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)*
Industrie Natuzzi, SpA
- -------------------------------------------------------------------
(Name of Issuer)
Ordinary Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
45647810**
- --------------
(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 CUSIP number provided is assigned to the American Depository Receipts
representing shares of ordinary stock of the Issuer. The ordinary shares
reported herein by the reporting person are held in the form of American
Depository Receipts.
<PAGE>
Page 2 of 7
CUSIP NO. 45647810 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercury Asset Management Group, Ltd.
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
England
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
1,959,376
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
1,959,376
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,959,376 (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
3.6%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 7
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Industrie Natuzzi, SpA (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
Via Iazzitiello 47
70029 Santeramo
Italy, L6
ITEM 2 (a) Name of Persons Filing:
---------------------
Mercury Asset Management Group, Ltd.
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
33 King William Street
London EC4R9AS
England
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 4 of 7
ITEM 3
If this statement is filed pursuant to Rules 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) [X] Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see 13d-1(b)(1)(ii)(F),
(g) [X] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G);
see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
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.
--------------------------------------------
If this statement is being filed to report the fact that as of the 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].
<PAGE>
Page 5 of 7
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not applicable.
ITEM 7 Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent Holding Company.
---------------------------------------------------------------------
See Exhibit B
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 6 of 7
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 9, 1999
Mercury Asset Management Group, Ltd.
/s/ Ira P. Shapiro
- -----------------------------
Name: Ira P. Shapiro
Title: Attorney-In-Fact*
- ------------------------------------
*Signed pursuant to a power of attorney, dated November 6, 1998, included
as Exhibit A to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co, Inc., with respect to British Biotech plc.
<PAGE>
Page 7 of 7
EXHIBIT B
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
The relevent subsidiaries of Mercury Asset Management Group, Ltd. are:
(i) Mercury Asset Management, Ltd., a corporation primarily engaged in the
business of managing portfolio investments for its investment clients
organized under the laws of England; (ii) Mercury Fund Managers Limited, a
corporation primarily engaged in the business of managing portfolio
investments for its investment clients organized under the laws of England;
(iii) Merrill Lynch Mercury Asset Management Japan Ltd., a corporation
primarily engaged in the business of managing portfolio investments for its
investment clients organized under the laws of Japan; (iv) Mercury Asset
Management Channel Islands, Ltd., a corporation primarily engaged in the
business of managing portfolio investments for its clients organized under
the laws of Jersey Channel Island; (v) Mercury Asset Management International,
Ltd., a corporation primarily engaged in the business of managing portfolio
investments for its investment clients organized under the laws of England;
and (vi) Mercury Asset Management KAG, a corporation primarily engaged in the
business of managing portfolio investments for its investment clients organized
under the laws of Germany.
