MERRILL LYNCH & CO INC
SC 13G, 1997-07-31
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                UNITED STATES 
                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 
 
                                 SCHEDULE 13G 
 
                  UNDER THE SECURITIES EXCHANGE ACT OF 1934 
 
                             (AMENDMENT NO. 1 )* 
                                          --- 
 
                               The Bibb Company 
- ---------------------------------------------------------------------- 
                               (Name of Issuer) 
 
                         Common Stock, $.01 par value 
- ---------------------------------------------------------------------- 
                         (Title of Class Securities) 
 
                                  088667100 
                    ----------------------------------- 
                                (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).
 
<TABLE> 
<CAPTION> 
 
<S>      <C>                                                <C> 
 
CUSIP NO. 465679108                  13G                     PAGE 2  OF 5 PAGES 
          ---------                                              ---   --- 
 
- ------------------------------------------------------------------------------------------------------------------------
1        NAME OF REPORTING PERSON 
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
 
         Merrill Lynch & Co., Inc. 
         IRS No. 13-2740599 
- ------------------------------------------------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                     (a) / / 
                                                                                              (b) /x/ 
- ------------------------------------------------------------------------------------------------------------------------
3        SEC USE ONLY

- ------------------------------------------------------------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION 

         Delaware
- ------------------------------------------------------------------------------------------------------------------------
    NUMBER OF          5        SOLE VOTING POWER 

      SHARES                    -0-
                   -----------------------------------------------------------------------------------------------------

   BENEFICIALLY        6        SHARED VOTING POWER 

     OWNED BY                   2,404,485
                   -----------------------------------------------------------------------------------------------------

      EACH             7        SOLE DISPOSITIVE POWER 

    REPORTING                   -0- 
                   -----------------------------------------------------------------------------------------------------

     PERSON            8        SHARED DISPOSITIVE POWER 

      WITH                      2,404,485 
- ------------------------------------------------------------------------------------------------------------------------

9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

         2,404,485
- ------------------------------------------------------------------------------------------------------------------------

10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*                                  / / 

- ------------------------------------------------------------------------------------------------------------------------ 

11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 

         23.9%
- ------------------------------------------------------------------------------------------------------------------------
 
12       TYPE OF REPORTING PERSON* 

         HC
- ------------------------------------------------------------------------------------------------------------------------

</TABLE> 
 
                     *SEE INSTRUCTION BEFORE FILLING OUT 
 
                                 Schedule 13G 
                                 ------------ 
 
 
Item 1. 
  (a)     Name of Issuer 
          The Bibb Company 
  (b)     Address of Issuer's Principal Executive Offices  
          100 Galleria Parkway 
          17th Floor 
          Atlanta, Georgia 30339 
 
Item 2. 
  (a)     Name of Person Filing 
          Merrill Lynch & Co., Inc. 
 
  (b)     Address of Principal Business Office or, if none, Residence 
          World Financial Center, North Tower 
          250 Vesey Street 
          New York, NY 10281 
 
  (c)     Citizenship 
          Delaware 
 
  (d)     Title of Class of Securities 
          Common Stock, $.01 par value (the "Common Stock") 
 
  (e)     CUSIP Number 
          088667100 
 
Item 3.  If  this statement is filed pursuant to  Rule 13d-1(b), or 13d-2(b), 
check whether the person filing is a: 
  (a)     / /Broker or Dealer registered under Section 15 of the Act 
  (b)     / /Bank as defined in section 3(a)(6) of the Act 
  (c)     / /Insurance Company as defined in section 3(a)(19) of the Act 
  (d)     / /Investment Company registered under section 8 of the Investment  
             Company Act 
  (e)     / /Investment Adviser registered under section 203 of the 
             Investment Advisors Act of 1940 
  (f)     / /Employee Benefit Plan, Pension Fund which is subject to the 
             provision of the Employee Retirement Income Security Act of 1974 
             or Endowment Fund; see Section240.13d-1(b)(1)(ii)(F) 
  (g)     /x/Parent Holding Company, in accordance with Section240.13d-1(b)(1)
             (ii)(G) (Note: See Item 7) 
  (h)     / /Group, in accordance with Section240.13d-1(b)(1)(ii)(H) 
 
Item 4.  Ownership: 
 
  (a)     Amount Beneficially Owned 
          2,404,485 
 
  (b)     Percent of Class 
          23.9% 
 
  (c)     Number of shares as to which such person has: 
            (i)  sole power to vote or to direct the 
                 vote -0- 
                      ------------------------------------------- 
           (ii)  shared power to vote or to direct the 
                 vote 2,404,485 
                      ------------------------------------------- 
          (iii)  sole power to dispose or to direct the 
                 disposition of -0- 
                                --------------------------------- 
           (iv)  shared power to dispose or to direct the 
                 disposition of 2,404,485 
                                --------------------------------- 
 
     The filing  of this  schedule by Merrill  Lynch &  Co., Inc.  ("ML&Co.") 
shall  not  be construed  as an  admission  that ML&Co.  is, for  purposes of 
Sections 13(d) or  13(g) of the Securities  Exchange Act of 1934,  as amended 
(the "Exchange Act"), the beneficial owner  of any securities covered by this 
schedule.  In  addition, ML&Co. disclaims beneficial ownership  of the Common 
Stock of The Bibb Company beneficially owned by Merrill Lynch, Pierce, Fenner  
 & Smith Incorporated ("MLPF&S")  and by the Merrill Lynch  Phoenix Fund, Inc. 
("ML Pheonix Fund").   MLPF&S disclaims beneficial ownership of any shares of 
which  ML&Co. of ML Phoenix Fund  may be deemed to  be beneficial owners.  ML 
Phoenix Fund disclaims beneficial ownership of any  shares or which ML&Co. or 
MLPF&S may be deemed to be beneficial owners. 
 
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 
 
          Not Applicable.

Item 7.   Identification and Classification of the Subsidiary  Which Acquired 
          the Security Being Reported on by the Parent Holding Company 
 
     MLPF&S,   a  wholly-owned  subsidiary  of  ML&Co.,  is  a  broker-dealer 
registered under Section 15 of the Exchange Act, and is the  beneficial owner 
of 2,073,779 shares of  the Common Stock.   ML Phoenix Fund is an  investment 
company registered under  the Investment Company Act of  1940, the investment 
advisor  of which is a limited partnership of which the general partner is an 
indirect, wholly  owned subsidiary of  ML & Co. and  ML Phoenix Fund,  is the 
beneficial  owner of 330,706 shares of the Common  Stock.  Each of MLPF&S and 
ML Phoenix  Fund has  the power  to receive,  and to direct  the receipt  of, 
dividends from, or the proceeds from the sale of, the Common Stock. 
 
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 I certify that,  to the best of my 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, I certify that the  information set forth in this statement 
     is true, complete and correct. 
 
Date: July 31, 1997 
 
 
                                   Merrill Lynch & Co., Inc.
 
 
                                   /s/ Richard B. Alsop
                                   ------------------------------
                                      Richard B. Alsop* 
                                      Attorney-In-Fact  
 
 
 
           *  Signed pursuant to a power of attorney, dated November 17, 1995,
     included as Exhibit B to  the Schedule 13G filed by Merrill Lynch & Co.,
     Inc. for Walden Residential Properties,  Inc. and incorporated herein by
     reference.  
 



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