LINEAR TECHNOLOGY CORP /CA/
DEF 14A, 1999-09-24
SEMICONDUCTORS & RELATED DEVICES
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                                  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:

         [_] Preliminary proxy statement

         [_] Confidential,  for Use of the Commission Only (as permitted by Rule
             14a-6(e)(2))

         [X] Definitive proxy statement

         [_] Definitive additional materials

         [_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12


                          LINEAR TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

         [X] No fee required.

         [_] Fee computed on table below per Exchange Act Rules  14a-6(i)(1) 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 (set forth
                        the  amount on which the filing  fee is  calculated  and
                        state how it was determined):_____

                  (4)   Proposed   maximum   aggregate   value  of  transaction:
                        ______________

                  (5)   Total fee paid: _____________

         [_] Fee paid previously with preliminary materials.

         [_] 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: __________________

                  (2)   Form, Schedule or Registration Statement No.:
                        ___________________

                  (3)   Filing Party: ________________

                  (4)   Date Filed: ________________

<PAGE>


                          LINEAR TECHNOLOGY CORPORATION

                              ---------------------

                    Notice of Annual Meeting of Shareholders
                         To Be Held on November 3, 1999


TO THE SHAREHOLDERS:

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Shareholders  of
Linear Technology Corporation, a California corporation (the "Company"), will be
held on November 3, 1999 at 3:00 p.m.,  local time, at the  Company's  principal
executive offices,  located at 720 Sycamore Drive,  Milpitas,  California 95035,
for the following purposes:

                  1. To elect  five  directors  to serve  until the next  Annual
         Meeting of Shareholders and until their successors are elected.

                  2.  To  ratify  the  appointment  of  Ernst  &  Young  LLP  as
         independent  auditors of the Company for the fiscal year ending July 2,
         2000.

                  3. To transact such other business as may properly come before
         the Annual Meeting or any adjournment thereof.

         The foregoing  items of business are more fully  described in the Proxy
Statement accompanying this Notice.

         Only  shareholders of record of the Company's Common Stock at the close
of business on September 7, 1999, the record date, are entitled to notice of and
to vote at the Annual Meeting and any adjournment thereof.

         All shareholders are cordially  invited to attend the Annual Meeting in
person.  However, to ensure your representation at the meeting, you are urged to
mark,  sign,  date and return the enclosed proxy card as promptly as possible in
the  postage-prepaid   envelope  enclosed  for  that  purpose.  Any  shareholder
attending  the Annual  Meeting may vote in person even if such  shareholder  has
returned a proxy.


                                        FOR THE BOARD OF DIRECTORS

                                        Arthur F. Schneiderman
                                        Secretary

Milpitas, California
September 24, 1999


- --------------------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,  PLEASE SIGN, DATE AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------


<PAGE>


                          LINEAR TECHNOLOGY CORPORATION

                              ---------------------

                                 PROXY STATEMENT
                                       FOR
                       1999 ANNUAL MEETING OF SHAREHOLDERS

                              ---------------------


                 INFORMATION CONCERNING SOLICITATION AND VOTING

General

         The enclosed  Proxy is solicited on behalf of the Board of Directors of
Linear Technology Corporation, a California corporation (the "Company"), for use
at the Annual Meeting of Shareholders (the "Annual Meeting") to be held November
3, 1999,  at 3:00 p.m.,  local  time,  or at any  adjournment  thereof,  for the
purposes set forth herein and in the  accompanying  Notice of Annual  Meeting of
Shareholders.  The  Annual  Meeting  will  be held  at the  Company's  principal
executive offices,  located at 720 Sycamore Drive,  Milpitas,  California 95035.
The telephone number at that location is (408) 432-1900.

         These proxy  solicitation  materials and the Company's Annual Report to
Shareholders for the year ended June 27, 1999,  including financial  statements,
were mailed on or about September 24, 1999 to all shareholders  entitled to vote
at the Annual Meeting.

Proxies; Revocability of Proxies

         All  shares  entitled  to vote and  represented  by  properly  executed
proxies received prior to the Annual Meeting, and not revoked,  will be voted at
the Annual  Meeting  in  accordance  with the  instructions  indicated  on those
proxies.  If no instructions  are indicated on a properly  executed  proxy,  the
shares  represented  by that proxy will be voted as  recommended by the Board of
Directors.  If any other matters are properly presented for consideration at the
Annual  Meeting,  the persons named in the enclosed proxy and acting  thereunder
will have  discretion  to vote on those  matters in  accordance  with their best
judgment.  The Company does not currently anticipate that any other matters will
be raised at the Annual Meeting.

         Any proxy  given  pursuant to this  solicitation  may be revoked by the
person  giving  it at any  time  before  its use by  delivering  to the  Company
(Attention: Paul Coghlan, Vice President of Finance and Chief Financial Officer)
a written  notice of revocation or a duly executed proxy bearing a later date or
by attending the Annual Meeting and voting in person.

