SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 12
Burr-Brown Corporation
Common Stock
122574 10 6
Check the following box if a fee is being paid with this statement. / /. (A fee
is not required only if the filing 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.)
*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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities and Exchange Act
of 1934 ("Act") or otherwise subject to all other provisions of the Act
(however, see the Notes).
1 Name of Reporting Person
SS or IRS Identification No of above person
SARAH M. BROWN SMALLHOUSE
526 82 5638
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) XX
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power(1)
224,131
6 Shared Voting Power(2)
10,061,488 shares through Limited Partnership Agreement dated 10/7/88
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Mary B. Brown of which Thomas R. Brown, Jr., Mary B. Brown
and Sarah M. Brown Smallhouse are Co-Trustees
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Sarah M. Brown Smallhouse, of which Thomas R. Brown, Jr.,
Mary B.Brown and Sarah M. Brown Smallhouse are Co-Trustees
7 Sole Dispositive Power(1)
224,131
8 Shared Dispositive Power(2)
10,061,488 shares through Limited Partnership Agreement dated 10/7/88
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Mary B. Brown of which Thomas R. Brown, Jr., Mary B. Brown
and Sarah M. Brown Smallhouse are Co-Trustees
188,776 shares held under the testamentary trust
of Helen Mason Brown for the benefit of Sarah M. Brown Smallhouse, of which
Thomas R. Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse are
Co-Trustees
9 Aggregate Amount Beneficially Owned by Each Reporting Person
10,663,171
10Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11Percent of Class Represented by Amount in Row 9
29.0%
12Type of Reporting Person
I.N.
[FN]
(1)Includes 34,538 shares held by Sarah M. Brown Smallhouse as custodian for
her minor child and Sarah M. Brown Smallhouse disclaims beneficial ownership
thereof.
(2)Does not include 3,750 shares held by David C. Smallhouse, her spouse, and
Sarah M. Brown Smallhouse and disclaims beneficial ownership of the shares.
</FN>
1 Name of Reporting Person
SS or IRS Identification No of above person
MARY B. BROWN
526 82 5629
2 Check the Appropriate Box if a Member of a Group*
(a)
(b) XX
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
191,094
6 Shared Voting Power
10,061,488 shares through Limited Partnership Agreement dated 10/7/88
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Mary B. Brown of which Thomas R. Brown, Jr., Mary B. Brown
and Sarah M. Brown Smallhouse are Co-Trustees
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Sarah M. Brown Smallhouse of which Thomas R. Brown, Jr.,
Mary B. Brown and Sarah M. Brown Smallhouse are Co-Trustees
7 Sole Dispositive Power
191,094
8 Shared Dispositive Power
10,061,488 shares through Limited Partnership Agreement dated 10/7/88
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Mary B. Brown of which Thomas R. Brown, Jr., Mary B. Brown
and Sarah M. Brown Smallhouse are Co-Trustees
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Sarah M. Brown Smallhouse of which Thomas R. Brown, Jr.,
Mary B. Brown and Sarah M. Brown Smallhouse are Co-Trustees
9 Aggregate Amount Beneficially Owned by Each Reporting Person
10,630,134
10Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11Percent of Class Represented by Amount in Row 9
28.9%
12Type of Reporting Person
I.N.
1 Name of Reporting Person
SS or IRS Identification No of above person
THOMAS R. BROWN, JR.
033 20 6270
2 Check the Appropriate Box is a Member of a Group*
(a)
(b) XX
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
782,666
6 Shared Voting Power
10,061,488 shares through Limited Partnership Agreement dated 10/7/88
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Mary B. Brown of which Thomas R. Brown, Jr., Mary B. Brown
and Sarah M. Brown Smallhouse are Co-Trustees
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Sarah M. Brown Smallhouse of which Thomas R. Brown, Jr.,
Mary B. Brown and Sarah M. Brown Smallhouse are Co-Trustees
7 Sole Dispositive Power
782,666
8 Shared Dispositive Power
10,061,488 shares through Limited Partnership Agreement dated 10/7/88
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Mary B. Brown of which Thomas R. Brown, Jr., Mary B. Brown
and Sarah M. Brown Smallhouse are Co-Trustees
188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Sarah M. Brown Smallhouse of which Thomas R. Brown, Jr.,
Mary B. Brown and Sarah M. Brown Smallhouse are Co-Trustees
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,221,706
10Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11Percent of Class Represented by Amount in Row 9
30.5%
12Type of Reporting Person
I.N.
