-----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, D3bAmZGq8KOrRKqBAujcKwWV9bGCVJSFhCFJTH7uCJ++pGZwlfzFt7E3gKP17T3q ZWJs+xGwXjKZeKoUTv3o8w== 0000005907-96-000034.txt : 19961212 0000005907-96-000034.hdr.sgml : 19961212 ACCESSION NUMBER: 0000005907-96-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961211 SROS: BSE SROS: CSX 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43423 FILM NUMBER: 96679202 BUSINESS ADDRESS: STREET 1: 3625A SW MURRAY BLVD CITY: BEAVERTON STATE: OR ZIP: 97005 BUSINESS PHONE: 5036443535 MAIL ADDRESS: STREET 2: 3625A SW MURRAY BLVD CITY: BEAVERTON STATE: OR ZIP: 97005 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Triquint Semiconductor, Inc. (Name of Issuer) Common Stock, no par value _________________________________________________ (Title of Class of Securities) 89674K103 ____________________________ (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) September 27, 1996 (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 . . (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). 1 SCHEDULE 13D CUSIP No. 89674K103 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 SC 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 - 0 - SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY - 0 - EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON - 0 - WITH 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT 2 Item 1. Security and Issuer. The title of the class of equity securities to which this statement relates is common stock with no par value (the "Stock") of Triquint Semiconductor, Inc., a California Corporation (the "Issuer"). The address of the principal executive office of the Issuer is: 3625A SW Murray Boulevard Beaverton, OR 97005 Item 2. Identity and Background. (a) AT&T Corp. ("AT&T"), (b) 32 Avenue of the Americas, New York, New York 10013-2412 (c) AT&T is a major participant in the communications 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. (f) a New York corporation 3 Item 3. Source and Amount of Funds or Other Consideration. As of the date of the Event requiring the filing of this Schedule 13D, AT&T transferred 661,059 shares of the Issuer (which includes 200,000 shares issuable pursuant to a presently exercisable warrant) (the "Shares") to Lucent Technologies, Inc. ("Lucent") as a result of the restructuring of AT&T Corp. The Shares were transferred to Lucent on September 27, 1996, pursuant to the Separation and Distribution Agreement dated February 1, 1996 and Amended and Restated as of March 29, 1996, by and between AT&T Corp., Lucent Technologies Inc. ("Lucent") and NCR Corporation. Item 4. Purpose of the Transaction. As a result of the spin-off of Lucent from AT&T, the transfer of assets including the shares for federal income tax purposes will be treated as an exchange and therefore no gain or loss will be realized pursuant Internal Revenue Code Section 368(s)(1)(D) pursuant to a private letter ruling from the United States Internal Revenue Service. Item 5. Interest in Securities of the Issuer. (a) The aggregate number of shares of the Stock transferred by AT&T is 661,059. This represents approximately 8% of the shares of the Stock outstanding (based on 8,113,628 shares of Stock outstanding per the Issuer's Notice of Special Meeting To Be Held November 19, 1996 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 Common Stock of the Issuer. (b) AT&T does not possesses any voting or dispositive rights. (c) To the best of AT&T's knowledge [except as described in Item 3 and Schedule II hereto,] there have been no transactions in the class of securities reported on that were effective during 4 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) On September 27, 1996, AT&T ceased to be the beneficial owner of more than five percent of the class of securities. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None Item 7. Material to Be Filed as Exhibits. None 5 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 Harold W. Burlingame Executive Vice President - Human Resources, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Kenneth T. Derr Chairman and CEO of Chevron Corporation 575 Market Street San Francisco, CA 94105 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 Belton K. Johnson Former Owner of Chaparrosa Ranch 100 West Houston Street Suite 1100 San Antonio, TX 78205 6 Ralph S. Larsen Chairman and CEO of Johnson and Johnson 1 Johnson and Johnson Plaza New Brunswick, NJ 08933 Marilyn Laurie Executive Vice President - Public Relations and Employee Information, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Gail G. McGovern Executive Vice President, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Donald F. McHenry President of IRC Group, Inc. (Consultants) Georgetown University School of Foreign Service ICC 301 Washington, DC 20057 Richard W. Miller Senior Executive Vice President, AT&T & Chief Financial Officer 295 North Maple Avenue Basking Ridge, NJ 07920 Joseph P. Nacchio Executive Vice President, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Lars Nyberg Chairman and CEO of NCR Corporation 1700 South Patterson Boulevard Dayton, OH 45479 John C. Petrillo Executive Vice President, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Ronald J. Ponder Executive Vice President, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 7 Michael I. Sovern President Emeritus & Chancellor Kent Professor of Law at Columbia University 435 W. 116th Street, Box B20 New York, NY 10027 John R. Walter President and Chief Operating Officer, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 Marilyn J. Wasser Vice President and Secretary, AT&T 131 Morristown Road Basking Ridge, NJ 07920 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 Executive Vice President Policy Development and Operations Support, AT&T 295 North Maple Avenue Basking Ridge, NJ 07920 SCHEDULE II None 8 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 11, 1996 AT&T Corp. By: Marilyn J. Wasser Vice President - Law and Secretary -----END PRIVACY-ENHANCED MESSAGE-----