SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TriQuint Semiconductor, Inc.
(Name of Issuer)
Common Stock, no par value
_________________________________________________
(Title of Class of Securities)
89674K103
____________________________
(CUSIP Number)
Pamela F. Craven, 600 Mountain Avenue, Murray Hill, NJ 07974
(908-582-6000)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 27, 1996
(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. 89674K103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Lucent Technologies Inc. 22-2321705
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO (See Item 3 and Item 4)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
661,059
SHARES
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
- 0 -
EACH
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
661,059
WITH
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,059
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
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Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates
is common stock with no par value (the "Stock") of TriQuint Semiconductor,
Inc., a California Corporation (the "Issuer").
The address of the principal executive office of the Issuer is:
3625A SW Murray Boulevard
Beaverton, OR 97005
Item 2. Identity and Background.
(a) Lucent Technologies Inc. ("Lucent")
(b) 600 Mountain Avenue, Murray Hill, NJ 07974
(c) Lucent is a major participant in the communications equipment industry.
The attached Schedule I is a list of the executive officers and directors
of Lucent which contains the following information with respect to each such
person: name; business address; present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted; and citizenship.
Lucent has no controlling person or corporation.
(d), (e). During the last five years, neither Lucent nor, to the best of
Lucent's knowledge, any person named on Schedule I has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person 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) a Delaware corporation
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date of the Event requiring the filing of this Schedule 13D,
Lucent beneficially owns 661,059 shares of the Issuer (which includes 200,000
shares issuable pursuant to a presently exercisable warrant) (the "Shares")
acquired in the restructuring of AT&T Corp. ("AT&T") leading to the spin-off
of Lucent from AT&T. The Shares are held by Lucent for its own account.
The Shares were transferred to Lucent on September 27, 1996, pursuant to
the Separation and Distribution Agreement dated February 1, 1996 and Amended
and Restated as of March 29, 1996, by and between AT&T Corp., Lucent
Technologies Inc. and NCR Corporation.
There will be no gain or loss recognized for Federal income tax purposes in
connection with the Shares pursuant to Internal Revenue Code Section
368 (a)(1)(D) in accordance with a private letter ruling from the United States
Internal Revenue Service.
The original circumstances under which AT&T acquired the Shares are set
forth in the 13D/A filed by AT&T with respect to the Shares, Item 3 and 4,
dated December 28, 1994.
Item 4. Purpose of the Transaction.
The informaton set forth under Item 3 is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of beneficially owned shares held by Lucent is
661,059 which includes 200,000 shares issuable pursuant to a presently
exercisable warrant. This represents approximately 8% of the shares of the
Stock outstanding based on 8,113,628 shares of Stock outstanding per the
Issuer's Notice of Special Meeting To Be Held November 19, 1996.
To the best of Lucent's knowledge, except as described in Schedule II
hereto, none of the persons listed on Schedule I
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hereto beneficially owns any shares of Common Stock of the Issuer.
(b) Lucent possesses the sole power to vote or direct the vote and to
dispose of or direct the disposition of all of the Shares beneficially owned
by it. The voting and dispositive power of the persons listed on Schedule I
hereto is, as applicable, described in Schedule II.
(c) To the best of Lucent's knowledge, except as described in Item 3 and
Schedule II hereto, there have been no transactions in the class of securities
reported on that were effective during the past 60 days by Lucent or the
persons listed on Schedule I hereto.
(d) To the best of Lucent's knowledge, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None
Item 7. Material to Be Filed as Exhibits.
None
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SCHEDULE I
Each of the persons named below is a citizen of the United States of
America. For each person whose principal employment is with Lucent, the
principal business of their employer is described under Item 2 above.
Principal Occupation or
Employment; Business
Address; and Principal
Name Business of Employer
Paul A. Allaire Chairman and Chief Executive Officer of
Xerox Corporation
800 Long Ridge Road
P.O. Box 1600
Stamford, CT 06904
Curt R. Artis Senior Vice President, Human Resources,
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Gerald J. Butters President, North America, Lucent
Technologies Inc.
475 South Street
Morristown, NJ 07962
Joseph S. Colson, Jr. President, AT&T Customer Business Unit,
Lucent Technologies Inc.
283 King George Road
Warren, NJ 07059
Curt J. Crawford President, Microelectronics Group, Lucent
Technologies Inc.
Two Oak Way
Berkeley Heights, NJ 07922
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Carly S. Florina President, Consumer Products, Lucent
Technologies Inc.
5 Wood Hollow Road
Parsippany, NJ 07054
Carla A. Hills Chairman and Chief Executive Officer of
Hills & Company
1200 Nineteenth Street, N.W.
Suite 201
Washington, D.C. 20036
Drew Lewis Chairman and Chief Executive Officer of
Union Pacific Corporation
Martin Tower
Eighth and Eaton Avenues
Bethlehem, PA 18018
William B. Marx, Jr. Senior Executive Vice President,
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Richard A. McGinn President and Chief Operating Officer,
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Paul H. O'Neill Chairman and Chief Executive Officer of
Aluminum Company of America
425 Sixth Avenue, 31st Floor
Pittsburgh, PA 15219-1850
William T. O'Shea President, Int. Regions & Prof. Services,
Lucent Technologies Inc.
475 South Street
Morristown, NJ 07962
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Donald S. Perkins Retired Chairman and Chief Executive
Officer of Jewel Companies, Inc.
One First National Plaza, Suite 2530
21 South Clark Street
Chicago, IL 60603-2006
Donald K. Peterson Executive Vice President & Chief Financial
Officer, Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Richard J. Rawson Senior Vice President & General Counsel,
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Patricia F. Russo President, Business Communication Services,
Lucent Technologies Inc.
211 Mount Airy Road
Basking Ridge, NJ 07920
Daniel C. Stanzione President, Network Systems and Bell
Laboratories, Lucent Technologies Inc.
475 South Street
Morristown, NJ 07962
Henry B. Schacht Chairman and Chief Executive Officer,
Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, NJ 07974
Franklin A. Thomas Consultant for TFF Study Group
Fuller Building, 33rd Floor
595 Madison Avenue
New York, NY 10022
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John A. Young Chairman of Novell, Inc.
c/o Mail Stop 16AB
3200 Hillview Avenue
Palo Alto, CA 94304
SCHEDULE II
None
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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 11, 1996
Lucent Technologies Inc.
By: Pamela F. Craven
Vice President - Law
