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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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. 4)
RF Micro Devices, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
749941 10 0
(CUSIP Number)
William B. Lawrence
TRW Inc.
1900 Richmond Road, 3E
Cleveland, Ohio 44124
(216) 291-7230
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 1999
(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 5 Pages)
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13D
CUSIP NO. 749941 10 0 Page 2 of 5 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
7 SOLE VOTING POWER 10,447,974
----------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED ----------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 10,447,974
PERSON WITH ----------------
10 SHARED DISPOSITIVE POWER
----------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,447,974
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7 percent
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 4 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 and Amendment No. 3 on Schedule 13D filed on
February 3, 1999 (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 220,000 shares of common stock, no par value ("Common Stock"),
of RF Micro Devices, Inc. ("RFMD"), executed in multiple trades over a period of
four days, 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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended by adding the following paragraph
at the conclusion of the first paragraph thereof:
"On April 23, 1999, TRW determined to sell 250,000 shares of Common
Stock of RFMD, including the shares disclosed in this report, and may, from time
to time, determine to sell additional shares of its Common Stock in RFMD in
order to reduce the debt associated with its recent acquisition of LucasVarity
plc. TRW and RFMD, however, intend to continue the strategic alliance described
in this Schedule 13D, and, in connection therewith, TRW intends to maintain a
significant equity interest in RFMD."
Item 4 of the Schedule 13D is further amended by deleting the
introductory clause of the second paragraph thereof (as it existed prior to the
effect of this amendment) and replacing it with the following:
"Except as set forth in the preceding paragraphs, TRW does not have any
current plans or proposals which relate to or would result in:"
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 10,447,974 shares of Common Stock. The
number of shares of Common Stock beneficially owned by TRW represents 26.7
percent of the 39,192,134 shares of Common Stock outstanding as of January 28,
1999, as adjusted for a stock split effected on March 31, 1999. The directors
and executive officers of TRW disclaim beneficial ownership of these shares.
(b) TRW has sole voting and dispositive power with respect to
10,447,974 shares.
(c) On April 23, 1999, TRW sold 50,000 shares of Common Stock of RFMD
in six different trades of 5,500 shares, 32,000 shares, 1,000 shares, 2,000
shares, 8,500 shares and 1,000 shares each, for prices equal to $59.6875,
$59.625, $59.50, $60.0625, $60.00 and $59.875 per share, respectively, before
deducting selling commissions of less than one percent.
(Page 3 of 5 Pages)
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On April 26, 1999, TRW sold an additional 106,500 shares of Common
Stock in eight different trades of 20,000 shares, 3,000 shares, 5,000 shares,
15,000 shares, 5,000 shares, 22,000 shares, 9,000 shares and 27,500 shares
each, for prices equal to $60.00, $60.625, $61.875, $62.00, $60.0625, $60.50,
$61.00 and $61.75 per share, respectively, before deducting selling commissions
of less than one percent.
On April 27, 1999, TRW sold an additional 45,000 shares of Common Stock
in nine different trades of 16,000 shares, 5,000 shares, 2,500 shares, 2,500
shares, 4,500 shares, 2,000 shares, 1,000 shares, 1,500 shares and 10,000
shares each, for prices equal to $62.125, $59.50, $59.625, $59.5625, $59.75,
$60.00, $60.50, $61.00 and $62.00 per share, respectively, before deducting
selling commissions of less than one percent.
On April 28, 1999, TRW sold an additional 18,500 shares of Common Stock
in five different trades of 500 shares, 1,000 shares, 7,000 shares, 5,000
shares and 5,000 shares each, for prices equal to $55.375, $55.50, $55.00,
$59.125 and $59.00 per share, respectively, before deducting selling
commissions of less than one percent.
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 within the past 60 days.
(d) Not applicable.
(e) Not applicable.
(Page 4 of 5 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: April 29, 1999
TRW INC.
By:/s/ William B. Lawrence
-----------------------------------------
William B. Lawrence
Executive Vice President,
General Counsel and Secretary
(Page 5 of 5 Pages)
