<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: October 31, 1997
estimated average burden
hours per response...14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Lamonts Apparel, Inc. (formerly Lamonts Corporation)
- ------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- ------------------------------------------------------------------------
(Title of Class Securities)
513628206
-------------------------------------------------
(CUSIP Number)
Jerry Weiss, Fund Asset Management, L.P., P.O. Box 9001,
Princeton, New Jersey 08543-9011 Phone: (609) 282-1727
- ------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 1995
- ------------------------------------------------------------------------
(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 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.)
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 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 ("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 Amendment No. 3 to Schedule 13D is being filed on behalf of Merrill
Lynch Phoenix Fund, Inc. (the "Fund"), Fund Asset Management, L.P. ("FAM")
(formerly Fund Asset Management, Inc.), Princeton Services, Inc. ("Princeton
Services"), Merrill Lynch Group, Inc. ("ML Group") and Merrill Lynch & Co.,
Inc. (ML & Co.). FAM is the investment adviser to the Fund and is a
registered investment adviser under the Investment Advisers Act of 1940.
Princeton Services is the general partner of FAM and is a subsidiary of ML
Group. ML Group is a subsidiary of ML & Co.
1
<PAGE>
SCHEDULE 13D
CUSIP NO. 513628206 PAGE 2(A) OF 5 PAGES
-------------- ---------- --------
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 (a) / /
GROUP* (b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IV
*SEE INSTRUCTION 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
<PAGE>
SCHEDULE 13D
CUSIP NO. 513628206 PAGE 2(B) OF 5 PAGES
-------------- ---------- --------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Fund Asset Management, L.P.
22-3266283
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / /
GROUP* (b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
3
<PAGE>
SCHEDULE 13D
CUSIP NO. 513628206 PAGE 2(C) OF 5 PAGES
-------------- -------- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Princeton Services, Inc.
22-3266276
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
4
<PAGE>
SCHEDULE 13D
CUSIP NO. 513628206 PAGE 2(D) OF 5 PAGES
-------------- -------- ----
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 (a) / /
GROUP* (b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
5
<PAGE>
SCHEDULE 13D
CUSIP NO. 513628206 PAGE 2(E) OF 5 PAGES
-------------- -------- ----
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) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
6
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
Items 1, 2, 4 and 5 of a statement initially filed on November 10, 1992
and amended on November 13, 1992 and July 8, 1993 are hereby amended as set
forth below.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 3 to Schedule 13D relates to the common stock, par
value $.01 per share, of Lamonts Apparel, Inc. ("Lamonts") (formerly Lamonts
Corporation). The principal executive offices of Lamonts are located at 3650
131st Avenue, S.E., Bellevue, Washington 98006.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 3 to Schedule 13D is being filed on behalf of Merrill
Lynch Phoenix Fund, Inc. (the "Fund"), Fund Asset Management, L.P. ("FAM")
(formerly Fund Asset Management, Inc.), Princeton Services, Inc. ("Princeton
Services"), Merrill Lynch Group, Inc. ("ML Group") and Merrill Lynch & Co.,
Inc. (ML & Co.). FAM is the investment adviser to the Fund and is a
registered investment adviser under the Investment Advisers Act of 1940.
Princeton Services is the general partner of FAM and is a subsidiary of ML
Group. ML Group is a subsidiary of ML & Co.
Fund Asset Management, Inc. ("FAMI"), a filing person at the time of the
initial filing of this Schedule 13D was reorganized as FAM in 1994, with
Princeton Services serving as general partner of FAM. Merrill Lynch
Investment Management, Inc. d/b/a Merrill Lynch Asset Management ("MLAM"),
also a filing person at the time of the initial filing of this Schedule 13D,
is no longer the owner of FAM.
The business address and principal office address of both FAM, a
Delaware limited partnership, and Princeton Services, a Delaware corporation,
is 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
During the last five years, neither FAM nor Princeton Services has been
convicted in a criminal proceeding.
During the last five years, neither FAM nor Princeton Services was 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 respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On October 23, 1995, the Fund sold 1,190,420 shares of Common Stock of
Lamonts at a price of $.0118 per share in the over-the-counter market. The
sale of such shares, representing the entire holdings of the Fund in such
Common Stock, has caused each reporting person named in Item 2 of this
statement to cease to be the beneficial owner of more than five percent of
the Common Stock of Lamonts.
7
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: November 17, 1995
Merrill Lynch Phoenix Fund, Inc.
--------------------------------
/s/ Dauna R. Williams
------------------------------
By: Dauna R. Williams
Title: Attorney-in-fact*
Fund Asset Management, L.P.
By: Princeton Services, Inc.
(its General Partner)
---------------------------------
/s/ Dauna R. Williams
------------------------------
By: Dauna R. Williams
Title: Attorney-in-fact*
Princeton Services, Inc.
------------------------
/s/ Dauna R. Williams
------------------------------
By: Dauna R. Williams
Title: Attorney-in-fact**
___________
* Signed pursuant to a power of attorney, dated February 10, 1994,
included as an Exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co., Inc. et.al. on February 14, 1994 with
respect to Matrix Service Company.
** Signed pursuant to a power of attorney, dated February 10, 1994,
included as an Exhibit to Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co., Inc. et.al. on February 14, 1994 with
respect to Dial REIT Inc.
8
<PAGE>
Merrill Lynch Group, Inc.
-------------------------
/s/ Richard B. Alsop
------------------------------
By: Richard B. Alsop
Title: Secretary
Merrill Lynch & Co., Inc.
-------------------------
/s/ Richard B. Alsop
------------------------------
By: Richard B. Alsop
Title: Assistant Secretary
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement, provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
9
