-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FDBrFrs0BxcDzkRIRKaTHxmlPXyWJCoA9vZi279jU7ShIa7aslezqTfgx8glO606 KBxvbSOjuNx4KW4/f7CbDg== 0000950152-99-005180.txt : 20020715 0000950152-99-005180.hdr.sgml : 19990610 ACCESSION NUMBER: 0000950152-99-005180 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RF MICRO DEVICES INC CENTRAL INDEX KEY: 0000911160 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561733461 STATE OF INCORPORATION: NC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52447 FILM NUMBER: 99643316 BUSINESS ADDRESS: STREET 1: 7625 THORNDIKE ROAD CITY: GREENSBORO STATE: NC ZIP: 27409-9421 BUSINESS PHONE: 9106641233 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRW INC CENTRAL INDEX KEY: 0000100030 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340575430 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1900 RICHMOND RD CITY: CLEVELAND STATE: OH ZIP: 44124 BUSINESS PHONE: 2162917000 MAIL ADDRESS: STREET 1: 1900 RICHMOND ROAD CITY: CLEVELAND STATE: OH ZIP: 44124 SC 13D/A 1 RF MICRO DEVICES/TRW INC. SC 13D/A AMENDMENT #5 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 6) RF Micro Devices, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 749941 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) William B. Lawrence TRW Inc. 1900 Richmond Road, 3E Cleveland, Ohio 44124 (216) 291-7230 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 4, 1999 - -------------------------------------------------------------------------------- (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 subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box __. (Continued on following pages) (Page 1 of 7 Pages) 2 13D CUSIP NO. 749941 10 0 Page 2 of 7 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TRW Inc. ("TRW"), I.D. #34-0575430 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___ (b) ___ 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ____ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio NUMBER OF 7 SOLE VOTING POWER 9,200,474 SHARES ---------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ---------------------- EACH 9 SOLE DISPOSITIVE POWER 9,200,474 REPORTING ---------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER ---------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,200,474 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5 percent 14 TYPE OF REPORTING PERSON CO
3 SCHEDULE 13D This Amendment No. 6 on Schedule 13D amends the beneficial ownership statement initially filed on February 12, 1998 on Schedule 13G, as amended by Amendment No. 1 on Schedule 13D filed on June 29, 1998, Amendment No. 2 on Schedule 13D filed on September 18, 1998, Amendment No. 3 on Schedule 13D filed on February 3, 1999, Amendment No. 4 on Schedule 13D filed on April 29, 1999 and Amendment No. 5 on Schedule 13D filed on June 1, 1999 (collectively, the "Schedule 13D"), pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, by TRW Inc., an Ohio corporation ("TRW"). This statement is being filed to reflect TRW's sale, in the aggregate, of 777,000 shares of common stock, no par value ("Common Stock"), of RF Micro Devices, Inc. ("RFMD"), executed in multiple trades between June 1, 1999 and June 8, 1999, in accordance with Rule 144 under the Securities Act of 1933, as amended. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D. Except as modified herein, there have been no other changes in the information previously reported in the Schedule 13D. Item 5. Interest in Securities of the Issuer. Paragraphs (a) and (b) of Item 5 of the Schedule 13D are amended in their entirety by the following: (a) TRW beneficially owns 9,200,474 shares of Common Stock. The number of shares of Common Stock beneficially owned by TRW represents 23.5 percent of the 39,192,134 shares of Common Stock outstanding as of January 28, 1999, as adjusted for a stock split effected on March 31, 1999. The Directors and executive officers of TRW disclaim beneficial ownership of these shares. (b) TRW has sole voting and dispositive power with respect to 9,200,474 shares. Paragraph (c) of Item 5 of the Schedule 13D is amended by adding the following immediately prior to the last paragraph of paragraph (c): "On June 1, 1999, TRW sold an additional 109,500 shares of Common Stock of RFMD in six different trades as follows:
NUMBER OF SHARES PRICE PER SHARE 11,000 $41.375 20,000 $41.25 8,500 $41.6875 20,000 $41.625 3,000 $41.4375 47,000 $41.125
The prices set forth above do not reflect selling commissions of one-tenth of one percent on each of these transactions. (Page 3 of 7 Pages) 4 On June 2, 1999, TRW sold an additional 50,000 shares of Common Stock of RFMD in three different trades as follows:
NUMBER OF SHARES PRICE PER SHARE 5,000 $41.00 10,000 $40.0625 35,000 $40.00
The prices set forth above do not reflect selling commissions of one-tenth of one percent charged on each of these transactions. On June 3, 1999, TRW sold an additional 185,000 shares of Common Stock of RFMD in fourteen different trades as follows:
NUMBER OF SHARES PRICE PER SHARE 15,000 $43.375 5,000 $47.625 20,000 $43.75 31,500 $47.5625 5,000 $46.375 15,000 $46.00 5,000 $45.625 13,500 $47.4375 25,000 $47.3125 5,000 $47.875 15,000 $44.50 5,000 $47.75 20,000 $45.50 5,000 $45.5625
The prices set forth above do not reflect selling commissions of one-tenth of one percent charged on each of these transactions. (Page 4 of 7 Pages) 5 On June 4, 1999, TRW sold an additional 365,000 shares of Common Stock of RFMD in twenty-seven different trades as follows:
NUMBER OF SHARES PRICE PER SHARE 15,000 $48.875 1,000 $48.875 2,000 $48.4375 11,600 $49.00 12,500 $49.0625 50,300 $48.50 2,500 $49.3125 47,000 $48.9375 2,600 $49.125 55,000 $48.00 2,500 $48.8125 3,000 $48.6875 2,600 $49.25 3,700 $48.75 3,100 $49.375 5,100 $49.6875 2,500 $49.9375 25,000 $48.0625 2,500 $49.4375 4,000 $49.5625 15,500 $48.5625 35,000 $48.625 18,000 $49.875 20,000 $48.375 3,000 $49.50 14,000 $48.125 6,000 $48.25
The prices set forth above do not reflect selling commissions of one-tenth of one percent charged on each of these transactions. On June 7, 1999, TRW sold an additional 40,000 shares of Common Stock of RFMD in four different trades as follows:
NUMBER OF SHARES PRICE PER SHARE 7,500 $55.6875 10,000 $55.625 7,500 $55.4375 15,000 $55.00
The prices set forth above do not reflect selling commissions of less than one-tenth of one percent charged on each of these transactions. (Page 5 of 7 Pages) 6 On June 8, 1999, TRW sold an additional 27,500 shares of Common Stock of RFMD in six different trades as follows:
NUMBER OF SHARES PRICE PER SHARE 5,000 $57.50 2,000 $56.50 1,500 $56.25 1,500 $56.0625 5,000 $56.125 12,500 $56.00
The prices set forth above do not reflect selling commissions of less than one-tenth of one percent charged on each of these transactions of RFMD." (Page 6 of 7 Pages) 7 SIGNATURES 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: June 9, 1999 TRW INC. By: /s/ William B. Lawrence ------------------------------ William B. Lawrence Executive Vice President, General Counsel and Secretary (Page 7 of 7 Pages) -----END PRIVACY-ENHANCED MESSAGE-----