<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMENDMENT NO. 13
BURR-BROWN CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
122574 10 6
(CUSIP Number)
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 Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provision of the Act (however, see the Notes.)
(Continued on the following pages(s))
Page 1 of 9 Pages
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SCHEDULE 13G
CUSIP No. 122574 10 6 Page 2 of 9 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
SARAH M. BROWN SMALLHOUSE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF 259,291
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 15,092,232 SHARES THROUGH LIMITED PARTNERSHIP
REPORTING AGREEMENT DATED 10/7/88
PERSON WITH 262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES.
7 SOLE DISPOSITIVE POWER
259,291
8 SHARED DISPOSITIVE POWER
15,092,232 SHARES THROUGH LIMITED PARTNERSHIP
AGREEMENT DATED 10/7/88
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN 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
15,876,523
10 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(1)(2) |X|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
28.5%, BASED ON 55,697,731 SHARES OUTSTANDING ON 12/31/99
12 TYPE OF REPORTING PERSON*
IN
(1) Includes 53,006 shares held by Sarah M. Brown Smallhouse as custodian
for her minor children, and Sarah M. Brown Smallhouse disclaims
beneficial ownership of the shares.
(2) Does not include 6,225 shares held by David C. Smallhouse, her spouse,
and Sarah M. Brown Smallhouse disclaims beneficial ownership of the
shares.
<PAGE> 3
SCHEDULE 13G
CUSIP No. 122574 10 6 Page 3 of 9 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
MARY B. BROWN
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF 261,543
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 15,092,232 SHARES THROUGH LIMITED PARTNERSHIP
REPORTING AGREEMENT DATED 10/7/88
PERSON WITH 262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES.
7 SOLE DISPOSITIVE POWER
261,543
8 SHARED DISPOSITIVE POWER
15,092,232 SHARES THROUGH LIMITED PARTNERSHIP
AGREEMENT DATED 10/7/88
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN 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
15,878,775
10 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
28.5%, BASED ON 55,697,731 SHARES OUTSTANDING ON 12/31/99
12 TYPE OF REPORTING PERSON
IN
<PAGE> 4
SCHEDULE 13G
CUSIP No. 122574 10 6 Page 4 of 9 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
THOMAS R. BROWN, JR.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER 994,299
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 15,092,232 SHARES THROUGH LIMITED PARTNERSHIP
REPORTING AGREEMENT DATED 10/7/88
PERSON WITH 262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES.
7 SOLE DISPOSITIVE POWER
994,299
8 SHARED DISPOSITIVE POWER
15,092,232 SHARES THROUGH LIMITED PARTNERSHIP
AGREEMENT DATED 10/7/88
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN OF WHICH THOMAS
R. BROWN, JR., MARY B. BROWN AND SARAH M.
BROWN SMALLHOUSE ARE CO-TRUSTEES
262,500 SHARES HELD UNDER THE TESTAMENTARY
TRUST OF HELEN MASON BROWN 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
16,611,531
10 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.8%, BASED ON 55,697,731 SHARES OUTSTANDING ON 12/31/99
12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP No. 122574 10 6 Page 5 of 9 Pages
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
BROWN INVESTMENT MANAGEMENT LIMITED PARTNERSHIP
86-0619423
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER 15,092,232
OF SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
15,092,232
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,092,232
10 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.1%, BASED ON 55,697,731 SHARES OUTSTANDING ON 12/31/99
12 TYPE OF REPORTING PERSON*
PARTNERSHIP
<PAGE> 6
ITEM 1(A) NAME OF ISSUER:
Burr-Brown Corporation
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
6730 South Tucson Boulevard
Tucson, Arizona 85706
ITEM 2(A) NAME OF PERSON FILING:
Thomas R. Brown, Jr.
Mary B. Brown
Sarah M. Brown Smallhouse
Brown Investment Management Limited Partnership
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
6730 South Tucson Boulevard
Tucson, Arizona 85706
ITEM 2(C) CITIZENSHIP:
USA
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2(E) CUSIP NUMBER:
122574 10 6
Page 6 of 9
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ITEM 3. IF THIS STATEMENT IF FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker of Dealer registered under Section 15 of the Act
(b) |_| Bank as defined in Section 3(a)(6) of the Act
(c) |_| Insurance Company as defined in Section 3(a)(19) of the
Act
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act
(e) |_| Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) |_| Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G) (NOTE: See Item 7)
(h) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Not Applicable
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
As of December 31, 1999, the following shares of Burr-Brown
Corporation Common Stock (the "Shares") were held of record:
- Thomas R. Brown, Jr., 994,299 Shares
- Mary B. Brown, 261,543 Shares
- Sarah M. Brown Smallhouse, 259,291 Shares
- 262,500 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
- 262,500 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,
15,092,232 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.
Page 7 of 9
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(b) PERCENT OF CLASS:
The Shares held by the Limited Partnership represent 27.1% of
the outstanding Common Stock of Burr-Brown Corporation as of
December 31, 1999. In total, the Shares held by Thomas R.
Brown, Jr., Mary B. Brown and Sarah M. Brown Smallhouse
individually represent 2.8% of the outstanding Common Stock of
Burr-Brown Corporation as of December 31, 1999.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
Voting and dispositive power over the Shares is held as
follows:
- Thomas R. Brown, Jr. holds sole power to vote and
dispose of 994,299 Shares
- Mary B. Brown holds sole power to vote and dispose of
261,543 Shares
- Sarah M. Brown Smallhouse holds sole power to vote
and dispose of 259,291 Shares
- Thomas R. Brown, Jr., Mary B. Brown and Sarah M.
Brown Smallhouse have shared voting and dispositive
power over the 15,092,232 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 262,500 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 262,500 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. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Page 8 of 9
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION. 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.
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.
/s/ Thomas R. Brown, Jr.
--------------------------------------------
Thomas R. Brown, Jr.
/s/ 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
/s/ Mary B. Brown
by Thomas R. Brown, Jr.
--------------------------------------------
Mary B. Brown, by Thomas R. Brown, Jr., as
Attorney-In-Fact
/s/ Sarah M. Brown Smallhouse
by Thomas R. Brown, Jr.
--------------------------------------------
Sarah M. Brown Smallhouse, by Thomas R.
Brown, Jr., as Attorney-In-Fact
/s/ 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 Sarah M. Brown Smallhouse
/s/ Thomas R. Brown, Jr.
--------------------------------------------
Thomas R. Brown, Jr., as General Partner,
Brown Investment Management Limited
Partnership
February 11, 2000
CUSIP No. 122574 10 6
Page 9 of 9