Voting Rights and Solicitation of Proxies

         On all matters other than the election of directors, each share has one
vote.  Each  shareholder  voting for the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the number
of directors to be elected (which number is currently set at five) multiplied by
the  number  of  shares  held  by  such  shareholder,  or  may  distribute  such
shareholder's  votes  on the same  principle  among  as many  candidates  as the
shareholder  may select.  However,  no shareholder  will be entitled to cumulate
votes unless the  candidate's  name has been placed in  nomination  prior to the
voting, and the shareholder,  or any other shareholder,  has given notice at the
meeting prior to the voting of the shareholder's intention to cumulate votes. If
any shareholder gives such notice, all shareholders may cumulate their votes for
the candidates in nomination.  In the event that  cumulative  voting is invoked,
the proxy  holders  will have the  discretionary  authority  to vote all proxies
received  by them in such a manner as to ensure the  election  of as many of the
Board of  Directors'  nominees  as  possible.  See  "Proposal  One--Election  of
Directors."

         The Company will bear the cost of soliciting proxies. In addition,  the
Company may reimburse brokerage firms and other persons representing  beneficial
owners of shares for their expenses in forwarding  solicitation material to such
beneficial owners. Solicitation of proxies by mail may be supplemented by one or
more of  telephone,  telegram,  facsimile,  e-mail or personal  solicitation  by
directors,   officers  or  regular  employees  of  the  Company.  No  additional
compensation will be paid to such persons for such services.

                                        1

<PAGE>


Quorum; Abstentions; Broker Non-Votes

         Under  California  law, all proposals  submitted at the Annual  Meeting
require for their approval both the affirmative vote of a majority of the shares
"represented  and voting" at the Annual  Meeting and the  affirmative  vote of a
majority of the quorum  required for the  transaction  of business.  A quorum is
established by the presence at the Annual Meeting, either in person or by proxy,
of the holders of a majority of the outstanding shares of Common Stock "entitled
to vote" at the Annual Meeting,  including those shares as to which no votes are
cast at the Annual Meeting.  Accordingly,  abstentions and broker non-votes will
be  counted  as  "entitled  to  vote"  and  thus  represented  for  purposes  of
establishing a quorum,  but will not be counted for purposes of determining  the
number of shares  which are  "represented  and voting"  with  respect to a given
proposal.

Deadline for Receipt of Shareholder Proposals;  Discretionary  Authority to Vote
on Shareholder Proposals

         Proposals  of  shareholders  of the  Company  which are  intended to be
presented by such  shareholders  at the  Company's  2000 Annual  Meeting must be
received  by the  Company no later  than May 27,  2000 in order that they may be
included in the proxy statement and form of proxy relating to that meeting.

         The  Company  may  use  its  discretionary   voting  authority  on  all
shareholder  proposals  not received by the Company on or prior to September 19,
1999.

Record Date and Voting Securities

         Shareholders  of record at the close of business on  September  7, 1999
(the "Record Date") are entitled to notice of and to vote at the meeting.  As of
the Record Date, 154,222,197 shares of the Company's Common Stock, no par value,
were issued and  outstanding.  No shares of the  Company's  Preferred  Stock are
outstanding.  Based on the last reported sale on the Nasdaq  National  Market on
September 7, 1999,  the market value of one share of the Company's  Common Stock
was $67.50.  For information  regarding  security ownership by management and by
the beneficial  owners of more than five percent of the Company's  Common Stock,
see  "Beneficial  Security  Ownership of  Directors,  Officers and Certain Other
Beneficial Owners."

                                        2

<PAGE>


                                  PROPOSAL ONE

                              ELECTION OF DIRECTORS

Nominees

         The Company's Bylaws  currently  provide for a board of five directors.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the  Company's  five  nominees  named below,  all of whom are currently
directors of the Company. In the event that any nominee of the Company is unable
or  declines  to serve as a  director  at the time of the  Annual  Meeting,  the
proxies  will be voted  for any  substitute  nominee  who is  designated  by the
current  Board of  Directors to fill the  vacancy.  It is not expected  that any
nominee  listed below will be unable or will decline to serve as a director.  In
the event that additional  persons are nominated for election as directors,  the
proxy  holders  intend to vote all proxies  received by them in such a manner in
accordance with cumulative  voting as will ensure the election of as many of the
nominees listed below as possible,  and, in such event, the specific nominees to
be voted for will be determined by the proxy  holders.  In any event,  the proxy
holders  cannot  vote for more  than  five  persons.  The term of office of each
person  elected as a director  will  continue  until the next Annual  Meeting of
Shareholders or until his successor has been elected and qualified.

<TABLE>
         The names of the nominees,  and certain information about them, are set
forth below.

<CAPTION>
        Name Of Nominee         Age(1)              Principal Occupation               Director Since
- ------------------------------- --------   -----------------------------------------   ----------------
<S>                               <C>      <C>                                              <C>
Robert H. Swanson, Jr. .........  61       Chairman and Chief Executive Officer of          1981
                                             the Company
David S. Lee ...................  62       Chairman, Cortelco Systems Holding               1988
                                             Corp.
Leo T. McCarthy ................  69       President, The Daniel Group                      1994
Richard M. Moley ...............  60       Former President and Chief Executive             1994
                                             Officer, StrataCom, Inc.
Thomas S. Volpe ................  48       General Partner, Volpe Brown Whelan &            1984
                                             Company, LLC

<FN>
- ------------
(1)  As of September 7, 1999
</FN>
</TABLE>


         There are no family  relationships  among the  Company's  directors and
executive officers.

