| SCHEDULE 13D | ||||||||
| Item 2. Identity and Background. | ||||||||
| Item 5. Interest in Securities of the Issuer. | ||||||||
| SIGNATURES | ||||||||
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 21)
RF Micro Devices, Inc.
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
(Continued on following pages)
(Page 1 of 11 Pages)
SCHEDULE 13D
CUSIP No 749941 10 0
| (1) | Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (ENTITIES ONLY) | |||||||||||||||||||
| TRW Inc. (“TRW”), I.D. #34-0575430 | ||||||||||||||||||||
|
|
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| (2) | Check the Appropriate Box if a Member of a Group | (a) (b) |
[ ] [ ] |
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| (3) | SEC Use Only | |||||||||||||||||||
|
|
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| (4) | SOURCE OF FUNDS | |||||||||||||||||||
| WC, OO | ||||||||||||||||||||
|
|
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| (5) |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|||||||||||||||||||
|
|
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| (6) | Citizenship or Place of Organization | |||||||||||||||||||
| Ohio | ||||||||||||||||||||
|
|
||||||||||||||||||||
| (7) | Sole Voting Power | |||||||||||||||||||
| Number of |
9,164,396 | |||||||||||||||||||
| Shares |
||||||||||||||||||||
| Beneficially | (8) | Shared Voting Power | ||||||||||||||||||
| Owned by |
0 | |||||||||||||||||||
| Each | ||||||||||||||||||||
| Reporting | (9) | Sole Dispositive Power | ||||||||||||||||||
| Person With | 5,164,396 | |||||||||||||||||||
| (10) | Shared Dispositive Power | |||||||||||||||||||
| 4,000,000 (a) | ||||||||||||||||||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | |||||||||||||||||||
| 9,164,396 | ||||||||||||||||||||
|
|
||||||||||||||||||||
| (12) | Check Box if Aggregate Amount in Row (11) Excludes Certain Shares | [ ] |
||||||||||||||||||
| (13) | Percent of Class Represented by Amount in Row (11) | |||||||||||||||||||
| 5.6 percent | ||||||||||||||||||||
|
|
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| (14) | Type of Reporting Person | |||||||||||||||||||
| CO | ||||||||||||||||||||
|
|
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| (a) | These shares are the subject of a series of agreements between TRW Inc. and Goldman, Sachs & Co. pursuant to which TRW has pledged 4,000,000 shares (as adjusted for a two-for-one stock split effected by RF Micro Devices on August 25, 2000) as collateral to secure its obligations under the agreements. The agreements are described at Item 6 of Amendment No. 13 to Schedule 13D. |
(Page 2 of 11 Pages)
SCHEDULE 13D
This Amendment No. 21 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, Amendment No. 5 on Schedule 13D filed on June 1, 1999, Amendment No. 6 on Schedule 13D filed on June 9, 1999, Amendment No. 7 on Schedule 13D filed on October 5, 1999, Amendment No. 8 on Schedule 13D filed on October 12, 1999, Amendment No. 9 on Schedule 13D filed on November 18, 1999, Amendment No. 10 on Schedule 13D filed on December 7, 1999, Amendment No. 11 on Schedule 13D filed on January 4, 2000, Amendment No. 12 on Schedule 13D filed on January 25, 2000, Amendment No. 13 on Schedule 13D filed on February 15, 2000, Amendment No. 14 on Schedule 13D filed on January 9, 2001, Amendment No. 15 on Schedule 13D filed on February 14, 2001, Amendment No. 16 on Schedule 13D filed on August 2, 2001, Amendment No. 17 on Schedule 13D filed on August 15, 2001, Amendment No. 18 on Schedule 13D filed on September 24, 2001, Amendment No. 19 on Schedule 13D filed on October 16, 2001 and Amendment No. 20 on Schedule 13D filed on October 25, 2001 (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 2,145,000 shares of common stock, no par value (“Common Stock”), of RF Micro Devices, Inc. (“RFMD”), executed in multiple trades between October 25, 2001 and November 1, 2001, 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 2. Identity and Background.
