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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TRIQUINT SEMICONDUCTOR, INC.
______________________________________________________
(Name of Issuer)
Common Stock, no par value
_________________________________________________
(Title of Class of Securities)
89674K 10 3
____________________________
(CUSIP Number)
Marilyn J. Wasser, 32 Avenue of the Americas, New York, NY 10013-2412
(212-387-5400)
______________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 19, 1994
_____________________________
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ....
Check the following box if a fee is being paid with the statement .X. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 89674K 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
AT&T Corp. 13-4924710
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)___
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF 661,059
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 661,059
WITH
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,059
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* ___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.84%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this
statement relates is common stock (the "Stock") of Triquint
Semiconductor, Inc., a California corporation (the "Issuer").
The name and address of the principal executive offices of the
Issuer are:
Triquint Semiconductor, Inc.
3625A S.W. Murray Boulevard
Beaverton, Oregon 97005
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). The name of the person filing this
statement is AT&T Corp. ("AT&T"). AT&T is a New York corporation
with its principal executive offices at 32 Avenue of the Americas,
New York, New York 10013-2412. AT&T is a major participant in two
industries: the global information movement and management
industry and the financial services and leasing industry.
The attached Schedule I is a list of the executive officers
and directors of AT&T which contains the following information with
respect to each such person: name; business address; present
principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such
employment is conducted; and citizenship.
AT&T has no controlling person or corporation.
(d), (e). During the last five years, neither AT&T nor, to
the best of AT&T's knowledge, any person named on Schedule I has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
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Item 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
As of the date hereof, AT&T beneficially owns 661,059 shares
of the Stock as described below. The shares are held by AT&T for
its own account. The funds for the purchase of the shares were
obtained from AT&T's working capital.
1. 208,333 shares of Stock and a warrant to purchase
125,000 shares of Stock (with an exercise price of $24 per
Share), in exchange for $500,000 in fixed assets, $1.5 million
cash (acquired August 31, 1993, see Item 4).
2. 13,872 shares of Stock acquired May 25, 1994 as a
royalty payment under a patent license agreement dated August
31, 1993, between Issuer and AT&T (the "PLA"). Under the PLA,
the Issuer agreed to pay a royalty to AT&T equal to 1% of
Issuer's net revenue, to a maximum of $2 million, up to
166,667 shares of stock at $12 per share.
3. 238,854 shares of Stock and a warrant to purchase
75,000 shares of Stock (with an exercise price of $24 per
Share), in exchange for $123,925 in fixed assets and
$1,376,075 in cash (acquired December 19, 1994). These shares
were acquired at a purchase price of $6.28 per share reduced
from $12 per share originally agreed to by AT&T and the Issuer
in August 1993. In consideration of the reduced price per
share, AT&T agreed that all royalty payments are fulfilled
under the PLA.
Item 4. PURPOSE OF THE TRANSACTION.
The event that required the filing of this Schedule 13D was
the acquisition on December 19, 1994, of 238,854 shares of Stock
and a warrant for 75,000 shares of Stock pursuant to the second
closing in connection with an investment in the Issuer relating to
the sale of certain fixed assets, a joint development effort,
technology transfer, and foundry relationship (i.e., manufacture of
products by the Issuer for AT&T) entered into between the Issuer
and AT&T on August 31, 1993.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of the Stock beneficially
owned by AT&T is 661,059. This represents approximately 11.84% of
the shares of the Stock outstanding (based on 5,580,264 shares of
Stock outstanding per the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1994, and AT&T's
warrant to purchase 200,000 additional shares).
To the best of AT&T's knowledge, except as described in
Schedule II hereto, none of the persons listed on Schedule I hereto
beneficially owns any shares of Stock of the Issuer.
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(b) AT&T possesses the sole power to vote or direct the vote
and to dispose of or direct the disposition of all of the shares of
stock beneficially owned by it. The voting and dispositive power
of the persons listed on Schedule I hereto is only that
attributable generally to officers and directors of AT&T.
(c) To the best of AT&T's knowledge there have been no
transactions in the class of securities reported on that were
effective during the past 60 days by AT&T or the persons listed on
Schedule I hereto.
(d) To the best of AT&T's knowledge, no other person is known
to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth under Items 3 and 4 is incorporated
herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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SCHEDULE I
Each of the persons named below is a citizen of the United
States of America. For each person whose principal employment is
with AT&T, the principal business of their employer is described
under Item 2 above.
