<PAGE>
THIS FILING ON EDGAR IS A RESTATEMENT
OF A FILING PREVIOUSLY MADE WITH THE SECURITIES
AND EXCHANGE COMMISSION IN PAPER FORMAT.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
Lamonts Corporation
__________________________________________________________________________
(Name of Issuer)
Common Stock
__________________________________________________________________________
(Title of Class of Securities)
513628206
_________________________________________
(CUSIP Number)
Jerry Weiss, Vice President and Compliance Director
P.O. Box 9011, Princeton, New Jersey 08543-9011 Phone (609) 282-1727
__________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 30, 1992
_________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement /X/. (A
fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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 ("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).
This Schedule 13D is being filed on behalf of Merrill Lynch Phoenix Fund (the
"Fund"), Fund Asset Management, Inc. ("FAMI"), Merrill Lynch Investment
Management, Inc. doing business as Merrill Lynch Asset Management ("MLAM"),
Merrill Lynch Group, Inc. ("ML Group") and Merrill Lynch & Co., Inc. ("ML &
Co."). FAMI is the investment adviser to the Fund and is a registered
investment adviser under the Investment Advisers Act of 1940. Shares
reported held by FAMI include shares held by the Fund. FAMI is a subsidiary
of MLAM. MLAM is also a registered investment adviser under the Investment
Advisers Act of 1940 and is a subsidiary of ML Group. Shares reported held
by MLAM include shares held by the Fund and FAMI. Shares reported held by
ML Group include shares held by the Fund, FAMI and MLAM. ML Group is a
subsidiary of ML & Co. Shares reported held by ML & Co. include shares held
by the Fund, FAMI, MLAM and ML Group.
<PAGE>
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Investment Management, Inc. d/b/a Merrill Lynch Asset
Management (MLAM)
13-2855705
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS*
00
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT /X/
TO ITEMS 2(d) or 2(e)
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
__________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
___________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,717,988 (See Item 5)
___________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
___________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 595,210 (See Item 2)
__________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,210
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IA
__________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2(a)
<PAGE>
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fund Asset Management, Inc. (FAMI)
13-2897616
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS*
00
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT /X/
TO ITEMS 2(d) or 2(e)
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
__________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
___________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,717,988 (See Item 5)
___________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
___________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 595,210 (See Item 2)
__________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,210
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IA
__________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2(b)
<PAGE>
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Phoenix Fund, Inc. 13-3114958
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS*
00
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT /X/
TO ITEMS 2(d) or 2(e)
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
__________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
___________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,717,988 (See Item 5)
___________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
___________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 595,210 (See Item 2)
__________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,210
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IV
__________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2(c)
<PAGE>
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch Group, Inc.
13-3408205
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS*
00
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT /X/
TO ITEMS 2(d) or 2(e)
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
__________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
___________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,717,988 (See Item 5)
___________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
___________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 595,210 (See Item 2)
__________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,210
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC
__________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2(d)
<PAGE>
__________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
13-2740599
__________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
__________________________________________________________________________
3 SEC USE ONLY
__________________________________________________________________________
4 SOURCE OF FUNDS*
00
__________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT /X/
TO ITEMS 2(d) or 2(e)
__________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
__________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES N/A
___________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,717,988 (See Item 5)
___________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING N/A
___________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 595,210 (See Item 2)
__________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,210
__________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
__________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
__________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC
__________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2(e)
<PAGE>
Item 1. Security and Issuer
- - ------ -------------------
This statement on Schedule 13D (this "Statement") relates to the Common
Stock, par value $.01 per share ("Common Stock"), of Lamonts Corporation, a
Delaware corporation ("Lamonts"). The principal executive offices of Lamonts
are located at 3650 131st Avenue, S.E., Bellevue, Washington 98006.
Item 2. Identity and Background
- - ------ -----------------------
(a)-(c) This statement is being filed on behalf of Merrill Lynch & Co.,
Inc., a Delaware corporation ("ML & Co."), Merrill Lynch Group, Inc., a
Delaware corporation ("ML Group"), Merrill Lynch Investment Management, Inc.
d/b/a Merrill Lynch Asset Management, a Delaware corporation ("MLAM"), Fund
Asset Management, Inc., a Delaware corporation ("FAMI"), and Merrill Lynch
Phoenix Fund, Inc., a Maryland corporation (the "Fund").