         Mr. Swanson, a founder of the Company, has served as Chairman and Chief
Executive  Officer since April 1999.  Prior to April 1999, Mr. Swanson served as
President and Chief Executive  Officer.  Mr. Swanson has served as a director of
the Company since its  incorporation in September 1981. From August 1968 to July
1981,   he  was  employed  in  various   positions  at  National   Semiconductor
Corporation, a manufacturer of integrated circuits, including Vice President and
General Manager of the Linear Integrated Circuit Operation and Managing Director
in Europe.

         Mr. Lee is  Chairman of the Board of Cortelco  Systems  Inc.,  Cortelco
Kellogg,  Open  Data  Systems  and  Telmax  Communications,  and a Regent of the
University of California. Mr. Lee co-founded Qume Corporation in 1973 and served
as Executive  Vice-President of Qume until it was acquired by ITT Corporation in
1978.  After the  acquisition,  Mr. Lee held the  positions  of  Executive  Vice
President of ITT Qume until 1981,  and President of ITT Qume through 1983.  From
1983 to 1985,  he served as Vice  President  of ITT and as Group  Executive  and
Chairman of its Business Information Systems Group. In 1985, he became President
and  Chairman of Data  Technology  Corp.  ("DTC"),  and in 1988 DTC acquired and
merged with Qume.  Currently,  Mr. Lee is a member of the Board of  Directors of
ACT Manufacturing Inc., Centigram Communications Corporation, and Daily Wellness
Co. Mr. Lee also serves as a board member of Directors of the California Chamber
of Commerce,  as Commissioner of California  Postsecondary  Education Commission
and as President of Asian  Cultural  Teachings.  Mr. Lee served as an adviser to
Presidents  George  Bush and Bill  Clinton on the  Advisory  Committee  on Trade
Policy and Negotiation (Office of the U.S. Trade Representative/Executive Office
of the  President)  and to  Governor  Pete  Wilson  on the  California  Economic
Development Corporation (CalEDC) and the Council on California  Competitiveness.
Mr. Lee founded and served as Chairman of the Chinese  Institute  of  Engineers,
the Asian  American  Manufacturers'  Association  and the Monte Jade Science and
Technology Association.

                                        3

<PAGE>


         Mr.  McCarthy has served since  January 1995 as President of The Daniel
Group, a partnership  engaged in real estate and stock investment  opportunities
and international trade consultation.  Mr. McCarthy retired from elective office
in 1994 after twelve years as  Lieutenant  Governor of the State of  California.
His primary  responsibility as Lieutenant  Governor was to help businesses start
and grow  through his role as chair of the  California  Commission  for Economic
Development.  Mr.  McCarthy also serves on the Boards of two mutual  funds,  the
Parnassus Funds and Forward Funds.

         Mr. Moley served as Chairman,  President and Chief Executive Officer of
StrataCom, Inc., a network systems company, from June 1986 until its acquisition
by Cisco Systems,  Inc., a provider of computer  internetworking  solutions,  in
July 1996. Mr. Moley served as Senior Vice President of Cisco until August 1997,
when he became a consultant  and private  investor.  Mr. Moley served in various
executive positions at ROLM Corporation, a telecommunications company, from 1973
to 1986, most recently as a Group Vice President. Prior to joining ROLM, he held
management  positions in software  development and marketing at  Hewlett-Packard
Company. Mr. Moley serves as a director of CIDCO Incorporated, Netro and Echelon
Corporation.

         Mr. Volpe is Chief  Executive  Officer of Volpe Brown Whelan & Company,
LLC (formerly Volpe,  Welty & Company),  a private  investment  banking and risk
capital firm. Until April 1986, he was President and Chief Executive  Officer of
Hambrecht & Quist  Incorporated,  an  investment  banking firm with which he had
been affiliated since 1981.

Vote Required and Recommendation of Board of Directors

         The five nominees  receiving the highest number of affirmative votes of
the shares  entitled to be voted shall be elected as directors.  Votes  withheld
will be counted for purposes of determining  the presence or absence of a quorum
for the transaction of business at the meeting, but will not be counted as votes
cast in the election of directors.

         THE COMPANY'S BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS  VOTING "FOR"
THE NOMINEES SET FORTH HEREIN.

                                        4

<PAGE>


                                  PROPOSAL TWO

               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

         The Board of  Directors  has  selected  Ernst & Young LLP,  independent
auditors,  to audit the financial  statements of the Company for the year ending
July 2, 2000, and recommends that the shareholders vote for ratification of such
appointment. In the event of a negative vote on such ratification,  the Board of
Directors  will  reconsider  its  selection.  Ernst & Young LLP has  audited the
Company's  financial  statements  since the fiscal  year  ended  June 30,  1982.
Representatives  of Ernst & Young LLP are  expected  to be present at the Annual
Meeting,  will have the  opportunity  to make a statement and are expected to be
available to respond to appropriate questions from shareholders.

         THE COMPANY'S BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS  VOTING "FOR"
THE  RATIFICATION  OF THE  APPOINTMENT  OF  ERNST & YOUNG  LLP AS THE  COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JULY 2, 2000.

