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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Burlington Industries, Inc.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
12169310
- --------------
(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 12 Pages
CUSIP NO. 12169310 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
2,700,436
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,700,436
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,436 (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
4.74%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 3 of 12 Pages
CUSIP NO. 12169310 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
2,700,436
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,700,436
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,436 (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
4.74%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 4 of 12 Pages
CUSIP NO. 12169310 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
2,700,436
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,700,436
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,436 (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
4.74%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 5 of 12 Pages
CUSIP NO. 12169310 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
2,700,436
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,700,436
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,436
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.74%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 6 of 12 Pages
CUSIP NO. 12169310 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
2,600,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
2,600,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.57%
12. TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
Page 7 of 12 Pages
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Burlington Industries, Inc. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
3330 West Friendly Ave.
Greensboro, NC 27410
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 Global Allocation Fund, Inc.
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, NY 10281
Merrill Lynch Group, Inc.
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281
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
<PAGE>
Page 8 of 12 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:
See Cover Page
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 Securities
Exchange Act of 1934 (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 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
<PAGE>
Page 9 of 12 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].
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Not applicable.
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
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 10 of 12
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 21, 1999
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/ 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*****
<PAGE>
Page 11 of 12
- ------------------------------------
*Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit B to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co., Inc., on January 15, 1998 with respect
to Burlington Industries, Inc.
**Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit C to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co., Inc., on January 15, 1998 with respect
to Burlington Industries, Inc.
***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 November 12, 1998, included
as an exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Princeton Services, Inc., on November 12, 1998 with respect
to CAI Wireless Systems, Inc.
<PAGE>
Page 12 of 12
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"). The relevant subsidiaries of ML&Co. are ML Group and PSI, which is
the general partner of Fund Asset Management, 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 Alpha Industries, Inc. (the "Company") held by or deemed to be
beneficially owned by ML Group.
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 as
set forth herein by virtue of its control of its wholly-owned subsidiary,
PSI.
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 as
set forth herein by virtue of its being the general partner of FAM.
FAM is an investment adviser registered under Section 203 of the
Investment Advisers Act. FAM may be deemed to be the beneficial owner of
certain of the reported securities of the Company as set forth herein as a
result of its 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 FAM, Merrill Lynch Special
Value Fund, Inc., is the owner of certain of the reported securities of the
Company as set forth herein and is a reporting person.
Pursuant to (S)240.13d-4 of the 1934 Act, ML & Co., ML Group, PSI 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 of 1934, the beneficial owner of any securities of the
Company.
