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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 2)
RF Micro Devices, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
749941 10 0
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(CUSIP Number)
William B. Lawrence
TRW Inc.
1900 Richmond Road, 3E
Cleveland, Ohio 44124
(216) 291-7230
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 1998
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(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 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 4 Pages)
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13D
CUSIP NO. 749941 10 0 Page 2 of 4 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TRW Inc. ("TRW"), I.D. #34-0575430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___
(b) ___
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES 7 SOLE VOTING POWER 5,621,487
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BENEFICIALLY OWNED 8 SHARED VOTING POWER
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 5,621,487
---------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,621,487
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES _________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.7 percent
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 2 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 (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. This statement is being filed to reflect the
exercise on September 14, 1998 of Warrant No. 4 issued by RF Micro Devices, Inc.
on June 6, 1996 (the "TRW Warrant"). 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended by adding the following to the
disclosure contained therein:
TRW exercised the TRW Warrant on September 14, 1998. Pursuant to the
terms of the TRW Warrant, TRW acquired 1,000,000 shares of Common Stock at a
purchase price of $10 per share for an aggregate purchase price of $10 million
in cash. The funds for such purchase were generated from the issuance of
commercial paper.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended in its entirety by the following:
(a) TRW beneficially owns 5,621,487 shares of Common Stock. The number
of shares of Common Stock beneficially owned by TRW represents 32.7 percent of
the 17,170,528 shares of Common Stock outstanding as of September 14, 1998. The
directors and executive officers of TRW disclaim beneficial ownership of these
shares.
(b) TRW has sole voting and dispositive power with respect to 5,621,487
shares.
(c) Except for the exercise of the TRW Warrant as described in Item 3
above, 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
within the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended by the deletion of the first
paragraph thereof.
(Page 3 of 4 Pages)
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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: September 18, 1998
TRW INC.
By: /s/ William B. Lawrence
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William B. Lawrence
Executive Vice President,
General Counsel and Secretary
(Page 4 of 4 Pages)
