SCHEDULE 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.: 1 )*
1-800 FLOWERS.COM INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
68243Q106
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(CUSIP NUMBER)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
*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 "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).
Page 2 of 8
CUSIP No. 68243Q106 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Investment Managers (MLIM"))**
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 BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
1,915,750
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
1,915,750
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,915,750 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.79%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
Page 3 of 10
CUSIP No. 68243Q106 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MASTER VALUE OPPORTUNITIES TRUST
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 BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
1,451,745
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
1,451,745
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,451,745 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.15%
12. TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILING OUT!
**SEE EXHIBIT A
Page 3 of 8
14. CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
SCHEDULE 13G
ITEM 1 (a) Name of Issuer:
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1-800 FLOWERS.COM INC (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
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1600 Stewart Avenue
Westbury, NY 11590
ITEM 2 (a) Name of Persons Filing:
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Merrill Lynch & Co., Inc.
(On behalf of Merrill Lynch Investment Managers ("MLIM")
MASTER VALUE OPPORTUNITIES TRUST
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
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Merrill Lynch & Co., Inc.
(on behalf of Merrill Lynch Investment Managers ("MLIM"))
World Financial Center, North Tower
250 Vesey Street
New York, NY 10381
MASTER VALUE OPPORTUNITIES TRUST - N/C FROM MASTER SMALL CAP VALUE TRUST
800 Scudders Mill Road
Plainsboro, NJ 08536
ITEM 2 (c) Citizenship:
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See Item 4 of Cover Pages
ITEM 2 (d) Title of Class Securities:
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Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
Page 4 of 8
ITEM 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
13d-2(c), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a) (6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a) (19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [X] Investment Adviser in accordance with Rule 13d-1(b) (1) (ii) (E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b) (ii) (F),
(g) [X] Parent Holding Company or Control Person in accordance with
Rule 13d-1(b) (ii) (G); see Item 7,
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813),
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b) (1) (ii) (J).
ITEM 4 Ownership
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(a) Amount Beneficially Owned:
See Item 9 of Cover Pages.
(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 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 5 of 8
ITEM 5 Ownership of Five Percent or Less of a Class.
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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, check the following: [ ]
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
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Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
Merrill Lynch Investment Managers ("MLIM") is an operating division
of ML&Co.'s indirectly owned asset management subsidiaries. Certain of
these subsidiaries hold certain shares of the security which is the
subject of this report. (See Item 7).
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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Merrill Lynch & Co., Inc. ("ML&Co.") is a parent holding company.
Merrill Lynch Investment Managers ("MLIM") is an operating division
of ML&Co. consisting of ML&Co.'s indirectly-owned asset management
subsidiaries. The following asset management subsidiaries hold certain
shares of the common stock, which is the subject of this 13G filing:
FEDERATED EQUITY MANAGEMENT COMPANY OF PA
GARTMORE MUTUAL FUND CAPITAL TRUST
IQ INVESTMENT ADVISERS, LLC
FUND ASSET MANAGEMENT, L.P
MERRILL LYNCH INVESTMENT MANAGER LLC
MERRRILL LYNCH INVESTMENT MANAGERS, L.P
PACIFIC LIFE INSUREANCE COMPANY
ITEM 8 Identification and Classification of Members of the Group.
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Not Applicable
ITEM 9 Notice of Dissolution of Group.
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Not Applicable
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ITEM 10 Certification
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By signing below each of the undersigned certifies that, to the best
Of their knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of such securities and
were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.
Signature.
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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: February 8, 2006
Merrill Lynch & Co, Inc.
(on behalf of Merrill Lynch Investment Managers ("MLIM"))
/s/ Jeffrey Hiller
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Name: Jeffrey Hiller
Title: Attorney-In-Fact*
MASTER VALUE OPPORTUNITIES TRUST
/s/ Jeffrey Hiller
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Name: Jeffrey Hiller
Title: Attorney-In-Fact**
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*Signed pursuant to a power of attorney, dated September 14, 2004, included
as Exhibit B to this Schedule 13G filed with the Securities and Exchange
Commission by Merrill Lynch & Co, Inc. (on behalf of Merrill Lynch
Investment Managers ("MLIM")
**Signed pursuant to a power of attorney, dated February 02, 2005,
included as Exhibit C to this Schedule 13G filed with the Securities
and Exchange Commission on behalf of Master Value Opportunities
Trust.
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EXHIBIT A
Merrill Lynch Investment Managers("MLIM")of ML&Co. is comprised of the
following legal entities: Merrill Lynch Investment Managers, L.P., ("MLIMLP")
doing business as Merrill Lynch Investment Managers; Fund Asset Management, L.P.
("FAM") doing business as Fund Asset Management; Merrill Lynch Investment
Managers, LLC ("MLIMLLC"); Merrill Lynch Asset Management U.K. Limited
("MLAM UK"); Merrill Lynch (Suisse) Investment Management S.A. (MLS);
Merrill Lynch Investment Managers International Limited ("MLIMI"); Merrill
Lynch Investment Managers Limited; Merrill Lynch Investment Managers
(Asia Pacific)Limited; Merrill Lynch Investment Managers (Asia)Limited;
Merrill Lynch Investment Managers Limited (Australia); Merrill Lynch
Investment Managers (Isle of Man) Limited; Munich London Investment
Management Limited; Munich London Investment Management (Jersey)
Limited; Merrill Lynch Investment Managers Co. Ltd; DSP Merrill Lynch
Fund Managers Ltd; Merrill Lynch Global Asset Management Limited;
Merrill Lynch Fund Managers Limited; Merrill Lynch Fund Managers
(Channel Islands)Limited; Merrill Lynch Investment Managers
(Channel Islands)Limited; and Merrill Lynch Pensions Limited.
Each of MLIMLP, FAM, MLAM UK, MLS and MLIMI is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940,
which acts as investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940. Each other firm
constituting part of MLIM is an investment adviser operating under the laws
of a jurisdiction other than the United States. The investment advisers that
comprise MLIM exercise voting and investment powers over portfolio
securities independently from other direct and indirect subsidiaries
of ML&Co.
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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 4 World Financial Center, New York, New York, 10080, does
hereby make, constitute and appoint Andrew J. Donohue, Jeffrey Hiller,
Alice Pellegrino and Brad Lucido acting severally, each of whose address is
Merrill Lynch Investment Managers, L.P., 800 Scudders Mill Road,
Plainsboro, NJ, 08536,as it 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,
and generally to take such other actions and perform such other things necessary
to effectuate the foregoing as fully in all respects asif 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 14th day of September, 2004.
MERRILL LYNCH & CO., INC.
By:
/s/ Rosemary T. Berkery
Name: Rosemary T. Berkery
Title: Executive Vice President and General Counsel
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EXHIBIT C:
Power of Attorney
The undersigned, Master Value Opportunities Trust, 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 Andrew J. Donohue,
Jeffrey Hiller, Bradley J. Lucido and Alice A. Pellegrino acting severally,
each of whose address is 800 Scudders Mill Road, Plainsboro, New Jersey 08536,
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
on this 2nd day of February, 2006.
MASTER VALUE OPPORTUNITIES TRUST.
By: ____Donald C. Burke
Name: Donald C. Burke,
Title: Vice President & Treasurer
Page 2 of 8