CUSIP NO. 62758B109
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
MUSICLAND STORES CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
62758B109
(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)
September 30, 1997
(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.)
SCHEDULE 13D
CUSIP NO. 62758B109
Page 2
*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).
SCHEDULE 13D
CUSIP NO. 62758B109
Page 3
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.A.A.A. Trust FBO Mark, Andrew, Alan and Alfred Teo, Jr.
Annie Teo and Teren Seto Handelman, Co-Trustees
IRS #22-6584856
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)____
(b) XX
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: 419,000 shares
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER: 419,000 shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 419,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: ________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 1.22%
14. TYPE OF REPORTING PERSON*: 00 - Trust
SCHEDULE 13D
CUSIP NO. 62758B109
Page 4
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)____
(b) XX
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: 3,864,500 shares
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER: 3,864,500 shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,864,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: ________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 11.27%
14. TYPE OF REPORTING PERSON*: I
SCHEDULE 13D
CUSIP NO. 62758B109
Page 5
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)____
(b) XX
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: 10,000 shares
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER: 10,000 shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 10,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: ________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .03%
14. TYPE OF REPORTING PERSON*: 00 - Trust
SCHEDULE 13D
CUSIP NO. 62758B109
Page 6
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)____
(b) XX
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: 20,000 shares
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER: 20,000 shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 20,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: ________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .06%
14. TYPE OF REPORTING PERSON*: CO
SCHEDULE 13D
CUSIP NO. 62758B109
Page 7
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)____
(b) XX
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: 290,000 shares
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER: 290,000 shares
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 290,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*: ________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): .84%
14. TYPE OF REPORTING PERSON*: CO
CUSIP NO. 62758B109
Page 8
SCHEDULE 13D
CUSIP NO. 62758B109
Item 1. Security and Issuer
No Par Value Common Stock
Musicland Stores Corp.
Jack W. Eugster, Chairman of the Board, President, CEO
10400 Yellow Circle Drive
Minnetonka, MN 5534
SCHEDULE 13D
CUSIP NO. 62758B109
Page 9
ITEM 2. IDENTITY AND BACKGROUND
I. M.A.A.A. TRUST FBO MARK, ANDREW, ALAN & ALFRED TEO, JR.,
ANNIE TEO AND TEREN SETO HANDELMAN, CO-TRUSTEES
(a) M.A.A.A. Trust FBO Mark, Andrew, Alan & Alfred Teo, Jr.
(b) Place of organization: 783 West Shore Drive, Kinnelon, NJ
07405
(c) Principal business: Trust
(d) During the last five (5) years, neither Mark Teo, Andrew Teo,
Alan Teo, Alfred Teo, Jr., Annie Teo nor Teren Seto Handelman
have been convicted in a criminal proceeding.
(e) During the last five (5) years, neither Mark Teo, Andrew Teo,
Alan Teo, Alfred Teo, Jr., Annie Teo nor Teren Seto Handelman
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.
II. 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:
SCHEDULE 13D
CUSIP NO. 62758B109
Page 10
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
SCHEDULE 13D
CUSIP NO. 62758B109
Page 11
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.
SCHEDULE 13D
CUSIP NO. 62758B109
Page 12
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., Pompono 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.
SCHEDULE 13D
CUSIP NO. 62758B109
Page 13
III. 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.
IV. 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.
SCHEDULE 13D
CUSIP NO. 62758B109
Page 14
(f) Not applicable
V. LAMBDA FINANCIAL SERVICE CORP.
(a) Lambda Financial Service Corp., Corporation of the
State of New Jersey
(b) Business Address: 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 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
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 M.A.A.A.
Trust and Alpha Industries, Inc. Retirement Plan was trust funds.
The source of funds used by Alpha Technologies, Inc. was corporate
funds. The source of funds used by 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 September 30, 1997 was:
SCHEDULE 13D
CUSIP NO. 62758B109
Page 15
M.A.A.A. Trust FBO Mark, $ 1,297,626.25
Andrew, Alan & Alfred Teo, Jr.
