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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Landair Services, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
51475910
- --------------
(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 Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
Page 2 of 10 Pages
CUSIP NO. 51475910 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
731,200
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
731,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
731,200 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.2%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 10 Pages
CUSIP NO. 51475910 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
494,200
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
494,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 10 Pages
CUSIP NO. 51475910 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
237,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
237,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
237,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 10 Pages
CUSIP NO. 51475910 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
494,200
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
494,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.2%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 6 of 10 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Landair Services, Inc. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
430 Airport Dr.
Greenville, TN 37744
ITEM 2 (a) Name of Persons Filing:
---------------------
Princeton Services, Inc.
Fund Asset Management, L.P.
Merrill Lynch Asset Management, L.P.
Merrill Lynch Special Value Fund, Inc.
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
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 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
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:
See Cover Page
<PAGE>
Page 7 of 10 Pages
ITEM 3
Princeton Services, Inc. ("PSI") is a parent holding company in,
accordance with (S) 240.13d-1(b)(ii)(G) of the 1934 Act. 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) are
investment advisers registered under (S) 203 of the Investment Advisers Act
of 1940 (the "Advisers Act"). Merrill Lynch Special Value Fund, 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.
(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
(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
<PAGE>
Page 8 of 10 Pages
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
MLAM and FAM are investment adviser registered under Section 203 of the
Advisers Act and act as investment advisers to investment companies
registered under Section 8 of the Investment Company Act and private
accounts. With respect to securities held by those investment companies
and private accounts, 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. The Fund, 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 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.
---------------------------------------------------------------------
PSI is a corporate managing general partner of Merrill Lynch Asset
Management, L.P. and Fund Asset Management, L.P., each of which
is a registered investment adviser under Section 203 of the Advisers Act.
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
and are held in the ordinary course of business and were not acquired and
are not held 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
and are not held in connection with or as a participant in any transaction
having such purpose or effect.
<PAGE>
Page 9 of 10 Pages
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 4, 1998
Princeton Services, Inc.
/s/ Ira P. Shapiro
- -----------------------------
Name: Ira P. Shapiro
Title: Attorney-In-Fact*
Fund Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ Ira P. Shapiro
- -------------------------
Name: Ira P. Shapiro
Title Attorney-In-Fact**
Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ Ira P. Shapiro
- -------------------------
Name: Ira P. Shapiro
Title Attorney-In-Fact***
Merrill Lynch Special Value Fund, Inc.
/s/ Ira P. Shapiro
- --------------------------
Name: Ira P. Shapiro
Title: Attorney-In-Fact****
- ------------------------------------
<PAGE>
Page 10 of 10 pages
*Signed pursuant to a power of attorney, dated January 26 1998, included
as an Exhibit to this Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc. on February 14, 1998 with respect to
LTX Corporation.
**Signed pursuant to a power of attorney, dated January 26 1998, included
as an Exhibit to this Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc. on February 14, 1998 with respect to
LTX Corporation.
***Signed pursuant to a power of attorney, dated January 26 1998, included
as an Exhibit to this Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc. on February 14, 1998 with respect to
Lattice SemiConductor Corporation.
****Signed pursuant to a power of attorney, dated January 26 1998, included
as an Exhibit to this Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc. on February 14, 1998 with respect to
Planar Systems, Inc.
