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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
WOOLWORTH CORP
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(Name of Issuer)
Common Stock **
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(Title Of Class of Securities)
980883102**
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(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 ("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).
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** The amount reflected in Item 9 of the cover page includes common stock
issuable upon conversion of stock options (the "Stock Options") (CUSIP
980883102 zvqj2). In the aggregate, Merrill Lynch & Co., Inc. may be deemed to
beneficially own 10,166,276 shares of Common Stock and an additional 500
shares upon conversion of the Stock Options.
PAGE 1 of 8 PAGES
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CUSIP NO. 980883102 13G PAGE 2 of 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Joint Filing
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
None
NUMBER OF
SHARES ------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 10,166,776
REPORTING ------------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
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8 SHARED DISPOSITIVE POWER
10,166,776
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,166,776
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%
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12 TYPE OF REPORTING PERSON*
HC, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
SCHEDULE 13G
Item 1 (a) Name of Issuer:
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Woolworth Corp
Item 1 (b) Address of Issuer's Principal Executive Offices:
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Woolworth Building
233 Broadway
New York, NY 10279
Item 2 (a) Names of Persons Filing:
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Merrill Lynch & Co., Inc.
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Item 2 (b) Address of Principal Business Office, or, if None, Residence:
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Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
PAGE 3 of 8 PAGES
Item 2 (c) Citizenship:
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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:
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980883102
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company, in
accordance with Section 240.13d-1(b)(ii)(G).
Item 4 Ownership
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(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to Section
240.13d-4, ML&Co. disclaims beneficial ownership of the securities of Woolworth
Corp referred to herein, and the filing of this Schedule 13G shall not be
construed as an admission that ML&Co. is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of any
securities of Woolworth Corp covered by this statement other than securities of
Woolworth Corp held by Merrill Lynch, Pierce, Fenner & Smith Incorporated in
proprietary accounts and such securities held by Merrill Lynch Specialists,
Inc.
(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 Page
(ii) shared 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
PAGE 4 of 8 PAGES
Item 5 Ownership of Five Percent or Less of a Class.
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Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
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MLPF&S is a sponsor of various unit investment trusts ("UITs") which invest in
"equity securities" as defined in Section. 240.13d-1(d). While UITs have the
right to receive, or the power to direct the receipt of dividends from, or the
proceeds from the sale of securities reported herein, no single UIT's interest
relates to more than 5% of the class of securities reported herein. In addition,
MLPF&S has discretionary investment authority in respect of certain customer
accounts holding the common stock of Woolworth Corp on behalf of persons who
have the right to receive, or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities. No such person has an
interest that relates to more than 5% of the class of securities reported
herein. Merrill Lynch Trust Companies, wholly-owned subsidiaries of ML&Co. and
are banks as defined in section 3(a)(6) of the Securities Exchange Act of 1934,
hold shares of the common stock of Woolworth Corp on behalf of persons who have
the right to receive, or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities. No such person has an interest
that relates to more than 5% of the class of securities reported herein.
Merrill Lynch Asset Management L.P., d/b/a Merrill Lynch Asset Management
("MLAM") and Fund Asset Management L.P., d/b/a Fund Asset Management
("FAM"), are wholly-owned subsidiaries of ML&Co. and Delaware limited
partnerships with their principal place of business at 800 Scudders Mill Road,
Plainsboro, New Jersey. MLAM and FAM are investment advisers registered under
Section 203 of the Investment Advisers Act of 1940. MLAM and FAM may be deemed
to be the beneficial owners of the common stock of Woolworth Corp by virtue of
their acting as investment advisers to private accounts and investment companies
registered under section 8 of the Investment Company Act of 1940. No such person
has an interest that relates to more than 5% of the class of securities reported
herein.
Item 7 Identification and Classification of the Subsidiary Which
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Acquired the Security Being Reported on by the Parent Holding
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Company.
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See Exhibit A
Item 8 Identification and Classification of Members of the Group.
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Not Applicable
PAGE 5 of 8 PAGES
Item 9 Notice of Dissolution of Group.
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Not Applicable
Item 10 Certification.
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By signing below I certify that, to the best of my 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, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
MERRILL LYNCH & CO., INC.
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Date:
_________________________
Signature:
_________________________
Name: Richard B. Alsop
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Title: Attorney-in-fact*
* Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit B.
