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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)
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)
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CUSIP NO. 749941 10 0
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TRW Inc. 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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5 SOLE VOTING POWER
NUMBER OF
1,937,557 shares
SHARES ----------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
2,683,930 shares(1)
OWNED BY ----------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH
1,937,557 shares
REPORTING ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON
2,683,930 shares(1)
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,621,487 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.1%
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12 TYPE OF REPORTING PERSON
CO
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(1) Shares are subject to a restricted stock agreement, dated June 6,
1996, between TRW Inc. ("TRW") and RF Micro Devices, Inc. ("RFMD") pursuant to
which TRW has granted to the president of RFMD an irrevocable proxy to vote the
shares in favor of any measure approved by the RFMD board of directors. The
agreement also provides that the shares may not be transferred by TRW without
RFMD's written consent, and is currently scheduled to terminate on January 30,
1999.
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ITEM 1.
(a) Name of Issuer: RF Micro Devices, Inc.
(b) Address of Issuer's Principal Executive Offices or, if none,
Residence:
7625 Thorndike Road
Greensboro, NC 27409-9421
ITEM 2.
(a) Name of Person Filing: TRW Inc.
(b) Address of Principal Business Office:
1900 Richmond Road
Cleveland, OH 44124
(c) Citizenship: Ohio
(d) Title of Class of Securities: Common Stock, no par value
(e) CUSIP Number: 749941 10 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see ss. 240.13d- 1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss.
240.13d-1(b)(ii)(G)
(h) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)
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ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 4,621,487 shares
(b) Percent of Class: 29.1%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,937,557 shares
(ii) shared power to vote or to direct the vote: 2,683,930
shares(1)
(iii) sole power to dispose or to direct the disposition of:
1,937,557 shares
(iv) shared power to dispose or to direct the disposition of:
2,683,930 shares(1)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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
ITEM 10. CERTIFICATION
Not Applicable
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(1) Shares are subject to a restricted stock agreement, dated June 6,
1996, between TRW Inc. ("TRW") and RF Micro Devices, Inc. ("RFMD") pursuant to
which TRW has granted to the president of RFMD an irrevocable proxy to vote the
shares in favor of any measure approved by the RFMD board of directors. The
agreement also provides that the shares may not be transferred by TRW without
RFMD's written consent, and is currently scheduled to terminate on January 30,
1999.
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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.
Dated: February 12, 1998
TRW Inc.
By: /s/ William B. Lawrence
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William B. Lawrence
Executive Vice President,
General Counsel and Secretary
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