Both MLAM and FAMI are investment advisers registered under the
Investment Advisers Act of 1940, as amended. FAMI is a wholly-owned
subsidiary of MLAM and serves as investment adviser for the Fund pursuant to
an investment advisory agreement. The Fund is an investment company
registered under the Investment Company Act of 1940, as amended. MLAM is a
wholly-owned subsidiary of Merrill Lynch Group, Inc., a Delaware corporation
("ML Group"), which in turn is a wholly-owned subsidiary of Merrill Lynch &
Co., Inc., a Delaware corporation ("ML & Co.").
The following documents, filed by ML & Co. with the Securities and
Exchange Commission ("SEC") (File No. 1-7182) and incorporated herein by
reference as set forth in Exhibit 1 to this filing, describe the operations
of ML & Co.: Item 1 to ML & Co.'s Annual Reports, filed on Form 10-K for the
fiscal years ended in December 1991, 1990, 1989, 1988 and 1987 (collectively,
the "Form 10-Ks").
ML & Co. and ML Group are each holding companies which, through their
subsidiaries and affiliates, provide investment, financing, real estate,
insurance and related services. The business address and principal office
address of both ML Group and ML & Co. is World Financial Center, North Tower,
New York, New York 10281.
MLAM and FAMI are engaged in the business of rendering investment
advisory and supervisory services to investment companies registered under
the Investment Company Act of 1940. MLAM and FAMI additionally serve as
discretionary investment advisers for certain private accounts. The business
address and principal office address of each of MLAM, FAMI and the Fund is
800 Scudders Mill Road, Plainsboro, New Jersey 08536.
Attached hereto as Schedule 1 (including Schedules 1(a) - 1(d),
collectively referred to herein as "Schedule 1") and
3
<PAGE>
incorporated herein by reference is a table setting forth all the executive
officers and directors of ML & Co., ML Group, MLAM, FAMI and the Fund,
listing the business address, principal occupation and citizenship of each
such person.
(d) During the last five years, neither ML & Co., ML Group, MLAM, FAMI
or the Fund, nor any of the persons listed on Schedule 1 hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither ML Group, MLAM, FAMI nor the
Fund, has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with the respect of such laws.
ML & Co. has, during the past five years, been a party to civil
proceedings of judicial or administrative bodies as a result of which it was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or findings of violations with respect to such laws.
Those proceedings are identified and described, and the terms of any judgment
summarized, in Item 3 of the Form 10-Ks.
ML & Co. believes that the information so incorporated herein by
reference fully discloses all material information concerning litigation
involving it under state or federal securities laws. However, there may be
additional private civil actions in the past 5 years which are not set forth
herein or in the information incorporated by reference where an adverse
judgment was entered against ML & Co. and in which there may have been
implicit or explicit findings of violations of state or federal securities
laws.
To the knowledge of ML & Co., ML Group, MLAM, FAMI and the Fund, none
of the persons listed in Schedule 1 has, during the last 5 years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they were or are subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or findings
of violations with respect to such laws, other than those proceedings
described in Item 3 of the Form 10-Ks.
(f) Each of the persons listed in Schedule 1 is a citizen of the United
States.
4
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
- - ------ -------------------------------------------------
The Master Recapitalization Agreement of Lamonts Corporation dated as
of August 21, 1992, by and among Lamonts, Lamonts Apparel, Inc. and certain
other parties as amended by Amendment No. 1 to Master Recapitalization
Agreement dated as of October 28, 1992 (the "Master Recapitalization
Agreement"), a copy of which is annexed as Exhibit 2 to this Statement, was
consummated on October 30, 1992. Upon the consummation of the Master
Recapitalization Agreement, the Fund received an aggregate of 595,210 shares
of Common Stock (after giving effect to the 1-for-30 stock split contemplated
by the Master Recapitalization Agreement) in exchange for an aggregate
principal amount of $5,000,000 of 13-1/2 Senior Subordinated Guaranteed Notes
(the "Notes") due February 15, 1995 beneficially owned by the Fund. The
Master Recapitalization Agreement is hereby incorporated herein by reference.
