-----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, OVp9RFEqmDre5/Py+uaCbYOc+XpwA7OGky8qfTp6NNeqlMCq3+U9v9W7N4CbQBV5 XDNE5q6VSU0JVU1LpxbW6A== 0000950148-03-001563.txt : 20030620 0000950148-03-001563.hdr.sgml : 20030620 20030620095536 ACCESSION NUMBER: 0000950148-03-001563 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030620 GROUP MEMBERS: DAVID H. BATCHELDER GROUP MEMBERS: JAMES J. ZEHENTBAUER GROUP MEMBERS: JOEL L. REED GROUP MEMBERS: RALPH V. WHITWORTH GROUP MEMBERS: RELATIONAL COAST PARTNERS, L.P. GROUP MEMBERS: RELATIONAL FUND PARTNERS, L.P. GROUP MEMBERS: RELATIONAL INVESTORS III, L.P. GROUP MEMBERS: RELATIONAL INVESTORS, L.P. GROUP MEMBERS: RELATIONAL PARTNERS, L.P. GROUP MEMBERS: RH FUND 1, L.P. GROUP MEMBERS: RH FUND 2, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELATIONAL INVESTORS LLC CENTRAL INDEX KEY: 0001047644 IRS NUMBER: 330694767 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4330 LA JOLLA VILLAGE DRIVE, SUITE 220 CITY: SAN DIEGO STATE: CA ZIP: 92122 BUSINESS PHONE: 6195979400 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000070530 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952095071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08145 FILM NUMBER: 03750999 BUSINESS ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR STREET 2: PO BOX 58090 CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 BUSINESS PHONE: 4087215000 MAIL ADDRESS: STREET 1: 2900 SEMICONDUCTOR DR CITY: SANTA CLARA STATE: CA ZIP: 95052-8090 SC 13D/A 1 v90998sc13dza.htm NATIONAL SEMICONDUCTOR CORPORATION SCHEDULE 13D/A Schedule 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

National Semiconductor Corporation

(Name of Issuer)

Common Stock, $0.50 par value

(Title of Class of Securities)

637640103

(Cusip Number)

Ralph V. Whitworth
Relational Investors, LLC
11975 El Camino Real, Suite 300
San Diego, CA 92130
(858) 704-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 19, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 

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CUSIP No. 637640103 Page 2 of 17
  1. Name of Reporting Person:
Relational Investors, LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
13,025,000
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
13,025,000
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.14%
  14.Type of Reporting Person (See Instructions):
OO

2

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CUSIP No. 637640103 Page 3 of 17
  1. Name of Reporting Person:
Relational Investors, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
5,794,935
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
5,794,935
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,794,935
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
3.18%
  14.Type of Reporting Person (See Instructions):
PN

3

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CUSIP No. 637640103 Page 4 of 17
  1. Name of Reporting Person:
Relational Fund Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
115,170
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
115,170
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
115,170
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.06%
  14.Type of Reporting Person (See Instructions):
PN

4

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CUSIP No. 637640103 Page 5 of 17
  1. Name of Reporting Person:
Relational Coast Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
190,102
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
190,102
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
190,102
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.10%
  14.Type of Reporting Person (See Instructions):
PN

5

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CUSIP No. 637640103 Page 6 of 17
  1. Name of Reporting Person:
Relational Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
209,660
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
209,660
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
209,660
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.11%
  14.Type of Reporting Person (See Instructions):
PN

6

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CUSIP No. 637640103 Page 7 of 17
  1. Name of Reporting Person:
RH Fund 1, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,706,412
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
1,706,412
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,706,412
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.94%
  14.Type of Reporting Person (See Instructions):
PN

7

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CUSIP No. 637640103 Page 8 of 17
  1. Name of Reporting Person:
RH Fund 2, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC/OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
3,447,604
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
3,447,604
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
3,447,604
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
1.89%
  14.Type of Reporting Person (See Instructions):
PN

8

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CUSIP No. 637640103 Page 9 of 17
  1. Name of Reporting Person:
Relational Investors III, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
208,032
8. Shared Voting Power:
-0-
9. Sole Dispositive Power:
208,032
10.Shared Dispositive Power:
-0-
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
208,032
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.11%
  14.Type of Reporting Person (See Instructions):
PN

9

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CUSIP No. 637640103 Page 10 of 17
  1. Name of Reporting Person:
Ralph V. Whitworth		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NA
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
13,025,000
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
13,025,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.14%
  14.Type of Reporting Person (See Instructions):
IN

10

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CUSIP No. 637640103 Page 11 of 17
  1. Name of Reporting Person:
David H. Batchelder		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NA
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
13,025,000
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
13,025,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.14%
  14.Type of Reporting Person (See Instructions):
IN

