<PAGE> 1
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. 8)
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)
October 6, 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 4 Pages)
<PAGE> 2
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
- --------------------------------------------------------------------------------
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 15,935,948
----------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
----------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 15,935,948
----------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
----------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,935,948
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
__________
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1 percent
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
This Amendment No. 8 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 and Amendment No. 7 on Schedule 13D filed on October 5, 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 of 1,600,000 shares
of common stock, no par value ("Common Stock"), of RF Micro Devices, Inc.
("RFMD"), executed in a single transaction directly with a market maker, 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 is amended by adding the following paragraph at the conclusion of the
third paragraph thereof:
"In conjunction with its ongoing debt reduction efforts, TRW is considering the
sale of additional shares of Common Stock in RFMD over the course of the next
six to twelve months, as the market permits. TRW's sale of the Common Stock is
solely in furtherance of its own debt reduction efforts and is not the result of
any changes or contemplated changes in its continuing strategic alliance with
RFMD."
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 15,935,948 shares of Common Stock. The number
of shares of Common Stock beneficially owned by TRW represents 20.1 percent of
the 79,219,482 shares of Common Stock outstanding as of August 5, 1999, as
adjusted for a stock split effected on August 18, 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
15,935,948 shares.
(c) On October 6, 1999, TRW sold 1,600,000 shares of Common Stock of
RFMD in a single transaction directly with a market maker for a price of $50.375
per share.
These shares were sold in accordance with Rule 144 under the
Securities Act of 1933, as amended. Except for the foregoing and the
transactions previously reported by TRW pursuant to its Amendment No. 7 on
Schedule 13D, filed with the Commission on October 5, 1999, 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.
(Page 3 of 4 Pages)
<PAGE> 4
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: October 11, 1999
TRW INC.
By: /s/ Kathleen A. Weigand
--------------------------------------
Kathleen A. Weigand
Vice President, Assistant General
Counsel and Assistant Secretary
(Page 4 of 4 Pages)
