CIRRUS LOGIC INC
SC 13D/A, 1998-06-19
SEMICONDUCTORS & RELATED DEVICES
Previous: CIRRUS LOGIC INC, 10-K, 1998-06-19
Next: CIRRUS LOGIC INC, DEF 14A, 1998-06-19



                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)


                               CIRRUS LOGIC, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   172755100
                                 (CUSIP Number)

                       Alfred Teo, Alpha Industries, Inc.
                     Page & Schuyler Avenues, P. O. Box 808
                              Lyndhurst, NJ 07071
                                 (201) 933-6000
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 June 12, 1998
            (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  the   statement
_______________.  (A fee is not required only if the reporting 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
disclosures provided in a prior cover page.

The information required on 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).


<PAGE>


1.       NAME OF REPORTING PERSON
         SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Alfred S. Teo and Annie Teo, Joint Tenants with Rights of
of Survivorship
Alfred Teo:  SSN:  ###-##-####
Annie Teo:   SSN:  ###-##-####

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) /x/
                                                                 (b) /_/

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*:  PF

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS         ________
         IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)

6.       CITIZENSHIP OR PLACE OF ORGANIZATION:  New Jersey, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.       SOLE VOTING POWER:  6,560,600 shares

8.       SHARED VOTING POWER:

9.       SOLE DISPOSITIVE POWER:  6,560,600 shares

10.      SHARED DISPOSITIVE POWER

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
         6,560,600 shares

12.      CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES* ________

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  9.88%

14.      TYPE OF REPORTING PERSON*:  IN


<PAGE>


1.       NAME OF REPORTING PERSON
         SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Alpha Industries, Inc. Retirement Plan dated January 1, 1984
Alfred Teo, Trustee
IRS I.D. #22-2408251

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) /x/
                                                                 (b) /_/

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
         00 - Trust 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:  New Jersey, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.       SOLE VOTING POWER:  23,500 shares

8.       SHARED VOTING POWER

9.       SOLE DISPOSITIVE POWER:  23,500 shares

10.      SHARED DISPOSITIVE POWER

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 
         23,500 shares

12.      CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES* __________

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  .04%

14.      TYPE OF REPORTING PERSON*:  00 - Trust


<PAGE>


1.       NAME OF REPORTING PERSON
         SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Alpha Technologies, Inc.
IRS I.D. #22-301576

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) /x/
                                                                 (b) /_/

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*:  WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS         _______
         IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)

6.       CITIZENSHIP OR PLACE OF ORGANIZATION:  New Jersey, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.       SOLE VOTING POWER:  15,600 shares

8.       SHARED VOTING POWER

9.       SOLE DISPOSITIVE POWER:  15,600 shares

10.      SHARED DISPOSITIVE POWER

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
         15,600 shares

12.      CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES* __________

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  .02%

14.      TYPE OF REPORTING PERSON*:  CO


<PAGE>


1.       NAME OF REPORTING PERSON
         SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Lambda Financial Service Corp.
IRS I.D. #22-2899749

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) /x/
                                                                 (b) /_/

3.       SEC USE ONLY

4.       SOURCE OF FUNDS*
         WC

5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS         _______
         IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)

6.       CITIZENSHIP OR PLACE OF ORGANIZATION:  New Jersey, U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.       SOLE VOTING POWER:  30,000 shares

8.       SHARED VOTING POWER

9.       SOLE DISPOSITIVE POWER:  30,000 shares

10.      SHARED DISPOSITIVE POWER

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 
         30,000 shares

12.      CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES* __________

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  .05%

14.      TYPE OF REPORTING PERSON*:  CO


<PAGE>


SCHEDULE 13D

CUSIP NO. 172755100

Item 1.  Security and Issuer

No Par Value Common Stock

Cirrus Logic, Inc.

Michael L. Hackworth, Chairman of the Board, President, CEO
3100 West Warren Avenue
Fremont, CA   94538-6423


ITEM 2.  IDENTITY AND BACKGROUND

I.       ALFRED TEO AND ANNIE TEO, JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP

(a)  Alfred Teo and Annie Teo, husband and wife

(b)  Residence: 783 West Shore Drive, Kinnelon, NJ 07405

(c)  Annie Teo is a  homemaker  and  interior  decorator,  being  the  Director,
President and Treasurer of TUK Associates,  Inc. of Kinnelon,  New Jersey. Annie
Teo is also a Building  Manager.  Alfred Teo is engaged in the  manufacture  and
distribution  of plastics  and plastic  products.  Both Annie Teo and Alfred Teo
have interests in various  partnerships and other entities holding title to real
property.  Alfred  Teo  holds  the  below  described  offices  in the  following
corporations,  all of which are  manufacturers  and distributors of plastics and
plastic products:

Chairman, President and Director:
Sigma Extruding Corp.
Page & Schuyler Avenues, Lyndhurst, New Jersey 07071

Chairman, President and Director:
Omega Extruding Corp. of California
9614 Lucas Ranch Road, Rancho Cucamonga, California 91730

Chairman, President and Director:
Omega Plastic Corp.
Page & Schuyler Avenues, Lyndhurst, New Jersey 07071

Chairman, President and Director:
Beta Plastics Corp.
120 Amor Avenue, Carlstadt, New Jersey 07072

Chairman, Executive Vice President, Secretary and Director:
Delta Plastics Holding Corp. (a Delaware Corporation)
560 Ferry Street, Newark, New Jersey 07105

Chairman, Executive Vice President, Secretary and Director:
Delta Plastics Corporation (a New Jersey Corporation)
560 Ferry Street, Newark, New Jersey 07105

Chairman, Executive Vice President, Secretary and Director:
Delta Plastics Corporation (a Massachusetts Corporation)
560 Ferry Street, Newark, New Jersey 07105

Chairman, Executive Vice President, Secretary and Director:
Delta Plastics Corporation (a Georgia Corporation)
560 Ferry Street, Newark, New Jersey 07105

Chairman, Executive Vice President, Secretary and Director:
Delta Plastics Corp. of Illinois
1650 East 95th Street, Chicago, Illinois 60617

Chairman, Executive Vice President, Secretary and Director:
Delta Plastics Corp. of North Carolina
1206 Traywick Road, Marshville, North Carolina 28103

Chairman, Chief Executive Officer, Vice President, Treasurer and Director:
Alpha Industries, Inc.
Page & Schuyler Avenues, Lyndhurst, New Jersey 07071

Chairman, Co-Chief Executive Officer, Treasurer, Secretary and Director:
Zeta Consumer Products Corp.
Macomb, Illinois

Alfred Teo also holds the offices of  President,  Treasurer  and Chairman of the
Board of Directors of Lambda Financial  Service Corp.,  Page & Schuyler Avenues,
Lyndhurst,  New  Jersey.  This  corporation  is in  the  business  of  financial
services.

Alfred Teo also holds the offices of  Secretary,  Treasurer  and Chairman of the
Board  of  Directors  of  Alpha   Technologies,   Inc.,  88  Centennial  Avenue,
Piscataway, New Jersey. This corporation is a computer network company.

Alfred Teo also holds the offices of President  and Director of Red Line Express
Corp., Page & Schuyler Avenues,  Lyndhurst,  New Jersey.  This corporation is in
the business of intra-state and inter-state trucking.

Alfred Teo also holds the offices of  Secretary,  Treasurer  and Chairman of the
Board of Directors of Discount  Packaging Corp., 50 Grafton Avenue,  Newark, New
Jersey 07104. This corporation is in the packaging business.

Alfred Teo also holds the offices of Chairman,  President  and Director of M & E
Packaging Corp.,  Page & Schuyler  Avenues,  Lyndhurst,  New Jersey 07071.  This
corporation is in the packaging business.

Alfred  Teo also holds the  offices of  Chairman  of the  Board,  Secretary  and
Director of Fidelity  Service  Corp.,  Page & Schuyler  Avenue,  Lyndhurst,  New
Jersey 07071. This corporation is in the warehousing business.

Alfred  Teo also  holds  the  office  of  Secretary,  Chairman  of the  Board of
Directors and Director of Hillman's,  The Eye Care Company,  Inc.,  125 Route 46
West, Totowa, New Jersey 07512. This corporation is in the eye care business.

Alfred Teo also holds  office of  Chairman of the Board of  Directors  and Chief
Executive  Officer of Tucker Housewares Corp., 150 Clove Road, Little Falls, New
Jersey.

Alfred Teo also holds  office of  Chairman of the Board of  Directors  and Chief
Executive Officer of Essex Plastics Corp., Pompano Beach, Florida.

Alfred Teo is a member of the Board of Directors of Fleet Bank, N.A., 1 Exchange
Place, Jersey City, New Jersey.

Alfred  Teo  is a  member  of  the  Board  of  Directors  of  American  Banknote
Corporation, 200 Park Avenue, 49th Floor, New York, NY 10166.

Alfred Teo is a member of Board of Trustees of St. Joseph's Hospital Foundation,
703 Main Street, Paterson, New Jersey.

