investment Company Act of 1940 (the
"Investment Company Act") and/or to one or more private accounts.
Convertible Holdings, Inc. is a registered investment company advised by
MLAM.
FAM is an investment adviser registered under Section 203 of the
Investment Advisers Act. FAM may be deemed to be the beneficial owner of
certain reported securities of the Company as a result of acting as investment
adviser to one or more investment companies registered under Section 8 of the
Investment Company Act and/or to one or more private accounts.
Pursuant to (S)240.13d-4 of the 1934 Act, ML&Co., ML Group and PSI dis-
claim 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 1934 Act,
the beneficial owner of any of the securities of the Company.
<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, Convertible Holdings, 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.
CONVERTIBLE HOLDINGS, INC.
By: /s/ Mark B. Goldfus
- --------------------------------
Name: Mark B. Goldfus
Title: Secretary