                                        5

<PAGE>


                   INFORMATION CONCERNING BENEFICIAL SECURITY
                          OWNERSHIP, BOARD OF DIRECTORS
                           AND MANAGEMENT COMPENSATION

Security Ownership

<TABLE>
         The following table sets forth certain information known to the Company
regarding  the  beneficial  ownership  of the  Company's  Common Stock as of the
Record  Date,  by (a) each  beneficial  owner of more  than 5% of the  Company's
Common Stock,  (b) the Company's Chief Executive  Officer and the Company's four
other  most  highly   compensated   executive   officers   during   fiscal  1999
(collectively, the "Named Executive Officers"), (c) each director of the Company
and (d) all directors and executive  officers of the Company as a group.  Except
as otherwise  indicated,  each person has sole voting and investment  power with
respect to all shares shown as beneficially owned, subject to community property
laws where applicable.


<CAPTION>
                                                        Shares       Percentage
                                                     Beneficially   Beneficially
      Beneficial Owner                                   Owned          Owned
      ----------------                                   -----          -----
<S>                                                    <C>              <C>
Janus Capital Corporation(1) ......................    19,273,170       12.5%
     100 Fillmore Street
     Denver, CO 80206-4923

Putnam Investments, Inc.(2) .......................    15,167,336        9.8%
     One Post Office Square
     Boston, MA 02109

FMR Corp.(3) ......................................    14,646,690        9.5%
     82 Devonshire Street
     Boston, MA 02109

Robert H. Swanson, Jr.(4) .........................       482,900         *
Robert C. Dobkin(5) ...............................       766,176         *
Clive B. Davies(6) ................................       743,628         *
Paul Coghlan(7) ...................................       396,724         *
Hans J. Zapf(8) ...................................       228,500         *
Thomas S. Volpe(9) ................................        88,000         *
David S. Lee(10) ..................................        48,000         *
Leo T. McCarthy(11) ...............................        93,000         *
Richard M. Moley(12) ..............................        64,000         *
All directors and executive officers as a
  group (14 persons)(13) ..........................     3,193,628        2.0%

<FN>
- ------------
*    Less than one percent of the outstanding Common Stock.
 (1) As reported by Janus Capital  Corporation  ("Janus Capital") as of February
     5, 1999. Includes 15,355,430 shares beneficially owned by Janus Fund. Janus
     Capital  and Janus Fund have  shared  voting  power and shared  dispositive
     power  with  respect to the  shares  beneficially  owned by Janus and Janus
     Fund.
 (2) As reported by Putnam  Investments,  Inc. as of February 18, 1999. Consists
     of 14,830,736 shares held by Putnam Investment Management, Inc. ("PIM") and
     336,600 shares held by The Putnam Advisory Company,  Inc.  ("PAC"),  each a
     registered  investment  advisor under the Investment  Advisers Act of 1940.
     PIM and PAC are deemed to be beneficial  owners of the shares held by their
     respective investment advisory clients. Putnam Investments,  Inc. ("PI"), a
     wholly owned subsidiary of Marsh & McLennan Companies, Inc. ("MMC"), is the
     sole owner of PIM and PAC. PI and MMC disclaim the power to vote or dispose
     of, or to direct the voting or disposition of, any of the securities  owned
     by PIM and PAC.

                                        6

<PAGE>


 (3) As  reported  by  Fidelity  Management  & Research  Company  ("FMRC") as of
     September 7, 1999.  Includes  13,290,610 shares beneficially owned by FMRC,
     1,324,080 shares  beneficially owned by Fidelity  Management Trust Company,
     and 32,000 shares beneficially owned by Fidelity International Limited. FMR
     Corp.  has sole voting power with respect to 1,356,080  shares and has sole
     dispositive power with respect to the 14,646,690 shares.
 (4) Includes  221,400  shares issued in the name of Robert H. Swanson,  Jr. and
     Sheila L.  Swanson,  Trustees of the Robert H.  Swanson,  Jr. and Sheila L.
     Swanson  Trust U/T/A  dated May 27,  1976.  Also  includes  261,500  shares
     issuable  pursuant to options  exercisable  within 60 days of  September 7,
     1999.
 (5) Includes 374,676 shares issued in the name of Robert C. Dobkin and Kathleen
     C. Dobkin, Trustees of the Dobkin Family Trust U/D/T 9/16/91. Also includes
     391,500 shares issuable pursuant to options  exercisable  within 60 days of
     September 7, 1999.
 (6) Includes  318,128 shares issued in the name of Clive B. Davies and Carol B.
     Davies,  Trustees of the Davies Living Trust 9/9/94.  Also includes 425,500
     shares issuable pursuant to options exercisable within 60 days of September
     7, 1999.
 (7) Includes 359,500 shares issuable pursuant to options  exercisable within 60
     days of September 7, 1999.
 (8) Includes 200,500 shares issuable pursuant to options  exercisable within 60
     days of September 7, 1999.
 (9) Consists of 88,000 shares issuable pursuant to options  exercisable  within
     60 days of September 7, 1999.
(10) Consists of 48,000 shares issuable pursuant to options  exercisable  within
     60 days of September 7, 1999.
(11) Consists of 93,000 shares issuable pursuant to options  exercisable  within
     60 days of September 7, 1999.
(12) Consists of 64,000 shares issuable pursuant to options  exercisable  within
     60 days of September 7, 1999.
(13) Includes  2,214,200 shares issuable pursuant to options  exercisable within
     60 days of September 7, 1999.
</FN>
</TABLE>


Board Meetings And Committees

         The Board of  Directors  of the Company  held a total of four  meetings
during the fiscal year ended June 27, 1999. No director  attended fewer than 75%
of the meetings of the Board of Directors  and the Board  committees  upon which
such  director  served.  The Board of  Directors  has an Audit  Committee  and a
Compensation  Committee.  The Board of Directors has no nominating  committee or
any committee performing similar functions.

         The Audit  Committee  of the Board of Directors  currently  consists of
directors  Lee,  McCarthy,  Moley and Volpe,  and held a total of four  meetings
during the last fiscal year. The Audit  Committee  recommends  engagement of the
Company's independent  auditors,  and is primarily responsible for approving the
services performed by the Company's  independent  auditors and for reviewing and
evaluating  the  Company's  accounting  principles  and its  system of  internal
accounting controls.

         The Compensation Committee of the Board of Directors currently consists
of directors Lee,  McCarthy,  Moley and Volpe, and held a total of four meetings
during the last fiscal year.  The  Committee  reviews and approves the Company's
executive compensation policy,  including the salaries and target bonuses of the
Company's  executive  officers,  and  administers  the Company's  employee stock
plans.

Director Compensation

         The  Company  currently  pays  each  non-employee  director  an  annual
retainer  of  $20,000  and a fee of  $1,500  for each  meeting  of the  Board of
Directors  attended.  Directors are generally  eligible to receive options under
the Company's stock option plans.

                                        7

<PAGE>


Compensation Committee Interlocks and Insider Participation

         The Company's  Compensation  Committee  currently consists of directors
Lee,  McCarthy,  Moley and Volpe. No executive  officer of the Company served on
the  compensation  committee of another entity or on any other  committee of the
board of directors of another entity  performing  similar  functions  during the
last fiscal year.

Section 16(a) Beneficial Ownership Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's  executive  officers and  directors,  and persons who own
more than ten percent of a registered class of the Company's equity  securities,
to file reports of ownership on Form 3 and of changes in ownership on Forms 4 or
5 with the  Securities and Exchange  Commission and the National  Association of
Securities  Dealers,   Inc.  Executive  officers,   directors  and  ten  percent
shareholders  are also required by Commission  rules to furnish the Company with
copies of all Section 16(a) forms they file.

         Based solely upon its review of copies of such forms and amendments, if
any, received by the Company, or written  representations from certain reporting
persons that no Forms 5 were  required for such  persons,  the Company  believes
that it has complied  with all Section 16(a) filing  requirements  applicable to
its executive officers and directors during the year ended June 27, 1999, except
that Lothar Maier,  the Company's  Vice President and Chief  Operating  Officer,
reported  the receipt of an option late and Timothy D. Cox, the  Company's  Vice
President of North American Sales, reported one sale of stock late.

Executive Officer Compensation

         The following table sets forth all  compensation  received for services
rendered to the Company in all capacities, for the last three fiscal years ended
June 27, 1999, by the Named Executive Officers:


<TABLE>
                                                     Summary Compensation Table

<CAPTION>
                                                                                                      Long Term
                                                               Annual Compensation                  Compensation
                                                  -------------------------------------------       -------------
                                                                                                       Shares
                                                                                                      Underlying      All Other
Name and Principal Position                       Year          Salary              Bonus(1)          Options(2)   Compensation(3)
- ---------------------------                       ----        ----------           ----------         ----------   ---------------
<S>                                               <C>         <C>                  <C>                  <C>            <C>
Robert H. Swanson, Jr. .........................  1999        $  283,488           $1,340,347           100,000        $   33,064
 Chairman and Chief                               1998           268,258            1,273,804           250,000            23,790
 Executive Officer                                1997           262,260              827,910           400,000            22,139

Clive B. Davies ................................  1999        $  253,615           $1,064,105            65,000        $   22,576
 President                                        1998           241,662              979,622           130,000            22,620
                                                  1997           224,315              641,303           200,000            21,083

Robert C. Dobkin ...............................  1999        $  249,677           $  853,018            45,000        $   22,250
 Vice President, Engineering                      1998           237,717              908,210           190,000            22,172
 and Chief Technical Officer                      1997           220,683              610,080           300,000            20,372

Paul Coghlan ...................................  1999        $  244,677           $  881,256            35,000        $   21,440
 Vice President, Finance and                      1998           232,833              861,497            90,000            21,820
 Chief Financial Officer                          1997           215,620              573,807           140,000            20,379

Hans J. Zapf ...................................  1999        $  231,157(4)        $  431,455            25,000        $   22,250
 Vice President,                                  1998           218,827(4)           486,689            80,000            22,258
 International Sales                              1997           231,284(4)           359,278           140,000            20,352

<FN>
- ------------
(1)  Includes cash profit  sharing and cash bonuses  earned for the fiscal year,
     whether accrued or paid.
(2)  All stock numbers  reflect the  two-for-one  split of the Company's  Common
     Stock in February 1999.
(3)  Includes  insurance  premiums paid by the Company under its life  insurance
     program.  Also includes 401(k) profit sharing  distributions  earned during
     the fiscal year.
(4)  Includes sales commissions earned by Mr. Zapf for the fiscal year.
</FN>
</TABLE>

                                        8

<PAGE>


Option Grants in Last Fiscal Year

<TABLE>
         The  following  table  shows,  as  to  the  Named  Executive  Officers,
information  concerning  stock  options  granted  during the year ended June 27,
1999.