Paragraphs (a), (b), (c) and (f) of Item 2 of the Schedule 13D are amended by deleting them in their entirety and replacing them with the following:
(a) – (c), (f) This statement is filed on behalf of TRW Inc., an Ohio corporation, with its principal business address at 1900 Richmond Road, Cleveland, Ohio 44124. TRW is an international company that provides advanced technology products and services. The principal businesses of TRW and its subsidiaries are the design, manufacture and sale of products and the performance of systems engineering, research and technical services for industry and the United States Government in the aerospace, information systems and automotive markets. Attached and incorporated herein by reference is Schedule A, which sets forth certain information concerning the directors and executive officers of TRW.
Item 5. Interest in Securities of the Issuer.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are amended by deleting them in their entirety and replacing them with the following:
(a) TRW beneficially owns 9,164,396 shares of Common Stock. The number of shares of Common Stock beneficially owned by TRW represents 5.6 percent of the 164,881,073 shares of Common Stock outstanding as of August 7, 2001. The Directors and executive officers of TRW disclaim beneficial ownership of these shares.
(Page 3 of 11 Pages)
(b) TRW has sole voting power with respect to 9,164,396 shares. TRW has sole dispositive power with respect to 5,164,396 shares. The remaining 4,000,000 shares beneficially owned by TRW have been pledged as collateral to secure TRW’s obligations under a series of agreements between TRW and Goldman, Sachs & Co. (“GS&Co.”). See Item 6 of Amendment No. 13 to this Schedule 13D for a description of these agreements.
(c) On October 25, 2001, TRW sold 700,000 shares of Common Stock of RFMD in thirty-nine different trades as follows:
| Number of Shares | Price per Share | ||||
25,000 |
$ | 20.00 | |||
25,000 |
$ | 20.00 | |||
25,000 |
$ | 20.00 | |||
25,000 |
$ | 20.00 | |||
25,000 |
$ | 20.10 | |||
10,000 |
$ | 20.07 | |||
15,000 |
$ | 20.02 | |||
25,000 |
$ | 20.00 | |||
25,000 |
$ | 20.02 | |||
25,000 |
$ | 20.00 | |||
25,000 |
$ | 20.04 | |||
25,000 |
$ | 20.10 | |||
25,000 |
$ | 20.12 | |||
25,000 |
$ | 20.25 | |||
25,000 |
$ | 20.25 | |||
25,000 |
$ | 20.50 | |||
25,000 |
$ | 20.55 | |||
20,000 |
$ | 20.80 | |||
15,000 |
$ | 20.85 | |||
15,000 |
$ | 20.90 | |||
7,500 |
$ | 21.30 | |||
7,500 |
$ | 21.35 | |||
5,000 |
$ | 21.40 | |||
5,000 |
$ | 21.37 | |||
25,000 |
$ | 21.50 | |||
10,000 |
$ | 21.75 | |||
7,500 |
$ | 21.80 | |||
7,500 |
$ | 21.80 | |||
20,000 |
$ | 22.00 | |||
10,000 |
$ | 22.05 | |||
10,000 |
$ | 22.10 | |||
10,000 |
$ | 22.15 | |||
25,000 |
$ | 22.50 | |||
10,000 |
$ | 22.55 | |||
15,000 |
$ | 22.60 | |||
20,000 |
$ | 23.00 | |||
5,000 |
$ | 22.90 | |||
25,000 |
$ | 22.90 | |||
25,000 |
$ | 23.00 | |||
(Page 4 of 11 Pages)
The prices set forth above do not reflect fees of approximately .003 percent on each of these transactions.
On October 26, 2001, TRW sold 400,000 shares of Common Stock in thirty-one different trades as follows:
| Number of Shares | Price per Share | ||||
5,000 |
$ | 22.60 | |||
15,000 |
$ | 22.50 | |||
10,000 |
$ | 22.55 | |||
10,000 |
$ | 22.60 | |||
10,000 |
$ | 22.65 | |||
10,000 |
$ | 22.85 | |||
10,000 |
$ | 22.80 | |||
10,000 |
$ | 22.90 | |||
10,000 |
$ | 22.90 | |||
10,000 |
$ | 22.85 | |||
10,000 |
$ | 23.00 | |||
15,000 |
$ | 23.00 | |||
25,000 |
$ | 23.00 | |||
25,000 |
$ | 22.90 | |||
10,000 |
$ | 22.90 | |||
15,000 |
$ | 22.90 | |||
20,000 |
$ | 22.95 | |||
15,000 |
$ | 23.05 | |||
15,000 |
$ | 23.05 | |||
10,000 |
$ | 23.10 | |||
10,000 |
$ | 23.15 | |||
10,000 |
$ | 23.20 | |||
10,000 |
$ | 23.20 | |||
10,000 |
$ | 23.25 | |||
10,000 |
$ | 23.30 | |||
20,000 |
$ | 23.30 | |||
20,000 |
$ | 23.20 | |||
15,000 |
$ | 23.00 | |||
15,000 |
$ | 23.02 | |||
10,000 |
$ | 23.05 | |||
10,000 |
$ | 23.00 | |||
The prices set forth above do not reflect fees of approximately .003 percent on each of these transactions.