Item 4. Purpose of Transaction
- - ------ ----------------------
The Fund originally acquired the Notes and will hold the 595,210 shares
of Common Stock issued pursuant to the Master Recapitalization Agreement, for
investment purposes only. The receipt of such shares upon consummation of
the Master Recapitalization Agreement and pursuant to the terms of the
Stockholders' Agreement referred to below, entitled the Fund, together with
certain other holders of Common Stock, to designate two members of the Board
of Directors of Lamonts.
Concurrently with the consummation of the Master Recapitalization
Agreement, the Fund entered into a Stockholders' Voting Agreement (the
"Stockholders' Agreement") pursuant to which the parties to the Stockholders'
Agreement agreed to vote all of the securities of Lamonts owned by such
parties in favor of the slate of nominees to the Board of Directors of
Lamonts designated in accordance with the provisions of such Stockholders'
Agreement. A copy of the Stockholders' Agreement is attached hereto as
Exhibit 3 and is hereby incorporated herein by reference.
The Stockholders' Agreement provides, among other things, that the Board
of Directors of Lamonts will initially consist of 11 persons of which (i) AIF
II, L.P. or its affiliates ("AIF") designated six persons (two of which are
independent "outside" directors, unaffiliated with AIF and certain other
parties to the Stockholders' Agreement), (ii) management of Lamonts
designated two persons, (iii) Morgens Waterfall Vintiadis & Co., Inc., the
Fund, Pacific Standard Life Insurance Company, New Street Capital Corporation
and T. Rowe Price Associates or their respective affiliates, together acting
by vote of a majority of the Common Stock held by such entities, designated
two persons and (iv) The Thompson Company, during the term of its Consulting
Agreement with Lamonts designated and will continue to designate, one
5
<PAGE>
person. Leonard M. Snyder, Chief Executive Officer of Lamonts, will have the
right to exercise an aggregate of two vetoes per year over AIF's "outside"
directors designees. In addition, Executive Life Insurance Company of New
York ("ELNY"), for so long as it beneficially owns at least 25% of the Common
Stock of Lamonts held by ELNY upon consummation of the Master
Recapitalization Agreement, will have the right to exercise one veto per year
over AIF's "outside" director designee.
The parties to the Stockholders' Agreement also covenanted to vote,
during the term of such Stockholders' Agreement, all securities owned by such
parties as required to maintain the composition of the Board of Directors of
Lamonts as designated in accordance with the provisions of such Stockholders'
Agreement.
As a result of the Stockholders' Agreement, the parties thereto may be
deemed to constitute a "group" within the meaning of Rule 13d-5, and as such,
each member of the group would be deemed to beneficially own all shares of
Common Stock held, in the aggregate, by all group members.
The Fund, FAMI, MLAM, ML Group, ML & Co. and the persons listed on
Schedule 1 hereto may acquire further shares of Common Stock or may, at any
time, sell or otherwise dispose of all or any part of the Common Stock
beneficially owned by them, or take any other action with respect to Lamonts
or any of its debt or equity securities in any manner permitted by law.
Except as disclosed in this Item 4, the Fund, FAMI, MLAM, ML Group, ML & Co.
and the persons listed on Schedule 1 hereto have no current plans or
proposals which relate or would result in any of the events described in
Items (a) through (j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
- - ------ ------------------------------------
(a) - (b) Pursuant to the Master Recapitalization Agreement, the Fund
acquired 595,210 shares of Common Stock or 6.7% of the outstanding Common
Stock of Lamonts Corporation. By virtue of its shared authority to dispose
or direct the disposition of the shares of Common Stock owned by or on behalf
of the Fund, FAMI may be deemed to own beneficially all such shares. Such
authority is subject to the Fund's right at any time to terminate the
advisory relationship and revoke the discretionary authority and to the
general supervision of the Fund's Board of Directors. By virtue of their
corporate relationships to FAMI as described in Item 2 of this Schedule 13D,
MLAM, ML Group and ML & Co. may also be deemed to beneficially own the
595,210 shares acquired by the Fund.
