-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MjJOnBgfMkq/SrInVciicmwxSt5+m+liRalW9eto6U2aaWfzp/TksMaMEkkE6ENe Hw5pDMjDtm5lv3AD3r98yA== 0000005907-94-000075.txt : 19941230 0000005907-94-000075.hdr.sgml : 19941230 ACCESSION NUMBER: 0000005907-94-000075 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941229 SROS: BSE SROS: MSE SROS: NYSE SROS: PHLX SROS: PSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRIQUINT SEMICONDUCTOR INC CENTRAL INDEX KEY: 0000913885 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 953654013 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43423 FILM NUMBER: 94566825 BUSINESS ADDRESS: STREET 1: 3625A SW MURRAY BLVD CITY: BEAVERTON STATE: OR ZIP: 97005 BUSINESS PHONE: 5036443535 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* TRIQUINT SEMICONDUCTOR, INC. ______________________________________________________ (Name of Issuer) Common Stock, no par value _________________________________________________ (Title of Class of Securities) 89674K 10 3 ____________________________ (CUSIP Number) Marilyn J. Wasser, 32 Avenue of the Americas, New York, NY 10013-2412 (212-387-5400) ______________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 1994 _____________________________ (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 .X. (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). 2 SCHEDULE 13D CUSIP No. 89674K 10 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON AT&T Corp. 13-4924710 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___ (b)___ 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 York 7 SOLE VOTING POWER NUMBER OF 661,059 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 661,059 WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 661,059 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.84% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT 3 Item 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is common stock (the "Stock") of Triquint Semiconductor, Inc., a California corporation (the "Issuer"). The name and address of the principal executive offices of the Issuer are: Triquint Semiconductor, Inc. 3625A S.W. Murray Boulevard Beaverton, Oregon 97005 Item 2. IDENTITY AND BACKGROUND. (a), (b), (c) and (f). The name of the person filing this statement is AT&T Corp. ("AT&T"). AT&T is a New York corporation with its principal executive offices at 32 Avenue of the Americas, New York, New York 10013-2412. AT&T is a major participant in two industries: the global information movement and management industry and the financial services and leasing industry. The attached Schedule I is a list of the executive officers and directors of AT&T which contains the following information with respect to each such person: name; business address; present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and citizenship. AT&T has no controlling person or corporation. (d), (e). During the last five years, neither AT&T nor, to the best of AT&T's knowledge, any person named on Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 4 Item 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION. As of the date hereof, AT&T beneficially owns 661,059 shares of the Stock as described below. The shares are held by AT&T for its own account. The funds for the purchase of the shares were obtained from AT&T's working capital. 1. 208,333 shares of Stock and a warrant to purchase 125,000 shares of Stock (with an exercise price of $24 per Share), in exchange for $500,000 in fixed assets, $1.5 million cash (acquired August 31, 1993, see Item 4). 2. 13,872 shares of Stock acquired May 25, 1994 as a royalty payment under a patent license agreement dated August 31, 1993, between Issuer and AT&T (the "PLA"). Under the PLA, the Issuer agreed to pay a royalty to AT&T equal to 1% of Issuer's net revenue, to a maximum of $2 million, up to 166,667 shares of stock at $12 per share. 3. 238,854 shares of Stock and a warrant to purchase 75,000 shares of Stock (with an exercise price of $24 per Share), in exchange for $123,925 in fixed assets and $1,376,075 in cash (acquired December 19, 1994). These shares were acquired at a purchase price of $6.28 per share reduced from $12 per share originally agreed to by AT&T and the Issuer in August 1993. In consideration of the reduced price per share, AT&T agreed that all royalty payments are fulfilled under the PLA. Item 4. PURPOSE OF THE TRANSACTION. The event that required the filing of this Schedule 13D was the acquisition on December 19, 1994, of 238,854 shares of Stock and a warrant for 75,000 shares of Stock pursuant to the second closing in connection with an investment in the Issuer relating to the sale of certain fixed assets, a joint development effort, technology transfer, and foundry relationship (i.e., manufacture of products by the Issuer for AT&T) entered into between the Issuer and AT&T on August 31, 1993. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate number of shares of the Stock beneficially owned by AT&T is 661,059. This represents approximately 11.84% of the shares of the Stock outstanding (based on 5,580,264 shares of Stock outstanding per the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1994, and AT&T's warrant to purchase 200,000 additional shares). To the best of AT&T's knowledge, except as described in Schedule II hereto, none of the persons listed on Schedule I hereto beneficially owns any shares of Stock of the Issuer. 5 (b) AT&T possesses the sole power to vote or direct the vote and to dispose of or direct the disposition of all of the shares of stock beneficially owned by it. The voting and dispositive power of the persons listed on Schedule I hereto is only that attributable generally to officers and directors of AT&T. (c) To the best of AT&T's knowledge there have been no transactions in the class of securities reported on that were effective during the past 60 days by AT&T or the persons listed on Schedule I hereto. (d) To the best of AT&T's knowledge, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth under Items 3 and 4 is incorporated herein by reference. Item 7. MATERIAL TO BE FILED AS EXHIBITS. None. 6 SCHEDULE I Each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with AT&T, the principal business of their employer is described under Item 2 above. Principal Occupation or Employment; Business Address; and Principal Name Business of Employer Robert E. Allen Chairman and Chief Executive Officer, AT&T 32 Avenue of the Americas New York, NY 10013-2412 R. S. Bodman Senior Vice President, Corporate Strategy and Development, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Harold W. Burlingame Senior Vice President - Human Resources, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 M. Kathryn Eickhoff President of Eickhoff Economics, Inc. (Economic Consultants) 510 LaGuardia Place, Suite 400 New York, NY 10012 Walter Y. Elisha Chairman and Chief Executive Officer of Springs Industries, Inc. (Textiles Manufacturing) 205 North White Street, P. O. Box 70 Fort Mill, SC 29715 Philip M. Hawley Retired Chairman and Chief Executive Officer of Carter Hawley Hale Stores, Inc. (Department Stores) 444 South Flower Street - Suite 228 Los Angeles, CA 90071-2900 7 Principal Occupation or Employment; Business Address; and Principal Name Business of Employer Carla A. Hills Chairman & Chief Executive Officer of Hills & Company (international consultants) 1200 19th Street, N.W. - 5th Floor Washington, DC 20036 Belton K. Johnson Former Owner of Chaparrosa Ranch 100 West Houston Street Suite 1100 San Antonio, TX 78205 Marilyn Laurie Senior Vice President - Public Relations, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Drew Lewis Chairman and Chief Executive Officer of Union Pacific Corp. (Transportation Natural Resources, and Environmental Services) Martin Tower Eighth and Eaton Avenues Bethlehem, PA 18018 A. J. Mandl Executive Vice President, AT&T & Chief Executive Officer of Communications Services Group 295 North Maple Avenue Basking Ridge, NJ 07920 W. B. Marx, Jr. Executive Vice President, AT&T & Chief Executive Officer of Multimedia Products Group 295 N. Maple Avenue Basking Ridge, NJ 07920 J. S. Mayo President, Bell Laboratories Division, AT&T 600 Mountain Avenue Murray Hill, NJ 07974 8 Principal Occupation or Employment; Business Address; and Principal Name Business Employer R. A. McGinn Executive Vice President, AT&T & Chief Executive Officer Network Systems Group 475 South Street Morristown, NJ 07962 Donald F. McHenry President of IRC Group, Inc. (Consultants) Georgetown University School of Foreign Service ICC 301 Washington, DC 20057 R. W. Miller Executive Vice President, AT&T & Chief Financial Officer 295 N. Maple Avenue Basking Ridge, NJ 07920 V. A. Pelson Executive Vice President, AT&T & Chairman of Global Operations Team 295 North Maple Avenue Basking Ridge, NJ 07920 Donald S. Perkins Retired Chairman of the Board of Jewel Companies, Inc. (Diversified Retailer) 100 North Riverside Plaza Suite 1700 Chicago, IL 60606 Henry B. Schacht Chairman and Former Chief Executive Officer of Cummins Engine Company, Inc. Box Number 3005 Columbus, IN 47202-3005 Michael I. Sovern President Emeritus & Chancellor Kent Professor of Law at Columbia University 435 W. 116th Street, Box B20 New York, NY 10027 9 Principal Occupation or Employment; Business Address; and Principal Name Business of Employer J. L. Stead Executive Vice President, AT&T & Chairman & Chief Executive Officer Global Information Solutions 1700 S. Patterson Boulevard Dayton, OH 45479 Franklin A. Thomas President of the Ford Foundation 320 East 43rd Street New York, NY 10017 Joseph D. Williams Chairman of the Executive Committee Warner-Lambert Co. (Pharmaceuticals, Health Care and Consumer Products) 182 Tabor Road Morris Plains, NJ 07950 Thomas H. Wyman Chairman, S. G. Warburg & Co. Inc. The Equitable Center 787 7th Avenue New York, NY 10019 John D. Zeglis Senior Vice President--General Counsel and Government Affairs, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 10 SCHEDULE II None. 11 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. Date: December , 1994 AT&T Corp. By: Marilyn J. Wasser Corporate Vice President - Law and Secretary -----END PRIVACY-ENHANCED MESSAGE-----