Alfred  Teo is a member  of the  Board  of  Trustees  of  Stevens  Institute  of
Technology, Castle Point on Hudson, Hoboken, New Jersey

(d) During the last five (5) years,  neither  Alfred Teo nor Annie Teo have been
convicted in a criminal proceeding.

(e) During the last five (5) years, neither Alfred Teo nor Annie Teo have been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction  as a result of which they were  subject to a  judgment,  decree or
final order enjoining future  violations or prohibiting or mandating  activities
subject  to,  federal or state  securities  laws or finding any  violation  with
respect to such laws.

(f) Alfred Teo and Annie Teo are United States citizens.

II.      ALPHA INDUSTRIES, INC. RETIREMENT PLAN

(a) Alpha  Industries,  Inc.  Retirement Plan dated January 1, 1984, Alfred Teo,
Trustee

(b) Place of Organization: Page & Schuyler Avenues, Lyndhurst, New Jersey 07071

(c) Principal business: Trust

(d)  During  the last five (5) years,  Alfred  Teo has not been  convicted  in a
criminal proceeding.

(e) During  the last five (5) years,  Alfred Teo has not been a party to a civil
proceeding of a judicial or administrative  body of competent  jurisdiction as a
result of which he was  subject to a judgment,  decree or final order  enjoining
future violations or prohibiting or mandating  activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

(f) Alfred Teo is a U.S. citizen.



III.     ALPHA TECHNOLOGIES, INC.

(a) Alpha Technologies, Inc., a corporation of the State of New Jersey

(b) Business Address: 88 Centennial Avenue, Piscataway, New Jersey

(c) Principal business: computer consulting and sales.

(d) During the last five (5) years,  the corporation has not been convicted in a
criminal proceeding.

(e) During the last five (5) years,  the  corporation  has not been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a  result  of which it was  subject  to a  judgment,  decree  or final  order
enjoining future violations or prohibiting or mandating  activities  subject to,
federal or state  securities  laws or finding any violation with respect to such
laws.

(f) Not applicable


IV.      LAMBDA FINANCIAL SERVICE CORP.

(a) Lambda Financial Service Corp., a corporation of the State of New Jersey

(b) Place of Organization: Page & Schuyler Avenues, Lyndhurst, New Jersey 07071

(c) Principal business: financial services

(d) During the last five (5) years,  the corporation has not been convicted in a
criminal proceeding.

(e) During the last five (5) years,  the  corporation  has not been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
as a  result  of which he was  subject  to a  judgment,  decree  or final  order
enjoining future violations or prohibiting or mandating  activities  subject to,
federal or state  securities  laws or finding any violation with respect to such
laws.

(f) Not applicable.


(V)      M.A.A.A. TRUST FBO MARK, ANDREW, ALAN AND ALFRED TEO, JR.

On April 18, 1998,  Annie Teo ceased to be a trustee of the Trust and Alfred Teo
ceased to have  investment  powers with respect to the Trust.  Accordingly,  the
filing persons disclaim beneficial ownership of shares of the Issuer held by the
Trust.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The source of funds used by Alfred Teo and Annie Teo in making the purchases was
personal funds. The source of funds used by Alpha  Industries,  Inc.  Retirement
Plan was trust funds. The source of funds used by Alpha  Technologies,  Inc. and
Lambda  Financial  Service Corp. was corporate  funds.  The aggregate  amount of
funds used in making the purchases  including  brokerage  commissions  and other
costs  of  execution  through  the  close  of  business  on June  11,  1998  was
approximately:

Alfred Teo and Annie Teo,
Joint Tenants with Rights
of Survivorship                             $100,613,798.12

Alpha Industries, Inc.
 Retirement Plan                            $    272,812.50

Alpha Technologies, Inc.                    $    394,986.70

Lambda Financial Service Corp.              $    337,031.25


Total:                                      $101,618,628.57


ITEM 4.   PURPOSE OF TRANSACTION

The  acquisition  of the  securities  of the issuer was made for the  purpose of
investment.

(a) The  reporting  persons may acquire  additional  securities of the issuer or
dispose of securities of the issuer from time to time,  provided that Alfred and
Annie Teo will not (and have  advised  the issuer they will not) for a period of
two years after Mr. Teo's election increase their shareholdings above 13% of the
issued  and  outstanding  shares  of the  issuer  or  form,  join  or in any way
participate  in a  "group"  within  the  meaning  of  Section  13(d)(3)  of  the
Securities Exchange Act of 1934;

(b) The  reporting  persons have no plans or proposals  which relate to or would
result  in  an   extraordinary   corporate   transaction,   such  as  a  merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;

(c) The  reporting  persons have no plans or proposals  which relate to or would
result in a sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;