Alfred Teo and Annie Teo,
Joint Tenants with Rights
of Survivorship $10,372,762.50
Alpha Industries, Inc. $ 22,805.00
Retirement Plan
Alpha Technologies, Inc. $ 44,906.25
Lambda Financial Service Corp. $ 1,408,475.00
Total $13,146,575.00
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the securities of the issuer was made for the
purpose of investment and to work with management to enhance the
shareholders' value.
(a) The reporting persons may acquire additional securities of
the issuer or dispose of securities of the issuer from time
to time;
(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;
SCHEDULE 13D
CUSIP NO. 62758B109
Page 16
(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 September 30, 1997, 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:
SCHEDULE 13D
CUSIP NO. 62758B109
Page 17
Number Percentage
Name of Shares of Class
M.A.A.A. Trust FBO Mark,
Andrew, Alan & Alfred Teo, Jr. 419,000 1.22%
Alfred Teo and Annie Teo,
Joint Tenants with Rights
of Survivorship 3,864,500 11.27%
Alpha Industries, Inc.
Retirement Plan 10,000 0.03%
Alpha Technologies, Inc. 20,000 0.06%
Lambda Financial Service Corp. 290,000 0.84%
Total 4,603,500 13.42%
Note: Percentage of Class is based on 34,301,956 shares
outstanding as reported in the 10Q last filed by the Issuer
with the Securities Exchange Commission.
(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 holds an authorization to trade securities
on behalf of M.A.A.A. Trust and may therefore direct
the disposition of the shares of the issuer held by
this Trust.
3. 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.
SCHEDULE 13D
CUSIP NO. 62758B109
Page 18
4. 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.
5. Alfred Teo holds 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.
(c) Transactions in the class of securities reported that were
effected in the last sixty (60) days are shown on Exhibit A
attached hereto and consisting of pages 21 through 26.
(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.
SCHEDULE 13D
CUSIP NO. 62758B109
Page 19
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 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.
SCHEDULE 13D
CUSIP NO. 62758B109
Page 20
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.
Dated: October 3, 1997 /s/ Alfred Teo, Individually
Dated: October 3, 1997 /s/ Annie Teo, Individually
Dated: October 3, 1997 /s/ Annie Teo, Trustee of the
M.A.A.A. Trust
Dated: October 3, 1997 /s/ Teren Seto Handelman, Trustee
of the M.A.A.A. Trust
Dated: October 3, 1997 /s/ Alfred Teo, Trustee of the
Alpha Industries, Inc.
Retirement Plan
Dated: October 3, 1997 /s/ Alfred Teo, Chairman of the
Board of Directors of
Alpha Technologies, Inc.
Dated: October 3, 1997 /s/ Alfred Teo, Chairman of the
Board of Directors and
President of Lambda Financial
Service Corp.
SCHEDULE 13D
CUSIP NO. 62758B109
Page 21
A/C: MAAA TRUST FBO
DATE TRANS LOT/ID QUANTITY TRD PRC AMT/PRIN
LONG
8/4/97 BUY L 001 50000.00 3.625 181750.00
8/6/97 BUY L 001 6000.00 3.813 22935.00
8/6/97 BUY L 002 400.00 3.625 1454.00
8/6/97 BUY L 003 33600.00 3.875 130536.00
8/6/97 BUY L 004 10000.00 3.938 39475.00
8/7/97 BUY L 001 5000.00 4.688 23487.50
9/11/97 BUY L 001 15000.00 6.688 100462.50
9/11/97 BUY L 002 6500.00 6.875 44752.50
9/11/97 BUY L 003 14500.00 6.813 98926.25
9/11/97 BUY L 004 7000.00 6.750 47320.00
9/11/97 BUY L 005 1900.00 6.563 12487.75
9/11/97 BUY L 006 12600.00 6.625 83601.00
9/12/97 BUY L 001 1500.00 7.000 10515.00
9/12/97 BUY L 002 3000.00 7.063 21217.50
9/12/97 BUY L 003 2000.00 6.938 13895.00
SCHEDULE 13D
CUSIP NO. 62758B109
Page 22
A/C: ALFRED S. TEO & ANNIE TEO JT. TEN
DATE TRANS LOT/ID QUANTITY TRD PRC AMT/PRIN
7/31/97 BUY L 001 50000.00 3.813 191125.00
8/01/97 BUY L 001 51000.00 3.625 185385.00
8/01/97 BUY L 002 2000.00 3.688 7395.00
8/01/97 BUY L 003 500.00 3.688 1848.75
8/04/97 BUY L 001 29000.00 3.625 105415.00
8/05/97 BUY L 001 29200.00 3.625 106142.00
8/06/97 BUY L 001 23700.00 3.938 93555.75
8/06/97 BUY L 002 125000.00 4.000 501250.00
8/07/97 BUY L 001 3000.00 4.625 13905.00
8/07/97 BUY L 002 6000.00 4.188 25185.00
8/7/97 BUY L 003 60000.00 4.250 255600.00
8/7/97 BUY L 004 3000.00 4.375 13155.00
8/7/97 BUY L 005 7000.00 4.500 31570.00
8/7/97 BUY L 006 10500.00 4.563 48011.25
8/7/97 BUY L 007 7000.00 4.688 32883.00
8/7/97 BUY L 008 8000.00 4.625 37080.00
8/8/97 BUY L 001 10500.00 4.188 44073.75
8/8/97 BUY L 002 1000.00 4.063 4072.50
8/8/97 BUY L 003 6000.00 4.438 26685.00
8/11/97 BUY L 001 1000.00 4.375 4385.00
8/11/97 BUY L 002 2000.00 4.313 8645.00
8/11/97 BUY L 003 53500.00 4.250 227910.00
8/11/97 BUY L 004 29800.00 4.438 132535.50
8/12/97 BUY L 001 121200.00 4.500 546612.00
8/12/97 BUY L 002 500.00 4.563 2286.25
8/12/97 BUY L 003 59000.00 4.438 262402.50
8/14/97 BUY L 001 42500.00 4.000 170425.00
8/14/97 BUY L 002 9100.00 4.125 37628.50
8/14/97 BUY L 003 6000.00 4.000 24060.00
8/14/97 BUY L 004 2000.00 3.938 7895.00
8/14/97 BUY L 005 8100.00 3.875 31468.50
8/14/97 BUY L 006 1000.00 4.000 4010.00
8/14/97 BUY L 007 2500.00 4.063 10181.25
8/14/97 BUY L 008 11000.00 4.125 45485.00
8/15/97 BUY L 001 3400.00 4.125 14059.00
8/15/97 BUY L 002 50000.00 4.000 200500.00
8/19/97 BUY L 001 18100.00 4.000 72581.00
8/19/97 BUY L 002 5500.00 3.938 21711.25
SCHEDULE 13D
CUSIP NO. 62758B109
Page 23
8/20/97 BUY L 001 21000.00 4.000 84210.00
8/20/97 BUY L 002 1000.00 3.938 3947.50
8/22/97 BUY L 001 16000.00 4.000 64160.00
8/26/97 BUY L 016 35500.00 4.875 173417.50
