<PAGE> 1
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. 10)
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)
December 3, 1999
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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 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
NUMBER OF SHARES 7 SOLE VOTING POWER 15,085,948
----------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
----------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 15,085,948
----------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,085,948
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
_________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0 percent
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
This Amendment No. 10 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 and Amendment No. 9 on
Schedule 13D filed on November 18, 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 850,000 shares of common stock, no par
value ("Common Stock"), of RF Micro Devices, Inc. ("RFMD"), executed in multiple
trades between November 18, 1999 and December 6, 1999, 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 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 15,085,948 shares of Common Stock. The number
of shares of Common Stock beneficially owned by TRW represents 19.0 percent of
the 79,369,927 shares of Common Stock outstanding as of November 3, 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 15,085,948
shares.
(c) On November 18, 1999, TRW sold 50,000 shares of Common Stock of RFMD
in nine different trades as follows:
<TABLE>
<CAPTION>
- ------------------------------- -----------------------------------------
NUMBER OF SHARES PRICE PER SHARE
- ------------------------------- -----------------------------------------
<S> <C>
2,500 $75.6875
14,500 75.7500
5,000 74.5000
2,500 74.6250
5,000 74.7500
2,500 74.9375
2,500 75.3750
7,500 75.4375
8,000 75.6250
- ------------------------------- -----------------------------------------
</TABLE>
The prices set forth above do not reflect selling commissions and fees of
approximately .06 percent on each of these transactions.
(Page 3 of 5 Pages)
<PAGE> 4
On November 18, 1999, TRW also sold an additional 500,000 shares of
Common Stock of RFMD in a single transaction directly with a market maker for a
price of $73.87 per share.
On November 24, 1999, TRW sold an additional 50,000 shares of Common
Stock of RFMD in a single trade for a price of $68.00 per share, before
deducting selling commissions and fees of approximately .003 percent.
On November 29, 1999, TRW sold an additional 125,000 shares of Common
Stock of RFMD in three different trades as follows:
<TABLE>
<CAPTION>
- ------------------------------------- --------------------------------
NUMBER OF SHARES PRICE PER SHARE
- ------------------------------------- --------------------------------
<S> <C>
75,000 $70.0625
40,000 70.1250
10,000 70.0000
- ------------------------------------- --------------------------------
</TABLE>
The prices set forth above do not reflect selling commissions and fees of
approximately .003 percent on each of these transactions.
On December 1, 1999, TRW sold an additional 25,000 shares of Common Stock
of RFMD in two different trades as follows:
<TABLE>
<CAPTION>
- ------------------------------------- --------------------------------
NUMBER OF SHARES PRICE PER SHARE
- ------------------------------------- --------------------------------
<S> <C>
15,000 $70.0000
10,000 70.0000
- ------------------------------------- --------------------------------
</TABLE>
The prices set forth above do not reflect selling commissions and fees of
approximately .003 percent on each of these transactions.
On December 3, 1999, TRW sold an additional 20,000 shares of Common Stock
of RFMD in a single trade for a price of $65.00 per share, before deducting
selling commissions and fees of approximately .003 percent.
On December 6, 1999, TRW sold an additional 80,000 shares of Common Stock
of RFMD in six different trades as follows:
<TABLE>
<CAPTION>
- ------------------------------------- -----------------------------------------
NUMBER OF SHARES PRICE PER SHARE
- ------------------------------------- -----------------------------------------
<S> <C>
15,000 $65.5000
20,000 65.0000
10,000 65.0000
15,000 65.0625
10,000 65.1875
10,000 65.2500
- ------------------------------------- -----------------------------------------
</TABLE>
The prices set forth above do not reflect selling commissions and fees of
approximately .003 percent on each of these transactions.
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.
(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: December 7, 1999
TRW INC.
By: /s/ Kathleen A. Weigand
-------------------------------------
Kathleen A. Weigand
Vice President, Assistant General
Counsel and Assistant Secretary
(Page 5 of 5 Pages)