(d) The  reporting  persons have no plans or proposals  which relate to or would
result in any change in the present  board of  directors  or  management  of the
issuer,  including  any  plans or  proposals  to  change  the  number or term of
directors or to fill any existing vacancies on the board, except that the issuer
has  nominated  Alfred Teo for  election to the Board of Directors at the Annual
Shareholders  Meeting to be held on July 21, 1998. Alfred Teo has also agreed to
vote as in his capacity as a  shareholder  in favor of the nominees for director
proposed by the issuer (see Item 6);

(e) The  reporting  persons have no plans or proposals  which relate to or would
result in any material change in the present  capitalization  or dividend policy
of the issuer;

(f) The  reporting  persons have no plans or proposals  which relate to or would
result in any  other  material  change in the  issuer's  business  or  corporate
structure including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment  Company Act
of 1940;

(g) The  reporting  persons have no plans or proposals  which relate to or would
result  in  any  changes  in  the  issuer's   charter,   bylaws  or  instruments
corresponding  thereto or other  actions  which may impede  the  acquisition  of
control of the issuer by any person;

(h) The  reporting  persons have no plans or proposals  which relate to or would
result in  causing a class of  securities  of the issuer to be  delisted  from a
national  securities  exchange or to cease to be  authorized to be quoted in any
inter-dealer quotation system of a registered national securities association;

(i) The  reporting  persons have no plans or proposals  which relate to or would
result in a class of equity  securities  of the  issuer  becoming  eligible  for
termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) The  reporting  persons have no plans or proposals  which relate to or would
result in any action similar to any of those enumerated above.


ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a) As of the close of  business  on June 11,  1998,  the  aggregate  number and
percentage of the class of securities identified pursuant to Item 1 beneficially
owned by each person named in Item 2 is as follows:

                                    Number            Percentage
Name                                of Shares         of Class

Alfred Teo and Annie Teo,
Joint Tenants with Rights
of Survivorship                     6,560,600           9.88%

Alpha Industries, Inc.
Retirement Plan                        23,500           0.04%

Alpha Technologies, Inc.               15,600           0.02%

Lambda Financial Service Corp.         30,000           0.04%
                                       ------           -----

Total                               6,629,700           9.99%

Note:  Percentage  of  Class  is  based  on  67,012,000  shares  believed  to be
outstanding as of June 12, 1998.

(b)
1.  Alfred  Teo and  Annie Teo hold the  shares  listed  next to their  names in
paragraph (a) above as "joint tenants with rights of survivorship" and, as such,
jointly  share the power to vote or direct  the vote,  dispose  of or direct the
disposition of their shares.

2. Alfred Teo is the Trustee of the Alpha Industries, Inc. Retirement Plan dated
January  1,  1984,  and  therefore  has sole  power to vote or direct  the vote,
dispose of or direct the  disposition  of the shares of the issuer  held by this
Retirement Plan.

3. Alfred   Teo  holds  a 50%  interest  in  Alpha  Technologies,  Inc.  and may
participate  in voting or directing  the vote,  disposing  of or  directing  the
disposition  of the shares of the issuer held by this  corporation,  but he does
not  control  the power to vote,  direct  the  vote,  dispose  of or direct  the
disposition of the shares of the issuer held by this corporation.

4. Alfred Teo hold the controlling  interest in Lambda  Financial  Service Corp.
and  therefore  has sole power to vote or direct the vote,  dispose of or direct
the disposition of the shares of the issuer held by this corporation.

5. On April 18, 1998, Annie Teo ceased to be a trustee, and Alfred Teo ceased to
have  authorization  to trade  securities of, the M.A.A.A.  Trust. The reporting
persons therefore disclaim any beneficial  interest in 500,000 shares previously
reported as being beneficially owned by such trust.

(c  Transactions in the class of securities  reported that were  effected in the
last sixty (60) days,  or since the most recent  filing of an  Amendment to this
Schedule 13D, are shown on Exhibit A attached hereto.

(d) Where an  interest  relates  to more than five (5%)  percent  of the  class,
persons  having  the right to  receive  or the power to direct  the  receipt  of
dividends  from, or the proceeds from the sale of such  securities  are the same
persons identified in paragraph (b) above.

