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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Scientific Games Holdings Corp.
- -------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
8087410
- --------------
(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 9
CUSIP NO. 8087410 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))**
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
1,285,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
1,285,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,285,000 (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
10.73%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
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CUSIP NO. 8087410 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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
1,235,000
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
1,235,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,235,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.32%
12. TYPE OF REPORTING PERSON*
IA, PN
*SEE INSTRUCTION BEFORE FILING OUT!
<PAGE>
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SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Scientific Games Holdings Corp. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
1500 Bluegrass Lakes Parkway
Alpharetta, GA 30201
ITEM 2 (a) Name of Persons Filing:
---------------------
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
Merrill Lynch Global Allocation Fund, Inc.
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
World Financial Center, North Tower
250 Vesey Street
New York, NY 10381
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
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Page 5 of 9
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) [X] 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.
--------------------------------------------
Not applicable.
<PAGE>
Page 6 of 9
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
---------------------------------------------------------------
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
The Merrill Lynch Asset Management Group ("AMG") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly owned asset management
subsidiaries. Certain of these subsidiaries hold certain shares of the
security which is the subject of this report. (See Item 7).
ITEM 7 Identification and Classification of the Subsidiary Which
---------------------------------------------------------
Acquired the Security Being Reported on by the Parent Holding Company.
---------------------------------------------------------------------
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
The Merrill Lynch Asset Management Group ("AMG") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management
subsidiaries. The following asset management subsidiaries hold certain
shares of the common stock, which is the subject of this 13G filing:
Merrill Lynch Asset Management, L.P.
ITEM 8 Identification and Classification of Members of the Group.
----------------------------------------------------------
Not Applicable
ITEM 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
<PAGE>
Page 7 of 9
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.
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 28, 1999
Merrill Lynch & Co, Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
/s/ Jerry Weiss
- -----------------------------
Name: Jerry Weiss
Title: Attorney-In-Fact*
Merrill Lynch Global Allocation Fund, Inc.
/s/ Jerry Weiss
- --------------------------
Name: Jerry Weiss
Title: Attorney-In-Fact**
- ------------------------------------
*Signed pursuant to a power of attorney, dated January 25, 1999, included
as Exhibit B to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch Asset
Management Group ("AMG")) on January 28, 1999 with respect to Creative
Technology, Limited.
**Signed pursuant to a power of attorney, dated January 22, 1999, included
as Exhibit B to this Schedule 13G.
<PAGE>
Page 8 of 9
EXHIBIT A
Merrill Lynch Asset Management Group of ML&Co. ("AMG") is comprised of the
following legal entities: Merrill Lynch Asset Management, L.P. doing business
as Merrill Lynch Asset Management ("MLAM") including the Merrill Lynch Capital
Management Group and Hotchkis and Wiley divisions thereof; Fund Asset
Management, L.P., doing business as Fund Asset Management ("FAM");
Merrill Lynch Asset Management U.K. Limited ("MLAM UK"); Merrill Lynch (Suisse)
Investment Management Limited ("MLS"); Mercury Asset Management International
Limited ("MAMI"); Mercury Asset Management, Ltd.; Mercury Asset Management,
Ltd. in Australia; Mercury Asset Management, Ltd. in the Isle of Man; Mercury
Asset Management Channel Islands, Ltd.; Mercury Asset Management Pte, Ltd.;
Mercury Asset Management Asia Limited; Mercury Asset Management KAG; Munich
London Investment Management, Ltd.; Merrill Lynch Asset Management (Hong Kong)
Limited; Merrill Lynch Mercury Asset Management Japan Limited; Atlas Asset
Management, Inc.; Merrill Lynch Investment Management Canada, Inc.,; Merrill
Lynch Asset Management (India) Limited; PT Merrill Lynch Indonesia; Merrill
Lynch Phatra Securities Co., Ltd.; Merrill Lynch Global Asset Management,
Limited; Mercury Asset Management Channel Islands, Limited; Mercury Asset
Management International Channel Islands Limited; Grosvenor Venture Managers,
Limited; Mercury Fund Managers, Limited; and N.B.K. Investment Management,
Limited. Each of MLAM, FAM, MLAM UK, MLS, and MAMI is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, which
acts as investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940. Each other firm
constituting part of AMG is an investment adviser operating under the laws
of a jurisdiction other than the United States. The investment advisers that
comprise AMG exercise voting and investment powers over portfolio securities
independently from other direct and indirect subsidiaries of ML&Co.
<PAGE>
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EXHIBIT B
Power of Attorney
The undersigned, Merrill Lynch Global Allocation Fund, Inc., a corporation duly
organized under the laws of the state of Maryland, with its principal place of
business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536, does hereby
make, constitute and appoint Michael J. Hennewinkel, Jerry Weiss, Ira P.
Shapiro and Thomas D. Jones, III, acting severally, each of whose address is
800 Scudders Mill Road, Plainsboro, New Jersey 08536, 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
on this 22 day of January, 1999.
MERRILL LYNCH GLOBAL ALLOCATION FUND, INC.
By: ________________________________________
Name: Arthur Zeikel
Title: Chairman & Director