<CAPTION>
                                                           Individual Grants
                                         ---------------------------------------------------------
                                                                                                         Potential Realizable
                                         Number of     Percent of                                              Value at
                                        Securities   Total Options                                      Assumed Annual Rates of
                                        Underlying     Granted to     Stock Price     Appreciation        for Option Term(3)
                                         Options      Employees in   Exercise Price    Expiration     ---------------------------
             Name                        Granted     Fiscal Year(1)    Per Share        Date(2)            5%               10%
             ----                        -------     --------------    ---------        -------            --               ---
<S>                                      <C>              <C>          <C>             <C>             <C>               <C>
Robert H. Swanson, Jr. ...........       100,000          2.0%         $  56.3125      04/13/09        $3,541,463        $8,974,760
Clive B. Davies ..................        65,000          1.3             56.3125      04/13/09         2,301,951         5,833,594
Robert C. Dobkin .................        45,000          0.9             56.3125      04/13/09         1,593,658         4,038,642
Paul Coghlan .....................        35,000          0.7             56.3125      04/13/09         1,239,512         3,141,166
Hans J. Zapf .....................        25,000          0.5             56.3125      04/13/09           885,366         2,243,690

<FN>
- ------------
(1)  The  Company  granted to  employees  in fiscal  1999  options  to  purchase
     4,976,000 shares of Common Stock.
(2)  Options may  terminate  before their  expiration  upon the  termination  of
     optionee's  status as an employee,  director or consultant,  the optionee's
     death or disability or an acquisition of the Company.
(3)  Potential  realizable value assumes that the stock price increases from the
     date of grant  until the end of the  option  term (10  years) at the annual
     rate  specified  (5%  and  10%).  Annual   compounding   results  in  total
     appreciation  of  approximately  63% (at 5% per  year) and 159% (at 10% per
     year).  If the  price  per  share of the  Company's  Common  Stock  were to
     increase   at  such  rates  from  the  price  at  the  date  of  the  above
     grants--$56.3125  per  share--over  the next 10 years,  the resulting stock
     price at 5% and 10% appreciation  would be  approximately  $91.73 per share
     and approximately $146.06 per share,  respectively.  The 5% and 10% assumed
     annual rates of compounded  stock price  appreciation are mandated by rules
     of  the  Securities  and  Exchange  Commission  and do  not  represent  the
     Company's estimate or projection of future stock price growth.
</FN>
</TABLE>


Option Exercises And Holdings

         The  following  table  provides  information  with  respect  to  option
exercises in fiscal 1999 by the Named  Executive  Officers and the value of such
officers' unexercised options at June 27, 1999.


<TABLE>
                         Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

<CAPTION>
                                                                        Number of Shares Underlying       Value of Unexercised
                                                                           Unexercised Options at        In-the-Money Options at
                                         Shares                                Fiscal Year-end              Fiscal Year-end(3)
                                        Acquired        Value         --------------------------------   ---------------------------
             Name                    on Exercise(1)  Realized(2)      Exercisable(1)  Unexercisable(1)   Exercisable   Unexercisable
             ----                    --------------  -----------      --------------  ----------------   -----------   -------------
<S>                                      <C>         <C>                 <C>              <C>            <C>             <C>
Robert H. Swanson, Jr. .............     223,500     $ 8,992,091         186,500          500,000        $ 8,576,938     $17,706,250
Clive B. Davies ....................     120,000       5,920,001         386,000          269,000         20,136,375       9,082,688
Robert C. Dobkin ...................      40,000       1,805,938         338,000          347,000         16,895,375      13,181,188
Paul Coghlan .......................     125,000       5,864,779         333,000          177,000         17,722,563       6,269,313
Hans J. Zapf .......................     110,000       5,477,185         176,000          159,000          8,963,562       5,923,938

<FN>
- ------------
(1)  All stock numbers  reflect the  two-for-one  split of the Company's  Common
     Stock in February 1999.
(2)  Market  value of  underlying  securities  on the exercise  date,  minus the
     exercise price.
(3)  Value is based on the last  reported  sale price of the Common Stock on the
     Nasdaq  National  Market  of $62.00  per  share on June 25,  1999 (the last
     trading day for fiscal 1999), minus the exercise price.
</FN>
</TABLE>

                                        9

<PAGE>


                               PERFORMANCE GRAPH

         The following  graph shows a five-year  comparison of cumulative  total
shareholder  return,  calculated  on a  dividend  reinvested  basis,  for Linear
Technology  Corporation,  the  Nasdaq  National  Market  and  the  Semiconductor
Subgroup of the S&P Electronics  Index (the  "Semiconductor  Index").  The graph
assumes  that $100 was invested in the  Company's  Common  Stock,  in the Nasdaq
National  Market and in the  Semiconductor  Index on the last trading day of the
Company's 1994 fiscal year.  Note that historic  stock price  performance is not
necessarily indicative of future stock price performance.

