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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
IMC Global, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock**
- -------------------------------------------------------------------
(Title of Class of Securities)
44966910
- --------------
(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 ("1934 Act") or otherwise subject to
the liabilities of that section of the 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 the conversion of Convertible Preferred Stock (CUSIP 590188751) and
the exercise of Warrants (CUSIP 44966118). In the aggregate Merrill Lynch
& Co., Inc. may be deemed to beneficially own 13,306,579 shares of common
stock, 128,825 shares of Convertible Preferred stock and 1,251,262 warrants.
<PAGE>
Page 2 of 13 Pages
CUSIP NO. 44966910 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
14,670,752
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
14,670,752
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,670,752
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 3 of 13 Pages
CUSIP NO. 44966910 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
14,564,237
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
14,564,237
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,564,237
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 4 of 13 Pages
CUSIP NO. 44966910 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
14,558,248
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
14,558,248
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,558,248
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.4%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 5 of 13 Pages
CUSIP NO. 44966910 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
14,058,248
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
14,058,248
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,058,248
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.9%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 6 of 12 Pages
CUSIP NO. 44966910 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Growth Fund
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
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
12,375,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
12,375,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,375,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%
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:
--------------
IMC Global, Inc.
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
2100 Sanders Road
Northbrook, IL 60062
ITEM 2 (a) Name of Persons Filing:
---------------------
Merrill Lynch & Co., Inc.
Merrill Lynch Group, Inc.
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Merrill Lynch Growth Fund
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 Mills Road
Plainsboro, New Jersey 08536
Merrill Lynch Asset Management, L.P.
800 Scudders Mills Road
Plainsboro, New Jersey 08536
Merrill Lynch Growth Fund
800 Scudders Mills 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:
44966910
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 1934 Act.
Merrill Lynch Asset Management, L.P.(d/b/a) Merrill Lynch Asset
Management ("MLAM") is an investment adviser registered under (S) 203
of the Investment Advisers Act of 1940 (the "Advisers Act"). Merrill
Lynch Growth Fund (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, ML&Co.,
ML Group, PSI and MLAM disclaim beneficial ownership of the securities of
IMC Global, 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 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.
---------------------------------------------------------------
MLAM is an investment adviser registered under Section 203 of the
Advisers Act and acts as an investment adviser to several investment
companies registered under Section 8 of the Investment Company Act of
1940 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 MLAM serves as investment adviser,
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: January 9, 1998
Merrill Lynch & Co., Inc.
/s/ Andrea Lowenthal
- ----------------------------
Name: Andrea Lowenthal
Title: Attorney-In-Fact*
Merrill Lynch Group, Inc.
/s/ Andrea Lowenthal
- -----------------------------
Name: Andrea Lowenthal
Title: Attorney-In-Fact**
Princeton Services, Inc.
/s/ Andrea Lowenthal
- -----------------------------
Name: Andrea Lowenthal
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
Merrill Lynch Asset Management, L.P.
By: Princeton Services, Inc. (General Partner)
/s/ Andrea Lowenthal
- -------------------------
Name: Andrea Lowenthal
Title Attorney-In-Fact****
Merrill Lynch Growth Fund
/s/ Andrea Lowenthal
- --------------------------
Name: Andrea Lowenthal
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 11, 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)
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 Merrill Lynch, Pierce, Fenner & Smith Incorporated,
a Delaware corporation with its principal place of business at
250 Vesey Street, New York, New York, ("MLPF&S"), ML Group and PSI.
PSI is the general partner of Merrill Lynch Asset Management, L.P.
(d/b/a) Merrill Lynch Asset Management ("MLAM") and Fund Asset
Mangement, 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 IMC Global, Inc. (the "Company") held by or deemed
to be beneficially owned by its control of its wholly-owned subsidiaries
MLPF&S and ML Group.
MLPF&S, a broker-dealer registered under Section 15 of the 1934 Act, and a
wholly-owned subsidiary of ML&Co., holds certain of the reported securities of
the Company in proprietary trading accounts and may be deemed to be the
beneficial owner of certain of the reported securities of the Company held in
customer accounts over which MLPF&S has discretionary power.
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 (ii) its wholly-owned subsidiary, PSI and (ii)
one or more Merrill Lynch trust companies, each of which is a wholly-owned
subsidiary of ML Group and a bank as defined in Section 3(a)(6) of the 1934
Act.
One or more Merrill Lynch trust companies or institutions, each of which
is a bank as defined in Section 3(a)(6) of the 1934 Act, may be deemed the
beneficial owner of certian of the reported securities of the Company held
by customers in accounts over which such companies or institutions has
discretionary authority.
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, 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. 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
and/or to one or more private accounts.
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 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.
One registered investment company advised by MLAM, Merrill Lynch Growth
Fund, is the beneficial owner of certain of the reported securities of the
Company and is a reporting person.
Pursuant to (S)240.13d-4 of the 1934 Act, ML&Co., ML Group, PSI, MLAM
and FAM 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 1934 Act, 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 (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, Merrill Lynch Growth Fund
a business trust duly organized under the laws of the Commonwealth of
Massachusetts, 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 11th day of July, 1997.
MERRILL LYNCH GROWTH FUND
By: /s/Ira P. Shapiro
- -------------------------------
Name: Ira P. Shapiro
Title: Secretary