-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DWPnj5fGEsSvKPjDj7IZ4cKGkWTKvaXOOF+EmyRWDPeQOqQy96/xr+NIcur50NIH CNto6oKw+s0XNpGB3uu05A== 0000065103-97-000152.txt : 19970513 0000065103-97-000152.hdr.sgml : 19970513 ACCESSION NUMBER: 0000065103-97-000152 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970512 SROS: AMEX GROUP MEMBERS: CONVERTIBLE HOLDINGS, INC. GROUP MEMBERS: MERRILL LYNCH & CO INC GROUP MEMBERS: MERRILL LYNCH ASSET MANAGEMENT, L.P. GROUP MEMBERS: MERRILL LYNCH GROUP, INC. GROUP MEMBERS: PRINCETON SERVICES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEY ENERGY GROUP INC CENTRAL INDEX KEY: 0000318996 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 042648081 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34118 FILM NUMBER: 97601308 BUSINESS ADDRESS: STREET 1: 255 LIVINGSTON AVE CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 BUSINESS PHONE: 9155705721 MAIL ADDRESS: STREET 1: P O BOX 10627 CITY: MIDLAND STATE: TX ZIP: 79702 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE COMPANIES INC DATE OF NAME CHANGE: 19891012 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE OIL & GAS INC DATE OF NAME CHANGE: 19841122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132740599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 250 VESEY ST STREET 2: WORLD FINANCIAL CTR N TOWER CITY: NEW YORK STATE: NY ZIP: 10281-1334 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 250 VESEY ST STREET 2: WORLD FINANCIAL CTR N TOWER CITY: NEW YORK STATE: NY ZIP: 10281-1334 SC 13G/A 1 SCHEDULE 13G AMENDMENT OMB APPROVAL EXPIRES: October 31, 1994 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Key Energy Group, Inc. - ------------------------------------------------------------------- (Name of Issuer) Common Stock** - ------------------------------------------------------------------- (Title of Class of Securities) 49291410 - -------------- (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 (the "1934 Act") or otherwise subject to the liabilities of that section of the 1934 Act but shall be subject to all other provisions of the 1934 Act (however, see the Notes). - ------------------------------------- **The amount in Item 9 of the cover pages may include common stock issuable upon conversion of 7% Convertible Bonds due 2003 (CUSIP 492914AA). In the aggregate, Merrill Lynch & Co., Inc. may be deemed to beneficially own $3,237,000 face amount of 7% Convertible Bonds due 2003. Page 2 of 12 Pages CUSIP NO. 49291410 13G 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* 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 331,999 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 331,999 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,999 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 3 of 12 Pages CUSIP NO. 49291410 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Group, 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 331,999 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 331,999 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,999 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 4 of 12 Pages CUSIP NO. 49291410 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Princeton Services, 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER NONE 6. SHARED VOTING POWER 331,999 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 331,999 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 331,999 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 5 of 12 Pages CUSIP NO. 49291410 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Asset Management, L.P. 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 190,256 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 190,256 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 190,256 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% 12. TYPE OF REPORTING PERSON* IA, PN *SEE INSTRUCTION BEFORE FILING OUT! Page 6 of 12 Pages CUSIP NO. 49291410 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Convertible Holdings, 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 190,256 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 190,256 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 190,256 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% 12. TYPE OF REPORTING PERSON* IV, CO *SEE INSTRUCTION BEFORE FILING OUT! Page 7 of 12 Pages SCHEDULE 13G ITEM 1 (a) Name of Issuer: -------------- Key Energy Group, Inc. ITEM 1 (b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- Attn: Frances John, President & CEO Two Tower Center 10th Floor E. Brunswick, NJ 08816 ITEM 2 (a) Name of Persons Filing: --------------------- Merrill Lynch & Co., Inc. Merrill Lynch Group, Inc.. Princeton Services, Inc. Merrill Lynch Asset Management, L.P. Convertible Holdings, Inc. ITEM 2 (b) Address of Principal Business Office or, if none, Residence: ----------------------------------------------------------- Merrill Lynch & Co., Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Merrill Lynch Group, Inc. World Financial Center, North Tower 250 Vesey Street New York, New York 10281 Princeton Services, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Asset Management, L.P. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Convertible Holdings, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Page 8 of 12 Pages ITEM 2 (c) Citizenship: ----------- See Item 4 of Cover Pages ITEM 2 (d) Title of Class of Securities: ---------------------------- Common Stock ITEM 2 (e) CUSIP NUMBER: 49291410 ITEM 3 Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML Group"), and Princeton Services, Inc.("PSI") are parent holding companies, in accordance with (S) 240.13d-1(b)(ii)(G) of the Securities Exchange Act of 1934 (the "1934 Act"). Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch Asset Management "MLAM") is an investment adviser registered (S) 203 of the Investment Advisers Act of 1940 (the "Advisers Act"). Convertible Holdings, Inc. (the "Fund") is an investment company registered under Section 8 of the Investment Company Act of 1940 (the "Investment Company Act"). ITEM 4 Ownership --------- (a) Amount Beneficially Owned: See Item 9 of Cover Pages. Pursuant to (S) 240.13d-4 of the 1934 Act, ML&Co., ML Group, and PSI disclaim beneficial ownership of the securities of Key Energy Group, Inc. (the "Company") referred to herein, and the filing of this Schedule 13G shall not be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the 1934 Act, the beneficial own- er of any securities of the Company covered by this statement. (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 of or to direct the disposition of: See Item 7 of Cover Pages Page 9 of 12 Pages (iv) shared power to dispose of or 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 this 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. --------------------------------------------------------------- Not Applicable ITEM 7 Identification and Classification of the Subsidiary Which --------------------------------------------------------- Acquired