[The following  descriptive  data is supplied in accordance  with Rule 304(d) of
Regulation S-T]

                                Jun-94  Jun-95  Jun-96  Jun-97   Jun-98  Jun-99
                                ------  ------  ------  ------   ------  ------
Linear Technology Corporation     100     151     138     239     279     625
Nasdaq National Market            100     132     168     204     268     380
Semiconductor Index               100     189     173     324     328     567

                                       10

<PAGE>


                          COMPENSATION COMMITTEE REPORT

Introduction

         The Compensation  Committee of the Board of Directors (the "Committee")
is composed only of non-employee  directors. It is responsible for reviewing and
recommending  for approval by the Board of Directors the Company's  compensation
practices,  executive  salary levels and variable  compensation  programs,  both
cash-based and  equity-based.  The Committee  generally  determines  base salary
levels  for  executive  officers  of the  Company  at or about the start of each
fiscal year and determines  actual  bonuses at the end of each six-month  fiscal
period based upon Company and individual performance.

Compensation Philosophy

         The Committee has adopted an executive  pay-for-performance  philosophy
covering all executive  officers,  including the Chief Executive  Officer.  This
philosophy   emphasizes  variable  compensation  in  order  to  align  executive
compensation  with the Company's  business  objectives  and  performance  and to
attract,  retain and reward executives who contribute both to the short-term and
long-term   success  of  the  Company.   Pay  is   sufficiently   variable  that
above-average  performance  results in  above-average  total  compensation,  and
below-average   performance  for  the  Company  or  the  individual  results  in
below-average  below-average  performance  for  the  Company  or the  individual
results  in  below-average  total  compensation.   The  focus  is  on  corporate
performance and individual contributions toward that performance.

Compensation Program

         The Company has a comprehensive  compensation program which consists of
cash compensation,  both fixed and variable, and equity-based compensation.  The
program has four principal  components,  which are intended to attract,  retain,
motivate and reward  executives  who are expected to manage both the  short-term
and long-term success of the Company. These components are:

         Cash-Based Compensation

                  Base  Salary--Base  salary is  predicated on industry and peer
         group  comparisons  and on  performance  judgments  as to the  past and
         expected future  contribution of the individual  executive officer.  In
         general,  salary  increases  are made  based  on  median  increases  in
         salaries for similar  executives of similar-size  companies in the high
         technology industry.

                  Profit   Sharing--Profit   sharing  payments  are  distributed
         semi-annually  to all employees,  including  executives,  from a profit
         sharing  pool.  The  amount of the pool is  largely  determined  by the
         magnitude of sales and operating income for the six-month period.  This
         pool is  distributed  to all eligible  employees  based on the ratio of
         their individual salary to total salaries for all employees.  A portion
         of this profit sharing is paid directly into a 401(k)  retirement  plan
         for all employees.

                  Bonuses--The   Company  has  a   discretionary   key  employee
         incentive  pool  pursuant  to which  executive  officers  and a limited
         number of key employees may receive  semi-annual cash bonuses.  Targets
         for  sales  growth  and  operating  income  as a  percentage  of  sales
         influence the size of the pool.  Individual  payments are made based on
         the Company's  achievement  of these targets and upon the  individual's
         personal and departmental performance.

         In  1996,  the  Company  adopted  a  senior  executive  bonus  plan  to
facilitate,  under  Section  162(m) of the Internal  Revenue  Code,  the federal
income tax  deductibility  of  compensation  paid to the  Company's  most highly
compensated  executive  officers.  In fiscal 1999, the participants were Messrs.
Swanson,  Davies,  Dobkin and Coghlan. In fiscal 2000, the plan will include the
Chief  Executive  Officer  and each of the  Company's  four  other  most  highly
compensated executive officers.

                                       11

<PAGE>


         Equity-Based Compensation

                  Stock  Options--Stock  options  are  granted  periodically  to
         provide  additional  incentive to executives and other key employees to
         work to maximize  long-term total return to  shareholders.  The options
         vest over a five-year period to encourage option holders to continue in
         the  employ  of the  Company.  Over  37% of  worldwide  employees  have
         received stock options. In granting options, the Compensation Committee
         takes into account the number of shares and outstanding options already
         held by the individual.

Chief Executive Officer Compensation

         The Committee  uses the same factors and criteria  described  above for
compensation decisions regarding the Chief Executive Officer.

