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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934(1)
(Amendment No. 2)*
WOOLWORTH CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
980883102
(CUSIP Number)
Check the following box if a fee is being paid with this
statement: [X]. (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.)
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(1) 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).
CUSIP NO. 460146103 Page 2 of 8 Pages
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*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES NONE
BENEFICIALLY
OWNED** BY 6 SHARED VOTING POWER
EACH 5,866,253
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH NONE
8 SHARED DISPOSITIVE POWER
5,866,253
9 AGGREGATE AMOUNT BENEFICIALLY OWNED** BY EACH REPORTING PERSON
27,185,902
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 460146103 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5 SOLE VOTING POWER
SHARES NONE
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 16,133
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON NONE
WITH 8 SHARED DISPOSITIVE POWER
16,133
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,133
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
BD, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer.
Woolworth Corporation
b) Address of Issuer's Principal Executive Offices.
233 Broadway
The Woolworth Building
New York, NY 10279
Item 2.
(a) Name of Person Filing.
Merrill Lynch & Co., Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
(b) Address of Principal Business Office, or, if None, Residence.
The address of the principal business office of Merrill Lynch &
Co., Inc. is World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281.
The address of the principal business office of Merrill Lynch,
Pierce, Fenner & Smith Incorporation is World Financial Center,
North Tower, 250 Vesey Street, New York, New York 10281.
(c) Citizenship.
See Item 4 of Cover Pages
(d) Title of Class of Securities.
Common Stock
(e) CUSIP Number.
980883102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Merrill Lynch & Co., Inc. ("ML&Co."), is a parent holding
company, in accordance with Section 240.13d-1(b)(1)(ii)(G).
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPS&S")
is a broker-dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act").
Item 4. Ownership.
(a) Amount Beneficially Owned.
See Item 9 of Cover Pages. Pursuant to Section 240.13d-4,
ML&Co. and MLPF&S (the "Reporting Persons") disclaim beneficial
ownership of the securities of Woolworth Corporation (the
"Issuer") referred to herein, and the filing of this Schedule
13G shall not be construed as an admission that the reporting
Persons are, for the purposes of Section 13(d) or 13(g) of the
Act, the beneficial owner of any securities of the Issuer
covered by this statement, other than certain securities of the
Issuer held in MLPF&S proprietary accounts.
(b) Percent of Class.
See Item 11 of Cover Pages
(c) Deemed Voting Power and Disposition Power:
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) shares power to vote or to direct the vote:
See Item 6 of 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
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, checking 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 Securities 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 in the ordinary course of business and were
not acquired 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 in connection with or as a
participant in any transaction having such purposes or effect.
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: February 14, 1995
Merrill Lynch & Co., Inc.
By:/s/ Richard B. Alsop
-------------------------------------
Name: Richard A. Alsop
Title: Attorney-in-fact(*)
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
By:/s/ Richard B. Alsop
-------------------------------------
Name: Richard B. Alsop
Title: Attorney-in-fact(**)
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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(*) 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., et. al. on February
14, 1995 with respect to Woolworth Corporation.
(**) 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., et. al. on February
14, 1995 with respect to Woolworth Corporation.
Exhibit A to Schedule 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
One 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."), is a
parent holding company pursuant to Section 240.13d-1(b)(1)(ii)(G). The
relevant subsidiaries of ML&Co. are Merrill Lynch, Pierce, Fenner & Smith
Incorporated, a Delaware corporation with its principal place of business Ar..
World Financial Center, North Tower, 250 Vesey Street, New York, New York
("MLPF&S") and 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"). The relevant subsidiary of ML Group,
a parent holding company pursuant to Section 240.13d-1(b)(1)(ii)(G), is
Princeton Services, Inc., a Delaware corporation with its principal place of
business at Princeton Corporate Campus, 800 Scudders Mill Road, Plainsboro,
New jersey ("PSI"), which is the general partner of Fund Lynch Asset
Management, L.P. (d/b/a Fund Asset Management ("FAM")) and Merrill Lynch Asset
Management, L.P. (d/b/a Merrill Lynch Asset Management ("MLAM")).
ML Group, a wholly owned direct subsidiary of ML&Co., may be deemed
to be the beneficial owner of 4.4% of the common stock of the Company 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 4.4% of the common stock of the Company by virtue
of its being general partner of FAM and MLAM.
FAM, a Delaware limited partnership with its principal place of
business at Princeton Corporate Campus, 800 Scudders Mill Road, Plainsboro,
New Jersey, is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940. FGAM may be deemed to be the beneficial
owner of 3.9% of the common stock of the Company by virtue of its acting as
investment adviser to investment companies registered under Section 8 of the
Investment Company Act of 1940.
MLAM, a Delaware limited partnership with its principal place of
business at Princeton Corporate Campus, 800 Scudders Mill Road, Plainsboro,
New Jersey, is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940. MLAM may be deemed to be the beneficial
owner of 0.5% of the common stock of the Company by virtue of its acting as
investment adviser to investment companies registered under Section 8 of the
Investment Company Act of 1940.
Pursuant to Section 240.13d-4, ML&Co., MLPF&S, ML Group, PSI, FAM and
MLAM disclaim beneficial ownership of the securities of the Company, and the
filing of this Schedule 13G shall not be construed as an admission that any
such entity ism for the purposes of Section 13(d) or 13(g) of the Securities
Act of 1934, the beneficial owner of any securities of the Company other than,
in the case of ML&Co. and MLPF&S, certain securities of the Company held by
MLPF&S in proprietary accounts.