1 Name of Reporting Person
SS or IRS Identification No of above person
BROWN INVESTMENT MANAGEMENT LIMITED PARTNERSHIP
86-0619423
2 Check the Appropriate Box if a Member of a Group
a)
b)XX
3 SEC Use Only
4 Citizenship or Place of Organization
USA
5 Sole Voting Power
10,061,488
6 Shared Voting Power
0
7 Sole Dispositive Power
10,061,488
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
10,061,488
10Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11Percent of Class Represented by Amount in Row 9
27.4%
12Type of Reporting Person
Partnership
Item 1(a) Burr-Brown Corporation
Item 1(b) 6730 South Tucson Boulevard
Tucson, Arizona
Item 2(a) Thomas R. Brown, Jr.
Mary B. Brown
Sarah M. Brown Smallhouse
Brown Investment Management Limited Partnership
Item 2(b) 6730 South Tucson Boulevard
Tucson, Arizona 85706
Item 2(c) U.S.A.
Item 2(d) Common Stock
Item 2(e) CUSIP No. 122574 10 6
Item 3 Not Applicable
Item 4(a) As of 12/31/97 the following shares of Burr Brown Corporation Common
Stock (the "Shares) were held of record:
- --Thomas R. Brown, Jr., 782,666 Shares
- --Mary B. Brown, 191,094 Shares
- --Sarah M. Brown Smallhouse, 224,131 Shares
- --188,776 shares held under the testamentary trust of Helen Mason Brown for
the benefit of Mary B. Brown of which Thomas R. Brown, Jr., Mary B. Brown and
Sarah M. Brown Smallhouse are Co-Trustees
- --188,776 shares held under the testamentary trust of Helen Mason Brown for the
benefit of Sarah M. Brown Smallhouse of which Thomas R. Brown, Jr., Mary B.
Brown and Sarah M. Brown Smallhouse are Co-Trustees
- --Brown Investment Management Limited Partnership, 10,061,488 Shares. The
Shares in the Limited Partnership were beneficially owned by the reporting
persons and were subject to a limited partnership agreement described as
follows:
Brown Investment Management Limited Partnership Agreement dated October 7, 1988
among Thomas R. Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse, as
General Partners, and Thomas R. Brown, Jr., Mary B. Brown, Sarah M. Brown
Smallhouse, Thomas R. Brown, Jr. as Trustee under testamentary trust of Helen M.
Brown FBO Mary B. Brown, and Thomas R. Brown, Jr. as Trustee under the
testamentary trust of Helen M. Brown FBO Sarah M. Brown Smallhouse, as Limited
Partners (the "Partnership Agreement").
Under the Partnership Agreement, the General Partners have shared voting and
dispositive power over the Shares.
Item 4(b) The Shares held by the Limited Partnership represent 27.4%of the
outstanding Common Stock of Burr-Brown Corporation as of December 31, 1998. In
total, the Shares held by Thomas R. Brown, Jr., Mary B. Brown and Sarah M. Brown
Smallhouse individually represent 3.3% of the outstanding Common Stock of Burr-
Brown Corporation as of December 31, 1998.
Item 4(c) Voting and dispositive power over the Shares is held as follows:
- --Thomas R. Brown, Jr. holds sole power to vote and dispose of 782,666 Shares
- --Mary B. Brown holds sole power to vote and dispose of 191,094 Shares
- --Sarah M. Brown Smallhouse holds sole power to vote and dispose of 224,131
Shares
- --Thomas R. Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse have shared
voting and dispositive power over the 10,061,488 Shares held in the Limited
Partnership.
- --Thomas R. Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse have shared
voting and dispositive power over the 188,776 Shares held under the testamentary
trust of Helen Mason Brown for the benefit of Mary B. Brown of which Thomas R.
Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse are Co-Trustees
- --Thomas R. Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse have shared
voting and dispositive power over the 188,776 shares held under the testamentary
trust of Helen Mason Brown for the benefit of Sarah M. Brown Smallhouse of which
Thomas R. Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse are
Co-Trustees
Item 5 Not Applicable
Item 6 Not Applicable
Item 7 Not Applicable
Item 8 Not Applicable
Item 9 Not Applicable
Item 10 By signing below I certify that to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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.
- -------------------
Thomas R. Brown, Jr.
- -------------------
Thomas R. Brown, Jr., as Trustee of Trust Agreement dated October 3, 1988,
under the last will and testament of Helen M. Brown for the benefit of
Mary B. Brown.
- -------------------
Sarah M. Brown Smallhouse
as Attorney in fact
- -------------------
Thomas R. Brown, Jr. as Trustee of Trust Agreement dated October 3, 1988,
under the last will and testament of Helen M. Brown for the benefit of
Sarah M. Brown Smallhouse
- -------------------
Mary B. Brown by Thomas R.
Brown, Jr., as Attorney
in fact
- -------------------
Thomas R. Brown, Jr., as
General Partner, Brown
Investment
Management Limited
Partnership
February 10, 1999
CUSIP NO. 122574 10 6 13G
