SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 ( )
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BURR-BROWN CORPORATION
________________________________________________
(Name of Registrant as Specified in Its Charter)
BURR-BROWN CORPORATION
__________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1/
(4) Proposed maximum aggregate value of transaction:
[x] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid: $125.00
(2) Form, schedule or registration statement no.: 0000715577-95-000006
(3) Filing party: Burr-Brown Corporation
(4) Date filed: July 28, 1995
1/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
BURR-BROWN CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
September 15, 1995 9:00 a.m.
You are hereby notified that a Special Meeting of Stockholders of Burr-Brown
Corporation will be held on the 15th day of September 1995 at 9:00 a.m. at
the principal executive offices of the Company, 6730 South Tucson Boulevard,
Tucson, Arizona 85706, to consider and act upon the following matter:
1. To approve an amendment to the Company's Restated Certificate
of Incorporation to increase the authorized shares of Common Stock from
20,000,000 shares to 40,000,000 shares.
If you are unable to attend the meeting personally, please be sure to date,
sign and return the enclosed proxy in the stamped envelope provided.
Only stockholders of record on the books of the Company at the close of
business on July 28, 1995 will be entitled to vote at the meeting.
By Order of the Board of Directors,
Jill H. Rice
Corporate Secretary
August 11, 1995
IMPORTANT
A Proxy Statement and proxy are submitted herewith. All stockholders are
urged to complete and mail the proxy promptly whether or not you plan to
attend the meeting in person. The enclosed envelope for return of the proxy
requires no postage if mailed in the U.S.A. or Canada. Stockholders
attending the meeting may personally vote on all matters that are considered,
in which event the signed proxy may be revoked. It is important that your
shares be voted.
<PAGE>
BURR-BROWN CORPORATION
6730 South Tucson Boulevard
Tucson, Arizona 85706
PROXY STATEMENT FOR
SPECIAL MEETING OF STOCKHOLDERS
GENERAL
This Proxy Statement and accompanying Proxy Card are furnished in
connection with the solicitation by the Board of Directors of Burr-Brown
Corporation, a Delaware corporation (the "Company"), of proxies to be voted
at a Special Meeting of Stockholders to be held on September 15, 1995, or at
any adjournment or postponement thereof (the "Special Meeting"), for the
purposes set forth in the accompanying Notice of Special Meeting of
Stockholders. The Special Meeting will be held at 9:00 a.m. at the principal
executive offices of the Company located at 6730 South Tucson Boulevard,
Tucson, Arizona 85706. It is anticipated that this Proxy Statement and the
enclosed Proxy Card will be first mailed to stockholders on or about August
11, 1995.
VOTING SECURITIES
The close of business on July 28, 1995 was the record date for
stockholders entitled to notice of and to vote at the Special Meeting. As of
July 28, 1995, the Company had 14,479,413 shares of Common Stock outstanding
and entitled to vote at the Special Meeting. Holders of Common Stock are
entitled to one vote for each share of Common Stock so held.
REVOCABILITY OF PROXY
Any person giving a proxy has the power to revoke it at any time before
its exercise. A proxy may be revoked by filing with the Secretary of the
Company an instrument of revocation or a duly executed proxy bearing a later
date, or may be revoked by attending the Special Meeting and voting in
person. When a proxy is returned properly signed, the shares represented
thereby will be voted as directed by the persons named in the proxy. If a
proxy is returned without specifying a choice, the shares will be voted "FOR"
proposal 1. Abstentions and broker non-votes are each included in the
determination of the number of shares present for quorum purposes, but are
not counted for purposes of determining whether a proposal has been approved.
SOLICITATION OF PROXIES
The Company will bear the cost of solicitation of proxies. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by
others to forward to such beneficial owners. The Company may reimburse such
persons for their costs of forwarding the solicitation material to such
beneficial owners. The original solicitation of proxies by mail may be
supplemented by solicitation by telephone, telegram or other means by
directors, officers, employees or agents of the Company. No additional
compensation will be paid to these individuals for any such services.