Pursuant to and upon the consummation of the Master Recapitalization
Agreement, the Fund entered into a Stockholders' Agreement. As a result of
the Stockholders' Agreement, the parties thereto may be deemed to constitute
a "group" within the
6
<PAGE>
meaning of Rule 13d-5 under the Securities and Exchange Act of 1934, as
amended, and as such, each member of the group would be deemed to own
beneficially all shares of Common Stock held, in the aggregate, by all group
members. Attached as Appendix A to Item 5 are the names of the other members
of the group of which the Fund may be deemed to be a member. The group may
be deemed to own beneficially an aggregate of 8,717,100 shares of Common
Stock or 98% of the Common Stock. The Stockholders' Agreement contains
certain provisions relating to the voting of shares of Common Stock owned by
the members of the group as described in Item 4 hereto. The Fund, FAMI,
MLAM, ML Group and ML & Co. disclaim beneficial ownership of the shares held
by the other members of the group.
(c) There have been no reportable transactions with respect to the
Common Stock within the last 60 days by the Fund, FAMI, MLAM, ML Group, ML
& Co. and the persons listed on Schedule 1 hereto except for the acquisition
of beneficial ownership of the shares of Common Stock being reported on this
Statement.
(d) National Westminster Bank, as custodian for the Fund, has the right
to receive dividends paid with respect to, and proceeds from the sale of, the
shares owned by the Fund. No other person is known to have such right or the
right to direct receipt of dividends paid with respect to, or the proceeds
of the sale of, such shares, except that the shareholders of the Fund
participate proportionately in any dividends and distributions so paid.
(e) Not applicable.
Item 6. Contracts, Agreements, Understandings or Relationships
- - ------
with Respect to the Securities of the Issuer
------------------------------------------------------
The responses to Items 3, 4, and 5 are incorporated herein by reference.
Pursuant to the Master Recapitalization Agreement, the Fund entered into an
Equity Registration Rights Agreement, a copy of which is attached hereto as
Exhibit 4, which twill entitle holders of certain equity securities of
Lamonts to have such securities registered under federal and state securities
laws. The Equity Registration Rights Agreement is hereby incorporated herein
by reference.
Other than the Master Recapitalization Agreement, Stockholders'
Agreement and the Equity Registration Rights Agreement, there are no other
contracts, arrangements, understandings, or relationships with respect to the
securities of Lamonts to which the Fund is a party or by which the Fund is
bound.
7
<PAGE>
Item 7. Material to be Filed as Exhibits
- - ------ --------------------------------
(1) List of Documents filed with the SEC by ML & Co. (File No. 1-7182)
(2) Master Recapitalization Agreement as Amended by Amendment No. 1
(3) Form of Stockholders' Agreement
(4) Form of Equity Registration Rights Agreement
8
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Date: November , 1992
---------------------
Merrill Lynch Investment, Inc. d/b/a
Merrill Lynch Asset Management
------------------------------------
By: /s/ Philip L. Kirstein
-------------------------------------
Name: Philip L. Kirstein
Title: Director, Senior Vice
President, General Counsel
and Secretary
Fund Asset Management, Inc.
---------------------------
By: /s/ Philip L. Kirstein
-------------------------------------
Name: Philip L. Kirstein
Title: Director, Senior Vice
President, General Counsel
and Secretary
Merrill Lynch Phoenix Fund, Inc.
--------------------------------
By: /s/ Robert Harris
-------------------------------------
Name: Robert Harris
Title: Secretary
9
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
Listed below are the directors and executive officers of Merrill Lynch Asset
Management, all of whom are citizens of the U.S.A. The principal occupation
of each of the directors and executive officers is as an employee of Merrill
Lynch Asset Management, and the business address of each is 800 Scudders Mill
Road, Plainsboro, New Jersey 08536.
