SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Triquint Semiconductor, Inc.
(Name of Issuer)
Common Stock, no par value
_________________________________________________
(Title of Class of Securities)
89674K103
____________________________
(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)
September 27, 1996
(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 . . (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. 89674K103
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
SC
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
- 0 -
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
- 0 -
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
- 0 -
WITH
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
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 with no par value (the "Stock")
of Triquint Semiconductor, Inc., a California Corporation (the
"Issuer").
The address of the principal executive office of the Issuer
is:
3625A SW Murray Boulevard
Beaverton, OR 97005
Item 2. Identity and Background.
(a) AT&T Corp. ("AT&T"),
(b) 32 Avenue of the Americas, New York, New York 10013-2412
(c) AT&T is a major participant in the communications 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.
(f) a New York corporation
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date of the Event requiring the filing of this
Schedule 13D, AT&T transferred 661,059 shares of the Issuer
(which includes 200,000 shares issuable pursuant to a presently
exercisable warrant) (the "Shares") to Lucent Technologies, Inc.
("Lucent") as a result of the restructuring of AT&T Corp.
The Shares were transferred to Lucent on September 27, 1996,
pursuant to the Separation and Distribution Agreement dated
February 1, 1996 and Amended and Restated as of March 29, 1996,
by and between AT&T Corp., Lucent Technologies Inc. ("Lucent")
and NCR Corporation.
Item 4. Purpose of the Transaction.
As a result of the spin-off of Lucent from AT&T, the transfer
of assets including the shares for federal income tax purposes
will be treated as an exchange and therefore no gain or loss will
be realized pursuant Internal Revenue Code Section 368(s)(1)(D)
pursuant to a private letter ruling from the United States
Internal Revenue Service.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of the Stock transferred
by AT&T is 661,059. This represents approximately 8% of the
shares of the Stock outstanding (based on 8,113,628 shares of
Stock outstanding per the Issuer's Notice of Special Meeting To
Be Held November 19, 1996
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 Common Stock of the
Issuer.
(b) AT&T does not possesses any voting or dispositive rights.
(c) To the best of AT&T's knowledge [except as described in
Item 3 and Schedule II hereto,] there have been no transactions
in the class of securities reported on that were effective during
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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) On September 27, 1996, AT&T ceased to be the beneficial
owner of more than five percent of the class of securities.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
None
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
Harold W. Burlingame Executive Vice President - Human
Resources, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Kenneth T. Derr Chairman and CEO of Chevron
Corporation
575 Market Street
San Francisco, CA 94105
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
Belton K. Johnson Former Owner of Chaparrosa Ranch
100 West Houston Street
Suite 1100
San Antonio, TX 78205
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Ralph S. Larsen Chairman and CEO of Johnson and
Johnson
1 Johnson and Johnson Plaza
New Brunswick, NJ 08933
Marilyn Laurie Executive Vice President - Public
Relations and Employee Information,
AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Gail G. McGovern Executive Vice President, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Donald F. McHenry President of IRC Group, Inc.
(Consultants)
Georgetown University
School of Foreign Service
ICC 301
Washington, DC 20057
Richard W. Miller Senior Executive Vice President,
AT&T & Chief Financial Officer
295 North Maple Avenue
Basking Ridge, NJ 07920
Joseph P. Nacchio Executive Vice President, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Lars Nyberg Chairman and CEO of NCR Corporation
1700 South Patterson Boulevard
Dayton, OH 45479
John C. Petrillo Executive Vice President, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Ronald J. Ponder Executive Vice President, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
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Michael I. Sovern President Emeritus & Chancellor Kent
Professor of Law at Columbia
University
435 W. 116th Street, Box B20
New York, NY 10027
John R. Walter President and Chief Operating
Officer, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
Marilyn J. Wasser Vice President and Secretary, AT&T
131 Morristown Road
Basking Ridge, NJ 07920
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 Executive Vice President
Policy Development and Operations
Support, AT&T
295 North Maple Avenue
Basking Ridge, NJ 07920
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 11, 1996
AT&T Corp.
By: Marilyn J. Wasser
Vice President - Law
and Secretary