<PAGE>
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth certain information as of July 28, 1995
(with the exception of information regarding Dimensional Fund Advisors, The
TCW Group, Inc. and FMR Corp., which is stated as of December 31, 1994),
regarding the ownership of the Company's Common Stock by (i) all persons
known by the Company to be beneficial owners of five percent (5%) or more of
its outstanding Common Stock, (ii) each director of the Company, (iii) the
Company's Chief Executive Officer and each of the Company's other Executive
Officers whose compensation for services rendered to the Company for 1994 was
in excess of $100,000 and (iv) all executive officers and directors of the
Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership(1)
Number of Percent of
Name of Beneficial Owner Shares Class
________________________ __________ _________
<S> <C> <C>
Thomas R. Brown, Jr. 5,508,726 (2) 37.44
Director and Chairman
Burr-Brown Corporation
6730 South Tucson Blvd.
Tucson, Arizona 85706
Thomas J. Troup 80,770 (3) *
Director and Vice Chairman
Francis J. Aguilar 16,500 (4) *
Director
John S. Anderegg, Jr. 68,155 (4) *
Director
Bob J. Jenkins 15,000 (4) *
Director
James A. Riggs 15,000 (4) *
Director
Marcelo A. Gumucio 21,000 *
Director
Syrus P. Madavi 150,000 (5) 1.02
Director, President & CEO
John L. Carter 43,462 (6) *
Executive Vice President
& CFO
All Current Directors and 5,918,613 (7) 40.22
Current Executive Officers
as a Group (9 persons)
_____________________________________________________________
<FN>
* Less than one (1%) percent of the outstanding common stock.
</FN>
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<PAGE>
<CAPTION> Amount and Nature of
Beneficial Ownership(1)
Number of Percent of
Name of Beneficial Owner Shares Class
________________________ _________ __________
<S> <C> <C>
Dimensional Fund Advisors 734,400 (8) 5.00
1299 Ocean Avenue
Santa Monica, CA 90401
FMR Corp. 1,833,615 (9) 12.46
82 Devonshire Street
Boston, MA 02109
TCW Group, Inc. 823,800 5.60
865 S. Figueroa Street
Los Angeles, CA 90017
_______________________
</TABLE>
(1) Percentage of beneficial ownership is calculated assuming 14,479,413
shares of common stock were outstanding on July 28, 1995. This percentage
also includes common stock of which such individual or entity has the
right to acquire beneficial ownership within sixty (60) days of July 28,
1995, including but not limited to the exercise of an option; however,
such common stock shall not be deemed outstanding for the purpose of
computing the percentage owned by any other individual or entity. Unless
otherwise indicated, each of the beneficial owners named in the
table has sole voting and investment power with respect to all shares
owned by them, subject to applicable community property laws. The
number of shares for each beneficial owner named in this table reflects
the 3-for-2 stock split in the form of a stock dividend effected on May
19, 1995.
(2) Includes 5,308,726 shares held by Brown Investment Management Limited
Partnership, of which Mr. Brown is a General Partner and pursuant to
which he shares dispositive power over these shares. Does not include
the 482,666 shares held in the Burr-Brown Corporation Stock Bonus Plan
and Trust over which Mr. Brown and Mr. Carter have voting power.
(3) Includes 68,770 shares held in a trust over which Mr. Troup holds voting
and investment power and 12,000 shares subject to an option granted for
services as a non-employee Director pursuant to the Company's Stock
Incentive Plan.
(4) Includes 15,000 shares subject to an option granted for services as a
non-employee Director pursuant to the Company's Stock Incentive Plan.
(5) Includes 130,000 shares subject to options granted to Mr. Madavi
pursuant to the Company's Stock Incentive Plan that are exercisable
within 60 days following the Record Date.
(6) Includes 18,000 shares subject to options granted to Mr. Carter
pursuant to the Company's Stock Incentive Plan that are exercisable
within 60 days following the Record Date.
(7) Includes 235,000 shares subject to options granted to Directors and
Executive officers pursuant to the Company's Stock Incentive Plan that
are exercisable within 60 days following the Record Date. Also includes
5,508,726 shares held by Brown Investment Management Limited Partnership,
of which Mr. Brown is a General Partner, as described in Note 2 above.
(8) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 734,400 shares of
Burr-Brown Corporation stock as of December 31, 1994, all of which
shares are held in portfolios of DFA Investment Dimensions Group, Inc.,
a registered open-end investment company, or a series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for
qualified employee benefit plans, all of which Dimensional Fund
Advisors, Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares.
(9) Includes 1,833,615 shares beneficially owned by Fidelity Investments.
FMR Corp. is the parent holding company of the foregoing entity.
