UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No.1)*
Alaska Air Group Inc.
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(Name of Issuer)
Common Stock **
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(Title Of Class of Securities)
011659109**
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(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 ("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).
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** The amount reflected in Item 9 of the cover page includes common stock
issuable upon conversion of convertible bonds (the "Convertible Bonds") (CUSIP
011659AD1). In the aggregate, Merrill Lynch & Co., may be deemed to
beneficially own 17,800 shares of Common Stock and an additional 471,166 shares
upon conversion of the Convertible Bonds.
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CUSIP NO. 011659109 13G PAGE __ of ___ PAGES
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
5 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 488,966
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
None
8 SHARED DISPOSITIVE POWER
488,966
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,966
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.34%
12 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) NAME OF ISSUER:
Alaska Air Group Inc.
Item 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
19300 Pacific Highway South
Seattle, Washington 98188
Item 2 (a) NAMES OF PERSONS FILING:
Merrill Lynch & Co., Inc.
Item 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE,
RESIDENCE:
Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
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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:
011659109
Item 3
Merrill Lynch & Co., Inc. ("ML&Co.) is a parent holding company, in
accordance with Section 240.13d-1(b)(ii)(G).
Item 4 OWNERSHIP
(a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to Section 240.13d-
4, ML&Co., disclaims beneficial ownership of the securities of Alaska Air Group
Inc. referred to herein, and the filing of this Schedule 13G shall not be
construed as an admission that ML&Co. is, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of any
securities of Alaska Air Group Inc. covered by this statement other than
securities of Alaska Air Group Inc. held by MLPF&S in proprietary accounts.
.
(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
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(iv) shared power to dispose or to direct the disposition
of:
See Item 8 of Cover Pages
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
MLPF&S is a sponsor of various unit investment trusts ("UITs") which invest in
"equity securities" as defined in Section 240.13d-1(d). While UITs have the
right to receive, or the power to direct the receipt of dividends from, or the
proceeds from the sale of securities reported herein, no single UIT's interest
relates to more than 5% of the class of securities reported herein. MLAM is an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940 and act as investment advisers to investment companies registered
under section 8 of the Investment Company Act of 1940. With respect to
securities held by those investment companies, several persons have the right to
receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities. No other person has an interest that relates
to more than 5% of the class of securities reported herein.
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
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Item 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10 CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired 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 in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
MERRILL LYNCH & CO., INC.
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Date:
______________________
Signature:
______________________
Name: Richard B. Alsop
______________________
Title: Attorney-in-Fact*
*Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit B.
EXHIBIT 99.1
EXHIBIT A TO SCHEDULE 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
The person 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."), is a parent
holding company pursuant to Section 240. 13d-1(b)(1)(ii)(G). The relevant
subsidiaries of ML&Co. are Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), Merrill Lynch Group, Inc. ("ML Group"), Princeton Services, Inc.
("PSI"), Merrill Lynch Asset Management L.P. (d/b/a) Merrill Lynch Asset
Management ("MLAM"). No single subsidiary's interest relates to more than 5% of
the class of securities reported herein.
MLPF&S, a Delaware corporation with its principal place of business at
World Financial Center, North Tower, 250 Vesey Street, New York, New York, is a
wholly-owned direct subsidiary of ML&Co. and a broker-dealer registered pursuant
to the Securities Exchange Act of 1934. MLPF&S is the beneficial owner of 2.95%
of the common stock of Alaska Air Group Inc.
ML Group, a Delaware coporation with its principal place of business at
World Financial Center, North Tower, 250 Vesey Street, New York, New York, is a
wholly-owned direct subsidiary of ML&Co. and a parent holding company pursuant
to Section 240.13d-1(b)(1)(ii)(G). ML Group may be deemed to be the beneficial
owner of 0.38% of the common stock of Alaska Air Group Inc. by virtue of its
control of its wholly-owned subsidiaries PSI.
PSI, a Delaware corporation with its principal place of business at 800
Scudders Mill Road, Plainsboro, New Jersey, and a wholly-owned subsidiary of ML
Group, may be deemed to be the beneficial owner of 0.38% of the common stock of
Alaska Air Group Inc. by virtue of its being the general partner of MLAM.
MLAM, is a Delaware limited partnership with its principal place of
business at 800 Scudders Mill Road, Plainsboro, New Jersey and is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940.
MLAM may be deemed to be the beneficial owner of 0.38% of the common stock of
Alaska Air Group Inc. by virtue of its acting as investment advisor to private
accounts and investment companies registered under section 8 of the Investment
Company Act of 1940.
Pursuant to Section 240.13d-4, ML&Co., MLPF&S, ML Group, PSI, MLAM, disclaim
beneficial ownership of the securities of Alaska Air Group Inc. referred to
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 Securities Exchange Act of 1934, the beneficial owner of any of the
securities of Alaska Air Group Inc. other than in the case of ML&Co. and MLPF&S,
securities of Alaska Air Group Inc. held by MLPF&S in proprietary accounts.
EXHIBIT 99.2
EXHIBIT B TO SCHEDULE 13G
POWER OF ATTORNEY
The undersigned, Merrill Lynch & Co., ( the "Corporation") a corporation
duly organized under the laws of Delaware, with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281does hereby make, constitute and appoint Richard B. Alsop, Richard D.
Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual from time
to time elected or appointed as secretary or an assisitant secretary of the
Corporation, acting severally, each of whose address is Merrill Lynch & Co.,
Inc., World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281, as its 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, (ii) and generally
to take such other actions and perform such other things necessary to effectuate
the foregoing as fully in al 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,
this 17th day of November, 1995.
MERRILL LYNCH & Co., Inc.
By: /s/ David H. Komansky
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Name:David H. Komansky
Title: President and Chief Operating Officer