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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Dallas Semiconductor Corporation
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(Name of Issuer)
Common Stock, par value $.02 per share
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(Title of Class of Securities)
00235204104
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(CUSIP Number)
December 18, 2000
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(Date of Event Which Requires Filing of this Statement)
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<S> <C>
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* 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 provisions of the Act (however, see the
Notes).
Person Authorized to Receive Notices and Communications:
John Collins, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5100
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SCHEDULE 13G
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CUSIP No. - 00235204104 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Caren Harvey Prothro, Individually and as Independent Executor of
the Estate of Charles Vincent Prothro, Deceased
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
NUMBER OF
SHARES 4,452,225 shares, including 2,179,000
BENEFICIALLY shares which may be purchased upon the
OWNED BY exercise of options. See Item 4 for a more
EACH detailed discussion.
REPORTING -----------------------------------------------------
PERSON 6 SHARED VOTING POWER
WITH
0
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7 SOLE DISPOSITIVE POWER
4,452,225 shares, including 2,179,000
shares which may be purchased upon the
exercise of options. See Item 4 for a
more detailed discussion.
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,452,225 shares, including 2,179,000 shares which may be
purchased upon the exercise of options. See Item 4 for a more
detailed discussion.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3 %
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12 TYPE OF REPORTING PERSON
IN
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CUSIP No. - 00235204104 Page 3 of 6 Pages
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Item 1(a) Name of Issuer:
Dallas Semiconductor Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
4401 South Beltwood Parkway
Dallas, Texas 75244-3292
Item 2(a) Names of Persons Filing:
Caren Harvey Prothro, Individually and as Independent Executor
of the Estate of Charles Vincent Prothro, Deceased
Item 2(b) Addresses of Principal Business Offices:
c/o John Collins, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock, par value $.02 per share
Item 2(e) CUSIP Number:
00235204104
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Page 4 of 6 Pages
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Item 3 Status of Persons Filing:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4 Ownership:
The filing of this statement is not an admission that the
Reporting Person is, for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended, the beneficial
owner of any equity securities reported on this statement.
(a) Amount Beneficially Owned: 4,452,225 shares of Common Stock,
par value $.02 per share.*
This statement is filed by Caren Harvey Prothro, individually and as
Independent Executor, on behalf of the Estate of Charles Vincent
Prothro, Deceased (the "Estate"). For the purposes of this filing
only, Mrs. Prothro, individually, disclaims beneficial ownership
with respect to the securities in which she may have a community
property interest. As of December 18, 2000, the Estate may be deemed
to beneficially own an aggregate of 4,452,225 shares of common
stock, par value $.02 (the "Stock"). The total 4,452,225 shares of
the Stock consists of (i) 2,273,750 shares for which the Estate has
sole voting and dispositive powers and as to which the Estate
expressly disclaims beneficial ownership with respect to an
aggregate of 83,932 shares held for the benefit of adult children;
and (ii) 2,179,000 shares which may be acquired within 60 days upon
the exercise of options.
*The Estate will receive an undetermined number of additional shares
of Stock pursuant to that certain Dallas Semiconductor Corporation
Executive Deferred Compensation Plan dated December 28, 1997.
According to the issuer, the number of shares the Estate will
receive shall based upon the decedent's contribution of $400,000
divided by the per share closing price of the Stock on the
realization date, which has not been set as of the date of this
filing.
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Page 5 of 6 Pages
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(b) Percent of Class: 7.3 %
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote:
See Item 5 of cover page.
(ii) shared power to vote or to direct the vote: 0.
(iii) sole power to dispose or to direct the
disposition of:
See Item 7 of cover page.
(iv) shared power to dispose or to direct the
disposition of: 0.
Item 5 Ownership of 5% or Less of a Class:
Not applicable.
Item 6 Ownership of More than 5% 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.
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 not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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Page 6 of 6 Pages
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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 28, 2000 CAREN HARVEY PROTHRO, INDIVIDUALLY AND AS
INDEPENDENT EXECUTOR OF THE ESTATE OF CHARLES
VINCENT PROTHRO, DECEASED
By: /s/ Caren Harvey Prothro
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Caren Harvey Prothro