(e) Not applicable


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
                  RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

There are no contracts, arrangements,  understandings or relationships (legal or
otherwise)  among the persons  named in Item 2 and between  such persons and any
person with respect to any  securities of the issuer,  including but not limited
to transfer or voting of any of the securities,  finder's fees,  joint ventures,
loan or option arrangements,  puts or calls, guarantees or profits,  division of
profits or loss, or the giving or  withholding of proxies.  However,  Alfred Teo
and Annie Teo have advised the issuer that if Mr. Teo is elected to the Board of
Directors,  Mr. Teo and his spouse will for a term of two years after Mr.  Teo's
election as a director not to increase  their  shareholdings  and those of their
affiliates  above 13% of the issuer's issued and outstanding  shares.  They have
also stated that, in the election of directors, they intend to vote their shares
of the issuer in favor of the Governance  Committee's nominees to the Board; not
to directly or indirectly  participate in any solicitation of proxies other than
as recommended by the Board with respect to voting shares of the issuer;  not to
form,  join or in any way participate in a "group" within the meaning of Section
13(d)(3)  of the  Securities  Exchange  Act of 1934 with  respect  to any voting
securities  of the issuer;  and not to  otherwise  act alone or in concert  with
others to seek control of the issuer.  The issuer has signed no  agreement  with
Mr. Teo or any other reporting person with respect to the foregoing matters, but
the Board of  Directors  of the issuer has  nominated  Mr. Teo for election as a
director at the Annual Shareholders Meeting to be held on July 21, 1998.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

There are no written  agreements  relating  to the  filing of joint  acquisition
statements as required by Rule 13d-1(f)  (Section  240.13d-1(f))  and no written
agreements, contracts, arrangements, understandings, plans or proposals relating
to (1) the borrowing of funds to finance the acquisition as disclosed in Item 3;
(2) the acquisition of issuer control,  liquidation,  sale of assets, merger, or
change in business or  corporate  structure  or any other mater as  disclosed in
Item 4; and (3) the transfer or voting of the securities,  finder's fees,  joint
ventures,  options, puts, calls, guarantees of loans, guarantees against loss or
of profit, or the giving or withholding of any proxy except as disclosed in Item
6.

STATEMENT PURSUANT TO RULE 13(d)-4

The  undersigned  reporting  persons  hereby  declare  that the  filing  of this
statement  shall  not be  construed  as an  admission  that  one or more of such
reporting  persons  is(are),  for the purposes of sections 13(d) or 13(g) of the
Securities  Exchange Act of 1934, the  beneficial  owner or owners of any of the
securities covered by this statement.


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.


/s/ Alfred Teo, Individually
Dated:  June 15, 1998

/s/ Annie Teo, Individually
Dated:  June 15, 1998

/s/ Alfred Teo, Trustee of the Alpha Industries, Inc.
Retirement Plan
Dated:  June 15, 1998

/s/ Alfred Teo, Chairman of the
Board of Directors of Alpha Technologies, Inc.
Dated:  June 15, 1998

/s/ Alfred Teo, Chairman of the
Board of Directors of Lambda Financial Service Corp.
Dated:  June 15, 1998

EXHIBIT A

The following  purchases  were made during the past sixty (60) days or since the
most recent filing of an amendment to this Schedule 13D.

A/C:  ALFRED S. TEO & ANNIE TEO JT. TEN

DATE      TRANS           QUANTITY   TRD PRC     AMT/PRIN

4/16/98   BUY              5000.00   10.125      59628.00
4/17/98   BUY              9500.00    9.938      95733.80
4/23/98   BUY             30000.00   10.990     329691.00
4/27/98   BUY            100000.00   10.500    1050000.00
4/28/98   BUY            100000.00   10.604    1060430.00
4/29/98   BUY             50000.00   10.563     528128.00
4/30/98   BUY             50000.00   10.500     525003.00
5/6/98    BUY             23500.00   11.218     263626.00
5/8/98    BUY             20000.00   10.865     217315.00
5/12/98   BUY             15000.00   11.063     166940.50
5/15/98   BUY             15000.00   11.000     165003.00
5/21/98   BUY              7000.00   10.750      75253.00
5/22/98   BUY             50000.00   10.735     536753.00
5/26/98   BUY             50000.00   10.563     528128.00
5/27/98   BUY             50000.00   10.319     515973.00
5/28/98   BUY             70000.00   10.250     717503.00
6/1/98    BUY             50000.00    9.750     487503.00
6/11/98   BUY             50000.00    9.000     446850.00

A/C:     ALPHA INDUSTRIES RETIREMENT PLAN

DATE      TRANS  LOT/ID    QUANTITY    TRD PRC   AMT/PRIN

No transaction within the last 60 days.

A/C:     ALPHA TECHNOLOGIES, INC.

DATE      TRANS  LOT/ID    QUANTITY    TRD PRC   AMT/PRIN

No transaction within the last 60 days.

A/C:     LAMBDA FINANCIAL SERVICE CORP.

DATE      TRANS  LOT/ID    QUANTITY    TRD PRC   AMT/PRIN

No transaction within the last 60 days.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission