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. 1)* Alpha Industries, Inc. - ------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------- (Title of Class of Securities) 02075310 - -------------- (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 Act but shall be subject to all other provisions of the Act (however, see the Notes).Page 2 of 12 Pages CUSIP NO. 02075310 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 382,800 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 382,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 382,800 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.63% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT!
Page 3 of 12 Pages CUSIP NO. 02075310 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 382,800 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 382,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 382,800 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.63% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT!
Page 4 of 12 Pages CUSIP NO. 02075310 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 382,800 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 382,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 382,800 (ownership disclaimed pursuant to Section 13d-4 of the 1934 Act) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.63% 12. TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTION BEFORE FILING OUT!
Page 5 of 12 Pages CUSIP NO. 02075310 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fund 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 260,200 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 260,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,200 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.47% 12. TYPE OF REPORTING PERSON* IA, PN *SEE INSTRUCTION BEFORE FILING OUT!
Page 6 of 12 CUSIP NO. 02075310 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merrill Lynch Special Value Fund, 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 260,200 7. SOLE DISPOSITIVE POWER NONE 8. SHARED DISPOSITIVE POWER 260,200 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 260,200 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.47% 12. TYPE OF REPORTING PERSON* IV *SEE INSTRUCTION BEFORE FILING OUT!
Page 7 of 12 SCHEDULE 13G ITEM 1 (a) Name of Issuer: -------------- Alpha Industries, Inc. (the "Company") ITEM 1 (b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 20 Sylvan Road Woburn, MA 01801 ITEM 2 (a) Name of Persons Filing: --------------------- Merrill Lynch & Co., Inc. Merrill Lynch Group, Inc. Princeton Services, Inc. Fund Asset Management, L.P. Merrill Lynch Special Value Fund, Inc. ITEM 2 (b) Address of Principal Business Office or, if none, Residence: ----------------------------------------------------------- Merrill Lynch & Co., Inc. World Financial Center, North Tower 250 Veasey Street New York, NY 10281 Merrill Lynch Group, Inc. World Financial Center, North Tower 250 Veasey Street New York, NY 10281 Princeton Services, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Fund Asset Management, L.P. 800 Scudders Mill Road Plainsboro, New Jersey 08536 Merrill Lynch Special Value Fund, Inc. 800 Scudders Mill Road Plainsboro, New Jersey 08536
Page 8 of 12 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: See Cover Page ITEM 3 Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML Group"), and Princeton Services, Inc. ("PSI") is a parent holding companies in accordance with (S) 240.13d-1(b)(ii)(G) of the Securities Exchange Act of 1934. Fund Asset Management, L.P. (d/b/a) Fund Asset Management ("FAM") is an investment adviser registered under (S) 203 of the Investment Advisers Act of 1940 (the "Advisers Act"). Merrill Lynch Special Value Fund, 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, PSI, and FAM disclaim beneficial ownership of the securities of Alpha Industries, 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 owner 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
Page 9 of 12 (iii) sole power to dispose of or to direct the disposition of: See Item 7 of Cover 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 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: [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 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 and are held in the ordinary course of business and were not acquired and are not held 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 and are not held in connection with or as a participant in any transaction having such purpose or effect.
Page 10 of 12 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: January 20, 1999 Merrill Lynch & Co, Inc. /s/ Andrea Lowenthal - ----------------------------- Name: Andrea Lowenthal Title: Attorney-In-Fact* Merrill Lynch Group, Inc. /s/ Andrea Lowenthal - ----------------------------- Name: Andrea Lowenthal Title: Attorney-In-Fact** Princeton Services, Inc. /s/ Ira P. Shapiro - ----------------------------- Name: Ira P. Shapiro Title: Attorney-In-Fact*** Fund Asset Management, L.P. By: Princeton Services, Inc. (General Partner) /s/ Ira P. Shapiro - ------------------------- Name: Ira P. Shapiro Title Attorney-In-Fact**** Merrill Lynch Special Value Fund, Inc. /s/ Ira P. Shapiro - -------------------------- Name: Ira P. Shapiro Title: Attorney-In-Fact*****
Page 11 of 12 - ------------------------------------ *Signed pursuant to a power of attorney, dated November 17, 1995, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch & Co., Inc., on January 15, 1998 with respect to Alpha Industries, Inc. **Signed pursuant to a power of attorney, dated November 17, 1995, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch Group, Inc., on January 15, 1998 with respect to Alpha Industries, Inc. ***Signed pursuant to a power of attorney, dated January 26, 1998, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Princeton Services, Inc., on February 14, 1998 with respect to LTX Corporation. ****Signed pursuant to a power of attorney, dated January 26, 1998, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Fund Asset Management, L.P., on February 14, 1998 with respect to LTX Corporation. *****Signed pursuant to a power of attorney, dated January 26, 1998, included as an exhibit to Schedule 13G filed with the Securities and Exchange Commission by Merrill Lynch Special Value Fund, Inc., on February 14, 1998 with respect to Planar Systems, Inc.
Page 12 of 12 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"). The relevant subsidiaries of ML&Co. are ML Group and PSI, which is the general partner of 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 Alpha Industries, Inc. (the "Company") held by or deemed to be beneficially owned by 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 as set forth herein 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 as set forth herein by virtue of its being the general partner of FAM. 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 of the reported securities of the Company as set forth herein as a result of its 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. One registered investment company advised by FAM, Merrill Lynch Special Value Fund, Inc., is the owner of certain of the reported securities of the Company as set forth herein and is a reporting person. Pursuant to (S)240.13d-4 of the 1934 Act, ML & Co., ML Group, PSI and FAM disclaim 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 of 1934, the beneficial owner of any securities of the Company.