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 )*
PLD Telekom, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock **
- -------------------------------------------------------------------
(Title of Class of Securities)
69340T10
- --------------
(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).
** The amount in Item 9 of the cover pages may include common stock
issuable upon the conversion of a 9% Convertible Bond (due 6/1/06)
(CUSIP 71623PAC) and the exercise of Warrants (CUSIP 71623PAA). In
the aggregate Princeton Services, Inc., may be deemed to beneficially
own 1,698,200 shares of common stock, $19,200,000 Convertible Bond and
2,533,000 Warrants.
<PAGE>
Page 2 of 9 Pages
CUSIP NO. 69340T10 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
7,013,856
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
7,013,856
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,013,856 (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
18.9%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 9 Pages
CUSIP NO. 69340T10 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
7,013,856
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
7,013,856
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,013,856
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.9%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 9 Pages
CUSIP NO. 69340T10 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Global Allocation 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
6,854,991
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
6,854,991
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,854,991
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.5%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 9 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
PLD Telekom, Inc. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
680 Fifth Avenue, 24th Floor
New York, NY 10019
ITEM 2 (a) Name of Persons Filing:
---------------------
Princeton Services, Inc.
Merrill Lynch Asset Management, L.P.
Merrill Lynch Global Allocation 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
Merrill Lynch Asset Management, L.P.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Merrill Lynch Global Allocation 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 6 of 9 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. Merril Lynch Asset
Management, L.P. (d/b/a) Merril Lynch Asset Management ("MLAM") is an
investment adviser registered under (S) 203 of the Investment Advisers Act of
1940 (the "Advisers Act"). Merrill Lynch Global Allocation 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 7 of 9 Pages
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 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 MLAM 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.
---------------------------------------------------------------------
PSI is a corporate managing general partner of Merrill Lynch Asset
Management, L.P., 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 8 of 9 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: February 2, 1998
Princeton Services, Inc.
/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 Global Allocation Fund, Inc.
/s/ Ira P. Shapiro
- --------------------------
Name: Ira P. Shapiro
Title: Attorney-In-Fact***
- ------------------------------------
*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.
<PAGE>
Page 9 of 9 Pages
EXHIBIT A
POWER OF ATTORNEY
The undersigned, Merrill Lynch Global Allocation Fund, Inc. a corporation
dully 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 Ira P. Shapiro, acting severally,
whose address is Merrill Lynch Asset Management, L.P., 800 Scudders Mill
Road, Plainsboro, New Jersey 08536, as its true and lawful attorney-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 aggreements under
Rule 13d-1(f) (1) of the Act, as may be required thereto) to be filed
and/or delivered with respect ot 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 threunder, and generally to take such other actions
and perform such other things necessary to effectuate the foregoing as
fully in all respect as if the undersigned could do if personally present.
The 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 26th day of January, 1998.
MERRILL LYNCH GLOBAL ALLOCATION FUND, INC.
By: /s/James W. Harshaw, III
- --------------------------
Name: James W. Harshaw, III
Title: Secretary