Compensation Limitations for Tax Purposes

         The Committee has considered the potential  impact of Section 162(m) of
the Internal Revenue Code adopted under the federal Revenue  Reconciliation  Act
of  1993.   Section  162(m)   generally   disallows  a  tax  deduction  for  any
publicly-held  corporation for individual  compensation  exceeding $1 million in
any  taxable  year  for  any of  the  Named  Officers,  unless  compensation  is
performance-based. The Company's policy is to qualify, to the extent reasonable,
its executive  officers'  compensation  for  deductibility  under applicable tax
laws. In fiscal 1997, the Company implemented the Senior Executive Bonus Plan in
order  to  qualify   certain   bonus   payments   to  the  Named   Officers   as
performance-based compensation under Section 162(m). The Committee believes that
the  implementation  of the Senior  Executive  Bonus Plan enables the Company to
compensate  its executive  officers in accordance  with its  pay-for-performance
philosophy while maximizing the deductibility of such compensation. However, the
Committee  recognizes  that the loss of a tax deduction may be necessary in some
circumstances.

Summary

         The Committee believes that a fair and motivating  compensation program
has played a critical role in the success of the Company.  The Committee reviews
this program on an ongoing basis to evaluate its continued effectiveness.


                                          Respectfully submitted by:


                                          The Compensation Committee


                                          David S. Lee
                                          Thomas S. Volpe
                                          Leo T. McCarthy
                                          Richard M. Moley

                                       12

<PAGE>


                                  OTHER MATTERS

         The Company  knows of no other  matters to be submitted to the meeting.
If any other  matters  properly  come before the meeting or any  adjournment  or
postponement  thereof,  it is the intention of the persons named in the enclosed
form of Proxy to vote the shares they  represent as the Board of  Directors  may
recommend.


                                     BY ORDER OF THE BOARD OF DIRECTORS


Dated: September 24, 1999

                                       13


<PAGE>


                                                                      APPENDIX A


- --------------------------------------------------------------------------------
PROXY                     LINEAR TECHNOLOGY CORPORATION                    PROXY

                       1999 ANNUAL MEETING OF SHAREHOLDERS

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


         The  undersigned  shareholder  of  Linear  Technology  Corporation,   a
California  corporation,  hereby  acknowledges  receipt  of the Notice of Annual
Meeting of Shareholders and Proxy  Statement,  each dated September 24, 1999 and
hereby appoints Robert H. Swanson,  Jr. and Paul Coghlan,  or either of them, as
attorneys-in-fact,  each  with  full  power,  on  behalf  and in the name of the
undersigned,  to  represent  the  undersigned  at the  1999  Annual  Meeting  of
Shareholders of Linear Technology Corporation to be held on November 3, 1999, at
3:00 p.m. local time, at the Company's principal  executive offices,  located at
720 Sycamore  Drive,  Milpitas,  California  95035,  and at any  postponement or
adjournment  thereof,  and  to  vote  all  shares  of  Common  Stock  which  the
undersigned would be entitled to vote if then and there personally  present,  on
the matters set forth on the reverse side, and, in their  descretion,  upon such
other  matter or matters  which may  properly  come  before the  meeting and any
adjournment thereof.

         The proxy will be voted as  directed  or, if no contrary  direction  is
indicated,  will  be  voted  FOR  the  election  of the  specified  nominees  as
directors,  FOR the  ratification  of the  appointment  of Ernst & Young  LLP as
independent  auditors,  and as said proxies deem advisable on such other matters
as may properly come before the meeting.

                 (Continued, and to be signed on the other side)
- --------------------------------------------------------------------------------
                            ^ FOLD AND DETACH HERE ^


<PAGE>


                                                                 [X] Please mark
                                                                      votes as
                                                                       in this
                                                                       example.


1. ELECTION OF DIRECTORS.                 FOR    WITHHELD
   NOMINEES:                              ALL    FROM ALL
   Robert H. Swanson, Jr.;             NOMINEES  NOMINEES
   David S. Lee; Leo T. McCarthy;         [ ]      [ ]
   Richard M. Moley; Thomas S. Volpe

   INSTRUCTION: To withhold authority to vote for any
   individual nominee, write that nominee's name in the
   space provided below.

   [ ] _____________________________
       For all nominees except
       as noted above

2. Proposal to ratify the  appointment  of Ernst &    FOR     AGAINST   ABSTAIN
   Young LLP as the  independent  auditors  of the    [ ]       [ ]       [ ]
   Company.

   In their discretion,  upon such other matter or
   matters  which may  properly  come  before  the
   meeting  and any  postponement  or  adjournment
   thereof.


THIS  PROXY  WILL BE  VOTED  AS  DIRECTED,  OR,  IF NO  CONTRARY  DIRECTIONS  IS
INDICATED,  WILL  BE  VOTED  FOR  THE  ELECTION  OF THE  SPECIFIED  NOMINEES  AS
DIRECTORS,  FOR THE  RATIFICATION  OF THE  APPOINTMENT  OF ERNST & YOUNG  LLP AS
INDEPENDENT  AUDITORS,  AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS
AS MAY COME BEFORE THIS MEETING.

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW

___________________________________     [ ]

___________________________________


Signature(s) _____________________________________   Dated ____________________

This Proxy should be marked, dated, signed by the shareholders exactly as his or
her name appears hereon, and returned promptly in the enclosed envelope.

Persons signing in a fiduciary  capacity should so indicate.  If shares are held
by joint tenants or as community property, both should sign.

- --------------------------------------------------------------------------------
                            ^ FOLD AND DETACH HERE ^




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