Name Position(s)
---- -----------
Arthur Zeikel President and Director
Terry K. Glenn Executive Vice President and
Director
Philip L. Kirstein Senior Vice President, Director,
General Counsel and Secretary
Bernard J. Durnin Senior Vice President
Edgar C. Geiger Senior Vice President
Vincent R. Giordano Senior Vice President
Norman R. Harvey Senior Vice President
N. John Hewitt Senior Vice President
Ronald M. Kloss Senior Vice President
Stephen M.M. Miller Senior Vice President
Joseph T. Monagle Senior Vice President
Gerald M. Richard Senior Vice President and
Treasurer
Richard L. Rufener Senior Vice President
Ronald L. Welburn Senior Vice President
Anthony Wiseman Senior Vice President
<PAGE>
SCHEDULE I (a)
EXECUTIVE OFFICERS AND DIRECTORS
Listed below are the directors and executive officers of Fund Asset
Management, Inc., all of whom are citizens of the U.S.A. The principal
occupation of each of the directors and executive officers is as an employee
of Merrill Lynch Asset Management, and the business address of each is 800
Scudders Mill Road, Plainsboro, New Jersey 08536.
Name Position(s)
---- -----------
Arthur Zeikel President and Director
Terry K. Glenn Executive Vice President and
Director
Bernard J. Durnin Senior Vice President
Edgar C. Geiger Senior Vice President
Vincent R. Giordano Senior Vice President
Norman R. Harvey Senior Vice President
N. John Hewitt Senior Vice President
Philip L. Kirstein Senior Vice President, Director,
General Counsel and Secretary
Ronald M. Kloss Senior Vice President
and Controller
Joseph T. Monagle Senior Vice President
Gerald M. Richard Senior Vice President and
Treasurer
Ronald L. Welburn Senior Vice President
<PAGE>
SCHEDULE I (b)
EXECUTIVE OFFICERS AND DIRECTORS
Listed below are the interested directors and executive officers of Merrill
Lynch Phoenix Fund, Inc., all of whom are citizens of the U.S.A. The
principal occupation of each of the directors and executive officers is as
an employee of Merrill Lynch Asset Management, and the business address of
each is 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
Name Position(s)
---- -----------
Arthur Zeikel President and Director
Terry K. Glenn Executive Vice President
Norman R. Harvey Senior Vice President
Robert J. Martorelli Vice President
Gerald M. Richard Treasurer
Robert Harris Secretary
<PAGE>
In addition, the following individuals are non-interested directors of the
Merrill Lynch Phoenix Fund, Inc.:
Walter Mintz
Cumberland Associates
1114 Avenue of the Americas
New York, N.Y. 10036
Melvin R. Seiden, President
Siblane Properties, Ltd.
780 Third Avenue, 25th Floor
Suite 2502
New York, N.Y. 10017
Dr. Harry Woolf
The Institute for Advanced Study
Olden Lane
Princeton, N.J. 08540
Stephen B. Swensrud
Fernwood Associates
Suite 400
24 Federal Street
Boston MA 02110
<PAGE>
SCHEDULE 1 (c)
MERRILL LYNCH GROUP, INC. - OFFICERS AND DIRECTORS
Directors Address
- - --------- -------
Theresa Lang 225 Liberty Street
World Financial Center
South Tower
New York, NY 10080-6107
Frank M. Macioce, Jr. 250 Vesey Street
World Financial Center
North Tower
New York, NY 10281-1334
Stanley Schaefer 225 Liberty Street
World Financial Center
South Tower
New York, NY 10080-6107
Frank T. Vayda 250 Vesey Street
World Financial Center
North Tower
New York, NY 10281-1334
Joseph T. Willett 250 Vesey Street
World Financial Center
North Tower
New York, NY 10281-1334
Officers Office Address
- - -------- ------ -------
Theresa Lang President/ 225 Liberty Street
Treasurer World Financial Center
South Tower
New York, NY 10080-6107
Joseph T. Willett Vice 250 Vesey Street
President World Financial Center
North Tower
New York, NY 10281-1331
Frank M. Macioce, Jr. Vice 250 Vesey Street
President World Financial Center
North Tower
New York, NY 10281-1334
<PAGE>
SCHEDULE 1 (c)
MERRILL LYNCH GROUP, INC. - OFFICERS AND DIRECTORS
Officers Office Address
- - -------- ------ -------
Stanley Schaefer Vice 225 Liberty Street
President World Financial Center
South Tower
New York, NY 10080-6107
Frank T. Vayda Vice 250 Vesey Street
President World Financial Center
North Tower
New York, NY 10281-1331
H. Allen White Vice 225 Liberty Street
President World Financial Center
South Tower
New York, NY 10080-6105
David L. Dick Secretary 250 Vesey Street
World Financial Center
North Tower
New York, NY 10281-1331
Richard D. Kreuder Assistant 2 Broadway
Secretary New York, NY 10080
<PAGE>
SCHEDULE 1 (d)
MERRILL LYNCH & CO., INC.