11

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CUSIP No. . 637640103 Page 12 of 17
  1. Name of Reporting Person:
Joel L. Reed		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NA
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
13,025,000
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
13,025,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.14%
  14.Type of Reporting Person (See Instructions):
IN

12

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CUSIP No. 637640103 Page 13 of 17
  1. Name of Reporting Person:
James J. Zehentbauer		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
NA
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
-0-
8. Shared Voting Power:
13,025,000
9. Sole Dispositive Power:
-0-
10.Shared Dispositive Power:
13,025,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
13,025,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
7.14%
  14.Type of Reporting Person (See Instructions):
IN

13

ITEM 4. PURPOSE OF THE TRANSACTION.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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ITEM 4.      PURPOSE OF THE TRANSACTION.

                Item 4 hereby is supplemented as follows:

                Since the Schedule 13D filed jointly by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 3, 2003, the Reporting Persons and National Semiconductor Corporation (the “Company”) have discussed how the Company’s business and its allocation and application of resources should be rationalized, and the Reporting Persons have offered specific suggestions that they believe would improve the Company’s results and the trading price of its stock.

                The Reporting Persons are encouraged by the Company’s recent statements and efforts regarding “strategic profit-improvement actions that are designed to accelerate the Company’s return on investments and streamline its cost structure,” but believe that further changes are necessary consistent with these objectives. The Reporting Persons believe that participating as a shareholder representative at the Board level may be the most prudent way to effect positive change within the Company. Accordingly, on June 19, 2003, the Reporting Persons gave notice to the Company, as required by the Company’s bylaws, of the nomination of Ralph V. Whitworth and David H. Batchelder (the “Relational Nominees”) for election to the Company’s board of directors at the 2003 Annual Meeting of Stockholders.

                The Reporting Persons have prepared, but have not filed with the SEC, a proxy statement and related materials to solicit proxies to vote for the Relational Nominees. The Reporting Persons are encouraged by recent discussions with Company management in which management indicated a desire to find a mutually agreeable alternative whereby the Reporting Persons’ concerns could be addressed and a proxy contest could be avoided. The Reporting Persons intend to continue the current discussions in good faith and may reach an acceptable resolution with the Company. Due to the June 20th deadline to nominate candidates for election to the board, the Reporting Persons provided notification to the Company with respect to the nomination of the Relational Nominees to preserve their rights. If the Company and the Reporting Persons cannot agree to a mutually agreeable alternative, the Reporting Persons intend to file proxy materials and solicit proxies for the election of the Relational Nominees.

                Except as set forth above, as of the date hereof, none of the Reporting Persons has any present plan or intention which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 7.      MATERIAL TO BE FILED AS EXHIBITS

                The following Exhibit is filed herewith:

  1.   Joint Filing Agreement

 

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SIGNATURES

     After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Statement is true, complete and correct.

Dated: June 20, 2003

RELATIONAL INVESTORS, L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
RH FUND 1, L.P.
RH FUND 2, L.P.
RELATIONAL INVESTORS III, L.P.

     
By:   RELATIONAL INVESTORS, LLC
as general partner to each, except as the sole managing member of the general partner of Relational Investors III, L.P.
           
    By:   /s/ Ralph V. Whitworth
       
        Ralph V. Whitworth, Principal
         
RELATIONAL INVESTORS, LLC        
         
    By:   /s/ Ralph V. Whitworth
       
        Ralph V. Whitworth, Principal
         
        /s/ Ralph V. Whitworth
       
        Ralph V. Whitworth
         
        /s/ David H. Batchelder
       
        David H. Batchelder
         
        /s/ Joel L. Reed
       
        Joel L. Reed
         
        /s/ James J. Zehentbauer
       
        James J. Zehentbauer

 

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EXHIBIT INDEX

     
Exhibit No.   Description
     
1.   Joint Filing Agreement

  EX-99.1 3 v90998exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.50 par value, of National Semiconductor Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 20th day of June, 2003. RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. RH FUND 1, L.P. RH FUND 2, L.P. RELATIONAL INVESTORS III, L.P. By: RELATIONAL INVESTORS, LLC as general partner to each, except as the sole managing member of the general partner of Relational Investors III, L.P. By: /s/ Ralph V. Whitworth ---------------------------------- Ralph V. Whitworth, Principal RELATIONAL INVESTORS, LLC By: /s/ Ralph V. Whitworth ---------------------------------- Ralph V. Whitworth, Principal /s/ Ralph V. Whitworth ---------------------------------- Ralph V. Whitworth /s/ David H. Batchelder ---------------------------------- David H. Batchelder /s/ Joel L. Reed ---------------------------------- Joel L. Reed /s/ James J. Zehentbauer ---------------------------------- James J. Zehentbauer -----END PRIVACY-ENHANCED MESSAGE-----