the Security Being Reported on by the Parent Holding Company. --------------------------------------------------------------------- See Exhibit A ITEM 8 Identification and Classification of Members of the Group. ---------------------------------------------------------- Not Applicable Page 10 of 12 Pages 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 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: May 12, 1997 Merrill Lynch & Co., Inc. /s/ Richard B. Alsop - ---------------------------- Name: Richard B. Alsop Title: Attorney-In-Fact* Merrill Lynch Group, Inc. /s/ Richard B. Alsop - ----------------------------- Name: Richard B. Alsop Title: Attorney-In-Fact** Princeton Services, Inc. /s/ Richard B. Alsop - ----------------------------- Name: Richard B. Alsop Title: Attorney-In-Fact*** Merrill Lynch Asset Management, L.P. By: Princeton Services, Inc. (General Partner) /s/ Richard B. Alsop - ------------------------- Name: Richard B. Alsop Title: Attorney-In-Fact**** Convertible Holdings, Inc. /s/ Richard B. Alsop - -------------------------- Name: Richard B. Alsop Title: Attorney-In-Fact***** * Signed pursuant to a power of attorney, dated November 17, 1995 included as Exhibit B to this Schedule 13G. ** Signed pursuant to a power of attorney, dated November 17, 1995 included as Exhibit C to this Schedule 13G. *** Signed pursuant to a power of attorney, dated November 30, 1995 included as Exhibit D to this Schedule 13G. **** Signed pursuant to a power of attorney, dated November 30, 1995 included as Exhibit E to this Schedule 13G. ***** Signed pursuant to a power of attorney, dated November 22, 1995 included as Exhibit F to this Schedule 13G. Page 12 of 12 Pages EXHIBIT A TO SCHEDULE 13G ------------------------- ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES ----------------------------------------- Three 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."), 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"), and Princeton Services, Inc., a Delaware corporation with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey ("PSI"), are parent holding companies pursuant to (S)240 13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934 (the "1934 Act"). Pursuant to the instructions in Item 7 of Schedule 13G, the relevant subsidiaries of ML&Co. are ML Group and PSI, which is the general partner of 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"). The relevant subsidiary of ML Group is PSI. ML&Co. may be deemed to be the beneficial owner of certain of the reported securities of Key Energy Group, Inc. (the "Company") as set forth herein, by virtue of its control of its wholly-owned subsidiary ML Group. ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be the beneficial owner of certain of the reported securities 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 certain of the reported securities of the Company by virtue of its being the general partner of MLAM and FAM. MLAM is an investment adviser registered under Section 203 of the Invest- ment Advisers Act of 1940 (the "Advisers Act"). MLAM may be deemed to be the beneficial owner of certain of the reported securities of the Company as a result of acting as investment adviser to one or more investment companies registered under Section 8 of the Investment Company Act of 1940 (the "Investment Company Act") and/or to one or more private accounts. Convertible Holdings, Inc. is a registered investment company advised by MLAM. FAM is an investment adviser registered under Section 203 of the Investment Advisers Act. FAM may be deemed to be the beneficial owner of certain reported securities of the Company as a result of acting as investment adviser to one or more investment companies registered under Section 8 of the Investment Company Act and/or to one or more private accounts. Pursuant to (S)240.13d-4 of the 1934 Act, ML&Co., ML Group and PSI dis- claim beneficial ownership of the securities of the Company reported 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 1934 Act, the beneficial owner of any of the securities of the Company. Page 12 of 12 Pages EXHIBIT B --------- POWER OF ATTORNEY 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 (inclu- ding, without limitation, Securities and Exchange Commission Form 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 - ---------------------------- Name: David H. Komansky Title: President and Chief Operating Officer EXHIBIT C --------- POWER OF ATTORNEY The undersigned, Merrill Lynch Group, 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 (inclu- ding, without limitation, Securities and Exchange Commission Form 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 GROUP, INC. By: /s/ Rosemary T. Berkery - ------------------------------ Name: Rosemary T. Berkery Title: Vice President and Director EXHIBIT D --------- POWER OF ATTORNEY The undersigned, Princeton Services Inc., a corporation duly organized under the laws of the State of Delaware, with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 does hereby make, constitute and appoint Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, or Dauna R. Williams, 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 to execute 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, and 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 30th day of November, 1995. PRINCETON SERVICES INC. By: /s/ Philip L. Kirstein - -------------------------------------- Name: Philip L. Kirstein Title: Director, Senior Vice President Secretary and General Counsel EXHIBIT E --------- POWER OF ATTORNEY The undersigned, Merrill Lynch Asset Management, L.P. d/b/a Merrill Lynch Asset Management, a Limited Partnership duly organized under the laws of the State of Delaware, with its principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 does hereby make, constitute and appoint Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, or Dauna R. Williams, 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 to execute 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, and 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 30th day of November, 1995. Merrill Lynch Asset Management, L.P. d/b/a Merrill Lynch Asset Management By: Princeton Services, Inc., General Partner By: /s/ Philip L. Kirstein - --------------------------------------------- Name: Philip L. Kirstein Title: Director, Senior Vice President Secretary and General Counsel EXHIBIT F --------- POWER OF ATTORNEY The undersigned, Convertible Holdings, 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 Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, or Dauna R. Williams, 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 to execute 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, and 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 22nd day of November, 1995. CONVERTIBLE HOLDINGS, INC. By: /s/ Mark B. Goldfus - -------------------------------- Name: Mark B. Goldfus Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----