DIRECTORS AND OFFICERS (Executive Vice Presidents and Above)
Each of the following individuals serves in the capacity set forth
opposite his name and has World Financial Center, North Tower as a principal
business address (unless otherwise noted):
DIRECTORS
- - ---------
William O. Bourke (1)
John F. Burlingame (2)
Jill K. Conway (3)
William J. Crowe, Jr. (4)
Stephen L. Hammerman
Robert A. Hanson (5)
Earle H. Harbison, Jr. (6)
Robert P. Luciano (7)
John J. Phelan, Jr. (8)
Charles A. Sanders (9)
William A. Schreyer
Daniel P. Tully
OFFICERS
- - --------
William A. Schreyer Chairman of the Board
Daniel P. Tully President
Stephen L. Hammerman Vice Chairman of the Board
and General Counsel
Herbert M. Allison, Jr. Executive Vice President
and Chief Financial Officer
Barry S. Friedberg Executive Vice President
Edward L. Goldberg Executive Vice President
Jerome P. Kenney Executive Vice President
David H. Komansky Executive Vice President
Thomas H. Patrick Executive Vice President
Winthrop H. Smith, Jr. Executive Vice President
Zohn L. Steffens Executive Vice President
Roger M. Vasey Executive Vice President
Arthur Zeikel (10) Executive Vice President
Michael Von Clemm Executive Vice President
<PAGE>
FOOTNOTES
---------
(1) "Round Hill"
P.O. Box 169, Route 743
Earlsville, VA 22936
(2) GECC
260 Long Ridge Road
Stamford, CT 06904
(3) Massachusetts Institute of Technology
Program on Science, Technology &
Society (STS) Building
E-51, Room 209 F
Cambridge, MA 02139
(4) 1800 K Street, N.W.
Suite 400
Washington, D.C. 20006
(5) Deere & Company
John Deere Road
Moline, IL 61265
(6) President
Monsanto Company
800 North Lindbergh Blvd.
St. Louis, MO 63167
(7) Chairman & CEO
Schering-Plough Corp.
P.O. Box 1000
One Giralda Farms
Madison, NJ 07940-1000
(8) 200 Park Avenue
Suite 5200
52nd Floor
New York, NY 10166
(9) Chief Executive Officer
Glaxo, Inc.
Five Moore Drive, P.O. Box 13408
Research Triangle Park, NC 27709
(10) Merrill Lynch & Co., Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536
<PAGE>
APPENDIX A TO ITEM 5
The following sets forth the names of the other members of the group of
which the Fund may be deemed to be a member.
Lamonts Apparel, Inc.
Appollo Retail Partners, L.P.
Phoenix Partners
Betje Partners
Morgens Waterfall Income Partners
Morgens, Waterfall, Vintiadis Investments, N.V.
Restart Partners, L.P.
Restart Partners II, L.P.
Restart Partners III, L.P.
Morgens, Waterfall, Vintiadis & Co., Inc.
The Bond Fund of the Common Fund
T. Rowe High Yield Fund, Inc.
Insurance Commissioner of the State of California for
Pacific Standard Life Insurance Co.
New Street Capital Corporation
Executive Life Insurance Company of New York
The Thompson Company
The Philp Co.
John Hancock Capital Growth Management, Inc.
The Prudential Assurance Company
Jerome Chazen
Warren Florkiewicz
Malville B. Wier
David E. Bowe
John R. Sloan
James M. Harrison
Western Pacific Life Insurance Company, In Conservation
Penn Series High Yield Bond Fund
