-----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, O+eLIr9pU3kLpQamYoNpKamDHOE6GTSXlYsrLHZ6CYKg75313DMXBAJAncrakAjv HWWWqAhXtKRzVhMBz68DIw== 0001079817-03-000023.txt : 20030214 0001079817-03-000023.hdr.sgml : 20030214 20030214181001 ACCESSION NUMBER: 0001079817-03-000023 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POWERWAVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001023362 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112723423 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49637 FILM NUMBER: 03569289 BUSINESS ADDRESS: STREET 1: 1801 E. ST. ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 7144661000 MAIL ADDRESS: STREET 1: POWERWAVE TECHNOLOGIES INC STREET 2: 1801 E. ST. ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN INVESTMENT ADVISORY & TRUST CO CENTRAL INDEX KEY: 0001079817 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 19 SOUTH STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4106376820 MAIL ADDRESS: STREET 1: 19 SOUTH STREET CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13G 1 powerwave12312002.txt 13G POWERWAVE 12312002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.________)* Powerwave Technologies Inc. (Name of Issuer) Common Stock (Par Value $.0001) (Title of Class of Securities) 739363109 (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 there to 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). (Continued on following pages) Page 1 of 6 Pages CUSIP No. 739363109 Page 2 of 6 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brown Investment Advisory & Trust Company ("BIATC"), its wholly owned subsidiary, Brown Investment Advisory Incorporated ("BAI"). 52-1811121 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Brown Investment Advisory & Trust Company and Brown Advisory Incorporated are Maryland corporations. NUMBER OF 5 SOLE VOTING POWER SHARES BIATC 1775221 shares BAI 2194617 shares 3969838 shares BENEFICIALLY 6 SHARED VOTING POWER OWNED BY BIATC 2300 shares BAI 0 shares 2300 shares EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH BIATC 1746853 shares BAI 2194107 shares 3940960 shares 8 SHARED DISPOSITIVE POWER BIATC 39260 shares BAI 510 shares 39770 shares CUSIP No. 739363109 Page 3 of 6 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON BIATC 1790866 shares BAI 2194617 shares 3985483 shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) BIATC 2.7% BAI 3.4% 6.1% 12. TYPE OF REPORTING PERSON* BIATC - BK BAI - IA *SEE INSTRUCTIONS BEFORE FILLING OUT Item 1. (a) NAME OF ISSUER: Powerwave Technologies Inc. (b) Address of Issuer's Principal Executive Offices: 1801 East St Andrew Place, Santa Ana, CA 92705 Item 2. (a) NAME OF PERSON FILING: Brown Investment Advisory & Trust Company ("BIATC"), its wholly owned subsidiary, Brown Investment Advisory Incorporated ("BAI"). (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 901 South Bond Street, Suite 400 Baltimore, Maryland 21231 (c) CITIZENSHIP: Brown Investment Advisory & Trust Company and Brown Advisory Incorporated are Maryland corporations. CUSIP No. 739363109 Page 4 of 6 (d) TITLE OF CLASS OF SECURITIES: Common Stock of ($.0001 par) of Powerwave Technologies Inc. (e) CUSIP Number: 739363109 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: For BIATC (b) [x] Bank as defined in section 3(a)(6) of the Act For BAI (e) [x] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 Item 4. OWNERSHIP: (a) AMOUNT BENEFICIALLY OWNED: As of December 31, 2002 BIATC 1790866 shares BAI 2194617 shares 3985483 shares (b) PERCENT OF CLASS: BIATC 2.7% BAI 3.4% 6.1% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: BIATC 1775221 shares BAI 2194617 shares 3969838 shares CUSIP No. 739363109 Page 5 of 6 (ii) shared power to vote or to direct the vote: BIATC 2300 shares BAI 0 shares 2300 shares (iii) sole power to dispose or to direct the disposition of: BIATC 1746853 shares BAI 2194107 shares 3940960 shares (iv) shared power to dispose or to direct the disposition of: BIATC 39260 shares BAI 510 shares 39770 shares 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. Not applicable Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable Item 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable CUSIP No. 739363109 Page 6 of 6 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 purpose or effect. 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: As of December 31, 2002 Signature: Brown Investment Advisory & Trust Company By: /S/ Sandra J. Doeller Title: Principal Signature: Brown Investment Advisory Incorporated By: /S/ Sandra J. Doeller Title: Principal -----END PRIVACY-ENHANCED MESSAGE-----