PAGE 6 of 8 PAGES
EXHIBIT A SCHEDULE 13G
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ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
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The person 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
("MLPF&S"), Merrill Lynch Specialists, Inc. ("ML Specialists"), Merrill Lynch
Group, Inc. ("ML Group"), Princeton Services, Inc. ("PSI"), Merrill Lynch Asset
Management L.P. (d/b/a) Merrill Lynch Asset Management ("MLAM"), Fund Asset
Management L.P. d/b/a Fund Asset Management ("FAM"), Merrill Lynch Trust Company
(Florida) ("MLT-FLA"), Merrill Lynch Trust Company (California) ("MLT-CA"),
Merrill Lynch Trust Company of America ("MLT-AM"). No single subsidiary's
interest relates to more than 5% of the class of securities reported herein.
MLPF&S, a Delaware corporation with its principal place of business at
World Financial Center, North Tower, 250 Vesey Street, New York, New York, is a
wholly-owned direct subsidiary of ML&Co. and a broker-dealer registered pursuant
to the Securities Exchange Act of 1934. MLPF&S may be deemed to be the
beneficial owner of less than 1% of the common stock of Woolworth Corp.
MS Specialists, a Delaware Corporation with its principal place of
business at 20 Broad St. New York, New York, is a wholly-owned subsidiary of
ML&Co., a broker-dealer registered pursuant to the Securities Exchange Act of
1934, is the owner of less than 1% of the common stock of Woolworth Corp.
ML Group, a Delaware corporation with its principal place of business at
World Financial Center, North Tower, 250 Vesey Street, New York, New York, is a
wholly-owned direct subsidiary of ML&Co. and a parent holding company pursuant
to Section 240.13d-1(b)(1)(ii)(G). ML Group may be deemed to be the beneficial
owner of 4% of the common stock of Woolworth Corp by virtue of its control of
its wholly-owned subsidiaries PSI, MLT-FLA, MLT-CA and MLT-AM.
PSI, a Delaware corporation with its principal place of business at 800
Scudders Mill Road, Plainsboro, New Jersey, and a wholly-owned subsidiary of ML
Group, may be deemed to be the beneficial owner of 4% of the common stock of
Woolworth Corp by virtue of its being the general partner of MLAM and FAM.
MLAM, is a Delaware limited partnership with its principal place of
business at 800 Scudders Mill Road, Plainsboro, New Jersey and 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 less than 1% of the common
stock of Woolworth Corp by virtue of its acting as investment advisor to private
accounts and investment companies registered under section 8 of the Investment
Company Act of 1940.
FAM, is a Delaware limited partnership with its principal place of
business at 800 Scudders Mill Road, Plainsboro, New Jersey and is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940.
FAM may be deemed to be the beneficial owner of 3.6% of of the common stock of
Woolworth Corp by virtue of its acting as investment advisor to private accounts
and investment companies registered under section 8 of the Investment Company
Act of 1940.
MLT-FLA, MLT-CA and MLT-AM, wholly-owned subsidiaries of ML&Co. and banks
as defined in section 3(a)(6) of the Securities Exchange Act of 1934, may be
deemed to be the beneficial owners of less than 1% of the common stock of
Woolworth Corp by virtue of its holding as trustee such securities on
behalf of investors.
Pursuant to Section 240.13d-4, ML&Co., MLPF&S, ML Group, PSI, MLAM,
FAM, MLT-FLA, MLT-CA and MLT-AM disclaim beneficial ownership of the securities
of Woolworth Corp referred to herein and the filing of this Schedule 13G shall
not be construed as an admission that any such entity is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any of the securities of Woolworth Corp other than in the case of
ML&Co., MLPF&S and ML Specialists, securities of Woolworth Corp held by MLPF&S
and ML Specialists in proprietary accounts.
PAGE 7 of 8 PAGES
EXHIBIT B SCHEDULE 13G
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POWER OF ATTORNEY
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The undersigned, Merrill Lynch & Co., Inc. ( the "Corporation") a
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York,
New York 10281 does hereby make, constitute and appoint Richard B. Alsop,
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual
from time to time elected or appointed as secretary or an assistant secretary of
the Corporation, acting severally, each of whose address is Merrill Lynch & Co.,
Inc., World Financial Center, North Tower, New York, New York 10281, as its true
and lawful attorneys-in-fact, for it and in its name, place and stead (i) to
execute on behalf of the Corporation 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, (ii) to execute on behalf of the Corporation
and cause to be filed and/or delivered, any number, as appropriate, of original
copies or electronic filings of any forms (including, without limitation,
Securities and Exchange Commission Forms 3,4 and 5) required to be filed
pursuant to Section 16(a) of the Act and the regulations thereunder, and (iii)
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,
this 17th day of November, 1995.
MERRILL LYNCH & Co., Inc.
By: /s/ David H. Komansky
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Name: David H. Komansky
Title: President and Chief Operating Officer
PAGE 8 of 8 PAGES