CUSIP NO. 62758B109 Page 1 of 16 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
February 5, 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 2 of 16 Pages
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 7. SOLE VOTING POWER 200,000 shares
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 9. SOLE DISPOSITIVE POWER 200,000 shares
EACH 10. SHARED DISPOSITIVE POWER
REPORTING
PERSON
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .59%
14. TYPE OF REPORTING PERSON* 00 - Trust
SCHEDULE 13D
CUSIP NO. 62758B109 Page 3 of 16 Pages
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 7. SOLE VOTING POWER 1,600,000 shares
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 9. SOLE DISPOSITIVE POWER 1,600,000 shares
EACH 10. SHARED DISPOSITIVE POWER
REPORTING
PERSON
WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000 shares
12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_______
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.66%
14. TYPE OF REPORTING PERSON* IN
CUSIP NO. 62758B109 Page 4 of 16 Pages
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 5 of 16 Pages
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
SCHEDULE 13D
CUSIP NO. 62758B109 Page 6 of 16 Pages
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
SCHEDULE 13D
CUSIP NO. 62758B109 Page 7 of 16 Pages
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., 71 Suttons Lane,
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.
SCHEDULE 13D
CUSIP NO. 62758B109 Page 8 of 16 Pages
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., 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.
SCHEDULE 13D
CUSIP NO. 62758B109 Page 9 of 16 Pages
(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.
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 was trust 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 February 5,
1997 was:
M.A.A.A. Trust FBO Mark, $ 152,000.00
Andrew, Alan & Alfred Teo, Jr.
Alfred Teo and Annie Teo,
Joint Tenants with Rights
of Survivorship $1,847,267.20
Total $1,999,267.20
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;
SCHEDULE 13D
CUSIP NO. 62758B109 Page 10 of 16 Pages
(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;
(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.
SCHEDULE 13D
CUSIP NO. 62758B109 Page 11 of 16 Pages
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on February 5, 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:
Number Percentage
Name of Shares of Class
M.A.A.A. Trust FBO Mark,
Andrew, Alan & Alfred Teo, Jr. 200,000 0.59%
Alfred Teo and Annie Teo,
Joint Tenants with Rights
of Survivorship 1,600,000 4.66%
Total
Note: Percentage of Class is based on 34,302,000 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.
(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 three (3)
pages.
(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.
SCHEDULE 13D
CUSIP NO. 62758B109 Page 12 of 16 Pages
(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.
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.
CUSIP NO. 62758B109 Page 13 of 16 Pages
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____________
Dated: February 14, 1997 Alfred Teo, Individually
__/s/_Annie Teo______________
Dated: February 14, 1997 Annie Teo, Individually
Dated: February 14, 1997 __/s/_Annie Teo______________
Annie Teo, Trustee of the
M.A.A.A. Trust
Dated: February 14, 1997 ___/s/ Teren Seto Handelman_
Teren Seto Handelman, Trustee
of the M.A.A.A. Trust
SCHEDULE 13D
CUSIP NO. 62758B109 Page 14 of 16 Pages
PXIQM172-L GLOBAL PORTFOLIO REPORTING SYSTEM 11FEB97
RR: 0015 PRODUCT TRANSACTION HISTORY (FUNC CCY - U.S. DOLLARS) 01:47PM
A/C: MAAA TRUST FBO 002-02865-2
PRODUCT NUMBER: 62758B109 FUNC MKTPRC 1.00 (USD) YLD:
PRODUCT SYMBOL: MLG ISS MKTPRC 1.00 (USD) 2/10/97
PRODUCT DESC: MUSICLAND STORES CORP.
SECURITY DEMONINATION - U.S. DOLLARS
DATE TRANS LOT/ID QUANTITY TRD PRC AMT/PRIN
LONG
02/05/97 BUY L 001 200000.00 .750 152000.00
OPT: M I E P H S F B T = >
I4937 TOP OF DATA-MORE TO VIEW I4940 DATA AVAILABLE ON RIGH
SCHEDULE 13D
CUSIP NO. 62758B109 Page 15 of 16 Pages
PXIQM172-L GLOBAL PORTFOLIO REPORTING SYSTEM 11FEB97
RR: 0015 PRODUCT TRANSACTION HISTORY (FUNC CCY - U.S. DOLLARS) 01:46PM
A/C: ALFRED S. TEO & ANNIE TEO JT. TEN 002-80275-9
PRODUCT NUMBER: 62758B109 FUNC MKTPRC 1.00 (USD) YLD:
PRODUCT SYMBOL: MLG ISS MKTPRC 1.00 (USD) 2/10/97
PRODUCT DESC: MUSICLAND STORES CORP.
SECURITY DEMONINATION - U.S. DOLLARS
DATE TRANS LOT/ID QUANTITY TRD PRC AMT/PRIN
01/23/97 BUY L 001 100000.00 1.250 126000.00
01/31/97 BUY L 001 300000.00 1.000 303000.00
02/03/97 BUY L 001 25000.00 .750 19000.00
02/03/97 BUY L 002 475000.00 .750 361000.00
OPT: M I E P H S F B T = >
I4938 MORE DATE TO VIEW I4940 DATA AVAILABLE ON RIGHT
SCHEDULE 13D
CUSIP NO. 62758B109 Page 16 of 16 Pages
PXIQM172-L GLOBAL PORTFOLIO REPORTING SYSTEM 11FEB97
RR: 0015 PRODUCT TRANSACTION HISTORY (FUNC CCY - U.S. DOLLARS) 01:47PM
A/C: ALFRED S. TEO & ANNIE TEO JT. TEN. 002-80275-9
PRODUCT NUMBER: 62758B109 FUNC MKTPRC 1.00 (USD) YLD:
PRODUCT SYMBOL: MLG ISS MKTPRC 1.00 (USD) 2/10/97
PRODUCT DESC: MUSICLAND STORES CORP.
SECURITY DEMONINATION - U.S. DOLLARS
DATE TRANS LOT/ID QUANTITY TRD PRC AMT/PRIN
LONG
09/20/96 BUY L 001 200000.00 1.500 302000.00
09/26/96 BUY L 001 50000.00 1.500 75500.00
09/27/96 BUY L 002 8600.00 1.375 11928.20
10/15/96 BUY L 001 41400.00 1.375 57339.00
10/22/96 BUY L 001 200000.00 1.375 277000.00
11/27/96 BUY L 001 100000.00 1.500 151000.00
12/16/96 BUY L 001 100000.00 1.625 163500.00
OPT: M I E P H S F B T = >
I4937 TOP OF DATA-MORE TO VIEW I4940 DATA AVAILABLE ON RIGHT