- 3 -
<PAGE>
PROPOSAL ONE - AMENDMENT TO THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors is requesting stockholder approval of an
amendment to the Company's Restated Certificate of Incorporation to increase
the number of shares of Common Stock authorized for issuance from 20,000,000
to 40,000,000. On July 28, 1995, 14,479,413 shares of Common Stock were
issued and outstanding. There are 2,306,250 shares of Common Stock reserved
for issuance upon exercise of options or warrants. The remaining 3,214,337
shares of authorized but unissued Common Stock are not reserved for any
specific use and are available for future issuance. The foregoing share
numbers reflect the 3-for-2 stock split in the form of a stock dividend
effected on May 19, 1995. The increase in the authorized number of shares of
Common Stock is proposed, in part, to maintain an adequate percentage of
authorized Common Stock available for future issuance, in view of the recent
increase in outstanding shares due to the 3-for-2 stock split in the form of
a stock dividend. The Board of Directors considers it advisable to have the
additional shares available for possible future financings, acquisitions,
stock dividends, for issuance under the Company's employee benefit plans and
for other general corporate purposes. However, the Company does not presently
have any plans or proposals to use any portion of the additional shares that
would be authorized upon adoption of the amendment for any of the foregoing
purposes. In addition, the Company is not presently contemplating a merger
or acquisition transaction that would use any portion of the additional
authorized shares.
If this amendment is adopted, Article Fourth of the Company's Restated
Certificate of Incorporation will be amended to read in its entirety as
follows:
"FOURTH: The Corporation shall be authorized to issue two
classes of shares of stock to be designated, respectively,
"Preferred Stock" and "common stock." The total number of shares
which the Corporation shall have authority to issue is Forty-two
Million (42,000,000) and the aggregate par value of all shares of
stock that are to have a par value shall be Four Hundred Twenty
Thousand Dollars ($420,000). The total number of shares of
Preferred Stock shall be Two Million (2,000,000) and the par value
of each share of such class shall be One Cent ($.01). The total
number of shares of common stock shall be Forty Million
(40,000,000) and the par value of each share of such class shall be
One Cent ($.01)."
If this amendment is adopted, the additional shares of Common Stock may
be issued by direction of the Board of Directors at such times, in such
amounts and upon such terms as the Board of Directors may determine, without
further approval of the stockholders unless, in any instance, such approval
is expressly required by regulatory agencies or otherwise. The Nasdaq
National Market, on which the issued shares of Common Stock are currently
included for quotation, requires stockholder approval as a prerequisite to
continued inclusion of the shares in several situations, including
acquisition transactions, where the issuance of additional shares could
result in an increase of 20% or more in the number of shares of capital stock
of the Company outstanding. The Common Stock carries no preemptive rights to
purchase additional shares.
The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon
the exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable
law) in one or more transactions that could make a change in control or
takeover of the Company more difficult. For example, additional shares could
be issued by the Company so as to dilute the stock ownership or voting rights
of persons seeking to obtain control of the Company. Similarly, the issuance
of additional shares to certain persons allied with the Company's management
could have the effect of making it more difficult to remove the Company's
current management by diluting the stock ownership or voting rights of
persons seeking to cause such removal.
- 4 -
<PAGE>
In addition, an issuance of additional shares by the Company could have
an effect on the potential realizable value of a stockholder's investment.
In the absence of a proportionate increase in the Company's earnings and book
value, an increase in the aggregate number of outstanding shares of the
Company caused by the issuance of the additional shares would dilute the
earnings per share and book value per share of all outstanding shares of the
Company's stock. If such factors were reflected in the price per share of
Common Stock, the potential realizable value of a stockholder's investment
could be adversely affected.
The affirmative vote of a majority of the outstanding shares of Common
Stock is required for approval of the amendment to the Company's Restated
Certificate of Incorporation. The Board of Directors recommends that the
stockholders vote FOR the increase in the Company's authorized shares of
Common Stock from 20,000,000 to 40,000,000.
By Order of the Board of Directors
Jill H. Rice
Corporate Secretary
Dated: August 11, 1995
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BURR-BROWN CORPORATION
Thomas R. Brown, Jr. and Syrus P. Madavi, or either of them, are hereby
appointed as the lawful agents and proxies of the undersigned (with all
powers the undersigned would possess if personally present, including full
power of substitution) to represent and to vote all shares of capital stock
of Burr-Brown Corporation (the "Company") that the undersigned is entitled to
vote at a Special Meeting of Stockholders of the Company on September 15,
1995 and at any adjournments or postponements thereof as follows:
1. To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized shares of Common Stock from
20,000,000 shares to 40,000,000 shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The Board of Directors recommends a vote FOR the above proposal. This
Proxy will be voted as directed, or, if no direction is indicated, will be
voted FOR the above proposal. This proxy may be revoked at any time before
it is voted.
DATE: ____________________ , 1995
__________________________________
(Signature)
__________________________________
(Signature if held jointly)
(Please sign exactly as shown on your stock certificate and on the
envelope in which this proxy was mailed. When signing as partner,
corporate officer, attorney, executor, administrator, trustee, guardian
or in any other representative capacity, give full title as such and
sign your own name as well. If stock is held jointly, each joint owner
should sign.)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY,
USING THE ENCLOSED ENVELOPE