8/26/97 BUY L 017 1000.00 4.438 4447.50
8/26/97 BUY L 018 9000.00 4.500 40590.00
9/4/97 BUY L 001 7000.00 5.688 39882.50
9/4/97 BUY L 002 28000.00 5.750 161280.00
9/4/97 BUY L 003 11500.00 5.813 66958.75
9/8/97 BUY L 001 13000.00 6.875 89505.00
9/8/97 BUY L 002 4200.00 6.81 28654.50
9/8/97 BUY L 003 5000.00 7.125 35675.00
9/8/97 BUY L 004 5000.00 7.063 35362.50
9/8/97 BUY L 005 15700.00 7.000 110057.00
9/8/97 BUY L 006 3400.00 6.938 23621.50
9/10/97 BUY L 001 5100.00 6.875 35113.50
9/10/97 BUY L 002 4300.00 6.813 29336.75
9/10/97 BUY L 003 700.00 6.750 4732.00
9/10/97 BUY L 004 10000.00 6.938 69475.00
9/10/97 BUY L 005 10200.00 7.000 71502.00
9/15/97 BUY L 001 26500.00 7.125 189077.50
9/15/97 BUY L 002 6500.00 7.250 47190.00
9/15/97 BUY L 003 9000.00 7.188 64777.50
9/15/97 BUY L 004 5000.00 7.063 35362.50
9/15/97 BUY L 005 20000.00 7.000 140200.00
9/16/97 BUY L 001 15500.00 7.000 108655.00
9/16/97 BUY L 002 500.00 6.938 3463.75
9/18/97 BUY L 001 2800.00 6.688 18753.00
9/18/97 BUY L 002 500.00 6.813 3411.25
9/18/97 BUY L 003 5500.00 6.875 37867.50
9/19/97 BUY L 001 5000.00 6.750 33800.00
9/19/97 BUY L 002 8500.00 6.688 56928.75
9/19/97 BUY L 003 6500.00 6.625 43127.50
9/19/97 BUY L 004 500.00 6.750 3380.00
9/22/97 BUY L 001 1000.00 6.563 6572.50
9/22/97 BUY L 002 900.00 6.625 5971.50
9/22/97 BUY L 003 600.00 6.625 3981.00
9/24/97 BUY L 001 1000.00 6.563 6572.50
9/24/97 BUY L 002 2700.00 6.500 17577.00
SCHEDULE 13D
CUSIP NO. 62758B109
Page 24
A/C: ALPHA INDUSTRIES RETIREMENT PLAN
DATE TRANS LOT/ID QUANTITY TRD PRC AMT/PRIN
LONG
NO TRADES IN THE LAST 60 DAYS
SCHEDULE 13D
CUSIP NO. 62758B109
Page 25
A/C: ALPHA TECHNOLOGY CORP.
DATE TRANS LOT/ID QUANTITY TRD PRC AMT/PRIN
LONG
9/18/97 BUY L 001 300.00 6.750 2028.00
9/18/97 BUY L 002 700.00 6.688 4688.25
SCHEDULE 13D
CUSIP NO. 62758B109
Page 26
A/C: LAMBDA FINANCIAL SERVICE CORP.
DATE TRANS LOT/ID QUANTITY TRD PRC AMT/PRIN
LONG
8/25/97 BUY L 001 4900.00 4.375 21486.50
8/25/97 BUY L 002 57700.00 4.250 245802.00
8/25/97 BUY L 003 2000.00 4.188 8395.00
8/25/97 BUY L 004 13100.00 4.125 54168.50
8/25/97 BUY L 005 2000.00 4.313 8645.00
8/26/97 BUY L 001 38500.00 5.250 202510.00
8/26/97 BUY L 002 29300.00 5.188 152286.75
8/26/97 BUY L 003 2400.00 5.125 12324.00
8/26/97 BUY L 004 75000.00 5.000 375750.00
8/26/97 BUY L 005 14100.00 5.000 70641.00
8/26/97 BUY L 006 12300.00 4.938 60854.25
8/26/97 BUY L 007 2500.00 4.813 12056.25
8/26/97 BUY L 008 11300.00 4.750 53788.00
8/26/97 BUY L 009 900.00 4.688 4227.75
8/26/97 BUY L 010 900.00 4.375 3946.50
8/26/97 BUY L 011 12500.00 4.375 54812.50
8/26/97 BUY L 012 2000.00 4.313 8645.00
9/18/97 BUY L 001 8600.00 6.750 58136.00