(Page 5 of 11 Pages)
On October 29, 2001, TRW sold 140,000 shares of Common Stock in eleven different trades as follows:
| Number of Shares | Price per Share | ||||
15,000 |
$ | 21.05 | |||
10,000 |
$ | 20.90 | |||
10,000 |
$ | 20.70 | |||
15,000 |
$ | 20.73 | |||
15,000 |
$ | 20.50 | |||
15,000 |
$ | 20.35 | |||
10,000 |
$ | 20.10 | |||
10,000 |
$ | 20.15 | |||
20,000 |
$ | 20.80 | |||
10,000 |
$ | 20.80 | |||
10,000 |
$ | 20.85 | |||
The prices set forth above do not reflect fees of approximately .003 percent on each of these transactions.
On October 30, 2001, TRW sold 250,000 shares of Common Stock in fifteen different trades as follows:
| Number of Shares | Price per Share | |||||
25,000 |
$ | 19.50 | ||||
10,000 |
$ | 19.60 | ||||
15,000 |
$ | 19.60 | ||||
25,000 |
$ | 19.50 | ||||
25,000 |
$ | 19.50 | ||||
25,000 |
$ | 19.60 | ||||
12,500 |
$ | 19.65 | ||||
12,500 |
$ | 19.65 | ||||
25,000 |
$ | 19.55 | ||||
7,500 |
$ | 19.60 | ||||
7,500 |
$ | 19.65 | ||||
10,000 |
$ | 19.60 | ||||
25,000 |
$ | 19.70 | ||||
10,000 |
$ | 19.70 | ||||
15,000 |
$ | 19.75 | ||||
The prices set forth above do not reflect fees of approximately .003 percent on each of these transactions.
(Page 6 of 11 Pages)
On October 31, 2001, TRW sold 450,000 shares of Common Stock in thirty-five different trades as follows:
| Number of Shares | Price per Share | ||||
15,000 |
$ | 20.00 | |||
10,000 |
$ | 20.05 | |||
10,000 |
$ | 20.00 | |||
15,000 |
$ | 20.02 | |||
15,000 |
$ | 20.05 | |||
15,000 |
$ | 20.10 | |||
20,000 |
$ | 20.25 | |||
10,000 |
$ | 20.25 | |||
7,500 |
$ | 20.25 | |||
10,000 |
$ | 20.25 | |||
10,000 |
$ | 20.30 | |||
12,500 |
$ | 20.25 | |||
10,000 |
$ | 20.40 | |||
10,000 |
$ | 20.50 | |||
10,000 |
$ | 20.60 | |||
10,000 |
$ | 20.60 | |||
10,000 |
$ | 20.65 | |||
10,000 |
$ | 21.00 | |||
10,000 |
$ | 21.05 | |||
10,000 |
$ | 21.15 | |||
10,000 |
$ | 21.15 | |||
10,000 |
$ | 21.20 | |||
25,000 |
$ | 21.10 | |||
25,000 |
$ | 21.15 | |||
25,000 |
$ | 21.25 | |||
10,000 |
$ | 21.25 | |||
15,000 |
$ | 21.25 | |||
25,000 |
$ | 21.50 | |||
12,500 |
$ | 21.00 | |||
12,500 |
$ | 21.05 | |||
10,000 |
$ | 20.90 | |||
10,000 |
$ | 20.95 | |||
10,000 |
$ | 20.95 | |||
10,000 |
$ | 20.90 | |||
10,000 |
$ | 20.90 | |||
The prices set forth above do not reflect fees of approximately .003 percent on each of these transactions.
(Page 7 of 11 Pages)
On November 1, 2001, TRW sold 205,000 shares of Common Stock in fourteen different trades as follows:
| Number of Shares | Price per Share | ||||
15,000 |
$ | 20.75 | |||
15,000 |
$ | 20.80 | |||
10,000 |
$ | 20.85 | |||
10,000 |
$ | 20.95 | |||
15,000 |
$ | 21.00 | |||
15,000 |
$ | 21.05 | |||
10,000 |
$ | 21.05 | |||
10,000 |
$ | 20.85 | |||
15,000 |
$ | 21.00 | |||
15,000 |
$ | 21.05 | |||
20,000 |
$ | 21.00 | |||
25,000 |
$ | 21.50 | |||
25,000 |
$ | 21.50 | |||
5,000 |
$ | 21.50 | |||
The prices set forth above do not reflect fees of approximately .003 percent on each of these transactions.
(Page 8 of 11 Pages)
All of these shares were sold in accordance with Rule 144 under the Securities Act of 1933, as amended. Except for the foregoing, no transactions have been effected in the Common Stock of RFMD by TRW or, to the best knowledge of TRW, by its directors and executive officers since the filing of TRW’s Amendment No. 20 to Schedule 13D, filed with the Commission on October 25, 2001.
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: November 2, 2001
| TRW INC. | |||
| By: | /s/ Kathleen
A.
Weigand Kathleen A. Weigand Vice President, Assistant General Counsel and Assistant Secretary |
(Page 9 of 11 Pages)
Schedule A
The name and present principal occupation or employment of each director and executive officer of TRW and certain other information are set forth below. The business address of each such director and executive officer is 1900 Richmond Road, Cleveland, Ohio 44124. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to employment with TRW. All directors and executive officers listed below are citizens of the United States, except that Lord Hollick and Messrs. Lunn, Maciver and Plant are each citizens of England.
| Name | Present Principal Occupation or Employment | |
| Michael H. Armacost | Director of TRW and President of the Brookings Institution. | |
| David M. Cote | Director, Chairman of the Board, President and Chief Executive Officer. | |
| Martin Feldstein | Director of TRW, Professor of Economics at Harvard University, and President and Chief Executive Officer of the National Bureau of Economic Research. | |
| Kenneth W. Freeman | Director of TRW and Chairman and Chief Executive Officer of Quest Diagnostics, Inc. | |
| Robert M. Gates | Director of TRW, consultant, author and lecturer. | |
| George H. Heilmeier | Director of TRW and Chairman Emeritus of Telcordia Technologies (formerly Bellcore). | |
| Clive R. Hollick | Director of TRW and Director and Chief Executive of United Business Media plc. | |
| Karen N. Horn | Director of TRW, Managing Director of Marsh Inc. and President, Marsh Private Client Services International of Marsh Inc. | |
| Howard V. Knicely | Director of TRW, Executive Vice President, Human Resources & Communications. | |
| David B. Lewis | Director of TRW and Chairman of the Board of Lewis & Munday, a Detroit law firm. | |
| Lynn M. Martin | Director of TRW, consultant and lecturer. | |
| John D. Ong | Director of TRW and Chairman Emeritus of The BFGoodrich Company. | |
(Page 10 of 11 Pages)
| Name | Present Principal Occupation or Employment | |||||
| Timothy W. Hannemann | President and Chief Executive Officer, TRW Space & Electronics. | |||||
| William B. Lawrence | Executive Vice President, General Counsel & Secretary. | |||||
| Steven Lunn | Executive Vice President, Automotive Operations. | |||||
| William K. Maciver | President and Chief Executive Officer, TRW Aeronautical Systems. | |||||
| Philip A. Odeen | Executive Vice President, TRW Washington Operations. | |||||
| John C. Plant | President and Chief Executive Officer, TRW Automotive. | |||||
| Peter Staudhammer | Vice President, Science & Technology. | |||||
| Robert H. Swan | Executive Vice President & Chief Financial Officer. | |||||
| Donald C. Winter | President and Chief Executive Officer, TRW Systems. | |||||
(Page 11 of 11 Pages)