Principal Occupation or
Employment; Business
Address; and Principal
Name Business of Employer
Robert E. Allen Chairman and Chief Executive Officer,
AT&T
32 Avenue of the Americas
New York, NY 10013-2412
R. S. Bodman Senior Vice President, Corporate
Strategy and Development, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Harold W. Burlingame Senior Vice President - Human
Resources, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
M. Kathryn Eickhoff President of Eickhoff Economics, Inc.
(Economic Consultants)
510 LaGuardia Place, Suite 400
New York, NY 10012
Walter Y. Elisha Chairman and Chief Executive Officer
of Springs Industries, Inc.
(Textiles Manufacturing)
205 North White Street, P. O. Box 70
Fort Mill, SC 29715
Philip M. Hawley Retired Chairman and Chief Executive
Officer of Carter
Hawley Hale Stores, Inc. (Department
Stores)
444 South Flower Street - Suite 228
Los Angeles, CA 90071-2900
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Principal Occupation or
Employment; Business
Address; and Principal
Name Business of Employer
Carla A. Hills Chairman & Chief Executive Officer of
Hills & Company (international
consultants)
1200 19th Street, N.W. - 5th Floor
Washington, DC 20036
Belton K. Johnson Former Owner of Chaparrosa Ranch
100 West Houston Street
Suite 1100
San Antonio, TX 78205
Marilyn Laurie Senior Vice President - Public
Relations, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Drew Lewis Chairman and Chief Executive Officer
of Union Pacific Corp.
(Transportation Natural Resources,
and Environmental Services)
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
A. J. Mandl Executive Vice President, AT&T & Chief
Executive Officer of Communications
Services Group
295 North Maple Avenue
Basking Ridge, NJ 07920
W. B. Marx, Jr. Executive Vice President, AT&T & Chief
Executive Officer of Multimedia
Products Group
295 N. Maple Avenue
Basking Ridge, NJ 07920
J. S. Mayo President, Bell Laboratories Division,
AT&T
600 Mountain Avenue
Murray Hill, NJ 07974
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Principal Occupation or
Employment; Business
Address; and Principal
Name Business Employer
R. A. McGinn Executive Vice President, AT&T & Chief
Executive Officer Network Systems
Group
475 South Street
Morristown, NJ 07962
Donald F. McHenry President of IRC Group, Inc.
(Consultants)
Georgetown University
School of Foreign Service ICC 301
Washington, DC 20057
R. W. Miller Executive Vice President, AT&T & Chief
Financial Officer
295 N. Maple Avenue
Basking Ridge, NJ 07920
V. A. Pelson Executive Vice President, AT&T &
Chairman of Global Operations Team
295 North Maple Avenue
Basking Ridge, NJ 07920
Donald S. Perkins Retired Chairman of the Board of Jewel
Companies, Inc. (Diversified
Retailer)
100 North Riverside Plaza
Suite 1700
Chicago, IL 60606
Henry B. Schacht Chairman and Former Chief Executive
Officer of Cummins Engine Company,
Inc.
Box Number 3005
Columbus, IN 47202-3005
Michael I. Sovern President Emeritus & Chancellor Kent
Professor of Law at Columbia
University
435 W. 116th Street, Box B20
New York, NY 10027
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Principal Occupation or
Employment; Business
Address; and Principal
Name Business of Employer
J. L. Stead Executive Vice President, AT&T &
Chairman & Chief Executive Officer
Global Information Solutions
1700 S. Patterson Boulevard
Dayton, OH 45479
Franklin A. Thomas President of the Ford Foundation
320 East 43rd Street
New York, NY 10017
Joseph D. Williams Chairman of the Executive Committee
Warner-Lambert Co. (Pharmaceuticals,
Health Care and Consumer Products)
182 Tabor Road
Morris Plains, NJ 07950
Thomas H. Wyman Chairman, S. G. Warburg & Co. Inc.
The Equitable Center
787 7th Avenue
New York, NY 10019
John D. Zeglis Senior Vice President--General Counsel
and Government Affairs, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
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SCHEDULE II
None.
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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.
Date: December , 1994
AT&T Corp.
By: Marilyn J. Wasser
Corporate Vice President - Law
and Secretary
