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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Dallas Semiconductor Corporation
(NAME OF ISSUER)
Common Stock, $.02 par value
(TITLE OF CLASS OF SECURITIES)
000235204104
(CUSIP NUMBER)
Timothy A. Mack
3200 - 2001 Bryan Tower
Dallas, Texas 75201
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
February 15, 1995
(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. 000235204104 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Vincent Prothro
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
2,454,434 shares, including 1,833,334
shares which may be purchased upon the
exercise of options. See Item 5 herein
NUMBER OF for a more detailed discussion of these
options.
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,454,434 shares, including 1,833,334
shares which may be purchased upon the
PERSON exercise of options. See Item 5 herein
for a more detailed discussion of these
WITH options.
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,454,434 shares, including 1,833,334 shares which may be purchased
upon the exercise of options. See Item 5 herein for a more detailed
discussion of these options.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
The title and class of equity securities to which this statement
relates is the Common Stock, $.02 par value per share (the "Stock"), of Dallas
Semiconductor Corporation, a Delaware corporation (the "Issuer"). The address
of the Issuer's principal executive offices is 4401 South Beltwood Parkway,
Dallas, Texas 75244-3292.
Item 2. Identity and Background.
(a) - (c) This statement is filed by Charles Vincent Prothro,
an individual. Mr. Prothro is the Chairman of the Board, President and Chief
Executive Officer and a director of the Issuer. Mr. Prothro's principal
business address is 4401 South Beltwood Parkway, Dallas, Texas 75244-3292.
The filing of this statement shall not be deemed to be an admission that Mr.
Prothro is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owner of
any securities covered by this statement.
In his initial statement and the first three amendments filed
thereafter, Mr. Prothro was joined by Southwest Enterprise Associates, Limited
Partnership ("SEA"), of which Mr. Prothro is a general partner. After
effecting certain distributions of the Stock previously owned by SEA to its
partners (which were the subject of various previous amendment filings), SEA's
beneficial ownership of the Stock was reduced to less than 5%. Accordingly,
SEA does not join in this filing.
(d)-(e)
Mr. Prothro has not, during the last five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he 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) Mr. Prothro is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed in order to disclose the distribution on
February 15, 1995, by SEA to its partners of an aggregate of 197,936 shares of
Stock, including a distribution of 26,972 shares to Mr. Prothro. In Mr.
Prothro's most recent amendment filing, SEA was inadvertently shown as owning
197,969 shares of Stock; however, the distribution by SEA of 197,936 shares
which is the subject matter of this filing, represents the distribution of all
remaining shares of Stock owned by SEA. No consideration was received by SEA
or Mr. Prothro in connection with the distribution, which was effected in
accordance with the Agreement of Limited Partnership of SEA. All shares
previously owned by SEA were reported, in prior statements, as being
beneficially owned by Mr. Prothro.
Item 4. Purpose of Transaction.
This statement relates to a material change in Mr. Prothro's
beneficial ownership of the Stock resulting from the SEA distribution.
Depending on market conditions, his continuing evaluation of the
business of the Issuer and other factors, Mr. Prothro may acquire additional
shares of Stock in the open market. Any such transaction
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would effect Mr. Prothro's beneficial ownership of the Stock. Mr. Prothro has
no present plans which relate to or which would result in any of the following:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer, or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws of instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(b)
As of February 15, 1995, Mr. Prothro may be deemed to beneficially own
an aggregate of 2,454,434 shares of Stock, or 9.7% of the total outstanding
shares of Stock. The total 2,454,434 shares consists of: (i) 621,100 shares
owned directly by Mr. Prothro for which Mr. Prothro has sole voting and
disposition powers and as to which Mr. Prothro expressly disclaims beneficial
ownership with respect to an aggregate 41,966 shares held for the benefit of
his adult children; and (ii) 1,833,334 shares which may be acquired upon the
exercise of options. An option covering 1,000,000 of such shares, which was
granted on July 9, 1993 and approved by the Issuer's stockholders on April 26,
1994, is exercisable for 25% of the aggregate number of shares covered thereby
at the end of the first year of the term of the option. Thereafter, such
option is exercisable for an additional 6.25% of the aggregate number of shares
covered thereby beginning with each calendar quarter during the term of the
option; provided that the option becomes immediately exercisable in full upon
certain events constituting a change of control of the Issuer.
The options covering the additional 833,334 shares, were partially
exercisable or subject to a right of repurchase by the Issuer of the unvested
portion thereof prior to October 19, 1992, but became fully exercisable and
fully vested as of such date. The exercise price of each option is equal to
the fair market
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value of the Stock on the date of grant. This filing is not to be deemed as an
admission by Mr. Prothro that he is the beneficial owner of any shares covered
by options to the extent that they may not be exercised within sixty days.
(c) Except for the SEA distribution, Mr. Prothro has not effected
any transaction in the Stock during the last 60 days. Mr. Prothro has, since
the date of his last amendment of Schedule 13D, effected or been involved in
certain immaterial transactions involving the Stock, including gifts of an
aggregate of 1,685 shares of Stock previously owned by Mr. Prothro.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or any proceeds from the sale
of, shares of the Stock beneficially owned by Mr. Prothro.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as set forth in this statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between Mr.
Prothro and any other person with respect to the transfer or voting of any of
the Stock, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Agreement of Limited Partnership of Southwest
Enterprise Associates, Limited Partnership dated
August 28, 1983 (Filed as Exhibit 2 to the original
Schedule 13D of the Reporting Persons filed on
November 16, 1987, and incorporated herein by
reference).
Exhibit 2 - Amendment of Agreement of Limited Partnership of
Southwest Enterprise Associates, Limited Partnership,
dated as of January 1, 1989 (Filed as Exhibit 3 to
Amendment No. 1 of the Schedule 13D of the Reporting
Persons filed on August 15, 1992, and incorporated
herein by reference).
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: February 28, 1995
/s/ C. V. Prothro
C. V. Prothro
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