SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sun International Hotels, Ltd.
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(Name of Issuer)
Common Stock
- -------------------------------------------------------------------
(Title of Class of Securities)
2857851**
- --------------
(CUSIP NUMBER)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
*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 "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).
**Represents "SEDOL" number, as CUSIP number not assigned
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CUSIP NO. 2857851** 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
NONE
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
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CUSIP NO. 2857851** 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MERRILL LYNCH CAPITAL 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
NONE
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
NONE
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
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14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
--------------
Sun International Hotels, Ltd. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
1415 East Sunrise Boulevard
10th Floor
Fort Lauderdale, FL 33304
ITEM 2 (a) Name of Persons Filing:
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Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Asset Management Group ("AMG"))
MERRILL LYNCH CAPITAL 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 CAPITAL FUND, INC.
800 Scudders Mill Road
Plainsboro, NJ 08536
ITEM 2 (c) Citizenship:
-----------
See Item 4 of Cover Pages
ITEM 2 (d) Title of Class of Securities:
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Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
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ITEM 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
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 of 1940,
(e) [X] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F),
(g) [X] Parent Holding Company or Control Person in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813),
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4 Ownership
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(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 or to direct the disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
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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.
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Not Applicable
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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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
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ITEM 10 Certification
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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 or with 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: February 1, 2000
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 CAPITAL FUND, INC.
- -----------------------------
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 Technologies.
**Signed pursuant to a power of attorney dated January 21, 2000, included as
Exhibit B to this Schedule 13G.
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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"), Hotchkis and Wiley, QA Advisers,
LLC ("QA"), Merrill Lynch Quantitative Advisers, Inc. and Mercury Asset
Management Advisors 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 M
H; 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.; DSP 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
("MAMCI"); Mercury Asset Management International Channel Is
es 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.
Power of Attorney
The undersigned, Merrill Lynch Capital 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 stea
hedule 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 effe
y 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
21 day of January, 2000.
MERRILL LYNCH CAPITAL FUND, INC.
By: /s/ Terry K. Glenn
Name: Terry K. Glenn
Title: President & Director
