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. 7)*
ENSCO International, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
26874Q10
- --------------
(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 8 Pages
CUSIP NO. 26874Q10 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
11,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
11,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,000 (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
7.9%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 8 Pages
CUSIP NO. 26874Q10 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
11,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
11,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 8 Pages
CUSIP NO. 26874Q10 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
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
11,000,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
11,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.9%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 8 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
ENSCO International, Inc. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
2700 Fountain Place
1445 Ross Avenue
Dallas, TX 75202-2792
ITEM 2 (a) Name of Persons Filing:
---------------------
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:
-----------------------------------------------------------
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 Growth Fund
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 8 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. 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.
(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 the 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 8 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 report herein. No other person has an interest that
relates to more than 5% of the class of securities report 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
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 8 PagesSignature.
- ---------
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 8, 1999
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 Growth Fund
/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 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 Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc., on February 14, 1998 with respect to
Lattice SemiConductor Corp.
***Signed pursuant to a power of attorney, dated January 26, 1998, included
as an exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc., on February 14, 1998 with respect to
Simon DeBartolo Group.
