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SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Unitrode Corporation
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(Name of Issuer)
Common Stock, par value $.20
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(Title of Class of Securities)
913283-10-7
----------------------------
(CUSIP Number)
H. Barrett Flanders, Jr., Assistant General Counsel, AlliedSignal Inc.
101 Columbia Road, Morristown, New Jersey 07962-2245 201-455-4563
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 21, 1995; April 24, 1995
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(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
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Check the following box if a fee is being paid with this statement
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Page 1 of 5 pages
SCHEDULE 13D
CUSIP No. Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AlliedSignal Inc., as successor by merger to The Signal Companies,
Inc.
22-2640650
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS WC & AF (as to shares purchased June 26, 1980)
AF & BK (as to shares purchased September 29, 1980)
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 - Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
----
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 - 0 percent
14 TYPE OF REPORTING PERSON CO
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.20 per
share ("Unitrode Common Stock"), of Unitrode Corporation, a Maryland
corporation ("Unitrode"), the principal executive office of which is
located at Eight Suburban Park Drive, Billerica, Massachusetts 01821.
Item 2. Identity and Background.
This statement is filed by AlliedSignal Inc., a Delaware
corporation ("AlliedSignal"), successor by merger to The Signal Companies,
Inc., a Delaware corporation ("Signal"). It amends and restates Signal's
Schedule 13D filing made on July 2, 1980, as amended by Signal's Amendment
No. 1 filed October 7, 1980 and Amendment No. 2 filed January 24, 1984, and
as amended by AlliedSignal's Amendment No. 3 filed April 23, 1993,
Amendment No. 4 filed September 17, 1993, Amendment No. 5 filed March 31,
1994 and Amendment No. 6 filed July 6, 1994. AlliedSignal is a diversified
manufacturing company with businesses in aerospace, automotive and
engineered materials. AlliedSignal's principal office is located at 101
Columbia Road, Morristown, New Jersey 07962-2497.
Schedule A to this statement sets forth with respect to each
executive officer and director of AlliedSignal the following information:
(a) name; (b) business address; and (c) present principal occupation or
employment and the name, principal business and address of any corporation
or other organization in which such employment is conducted. All of such
persons are U.S. citizens except for Hans B. Amell (Sweden) and Paul R.
Schindler (France).
Neither AlliedSignal nor, to the best knowledge of AlliedSignal,
any person listed on Schedule A hereto has during the last five years (a)
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting activity subject to, federal
or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
Signal purchased a total of 2,585,700 shares of Unitrode Common
Stock (the number is adjusted for subsequent stock splits) in 1980 for a
total purchase price of $22,257,918. The funds were obtained from a
combination of cash on hand at Signal or one of its subsidiaries and short-
term bank credit. All of these shares have now been sold.
Item 4. Purpose of Transaction.
Signal acquired the Unitrode Common Stock referred to in Item 3
in 1980 for the purpose of obtaining a substantial minority interest in
Unitrode. At the time it completed its purchases, Signal owned
approximately 23.6% of the class of Unitrode Common Stock.
In April 1993, in Amendment No. 3 to this statement, AlliedSignal
reported that although it had no specific plans to dispose of the shares of
Unitrode Common Stock covered by this statement, the shares were not a
strategic investment and sales might be made at any time, in one or more
transactions, subject to the terms of the agreement with Unitrode referred
to in Item 6 of this statement.
Page 3 of 5
Commencing in January 1984 the shares of Unitrode Common Stock
covered by this statement were held on deposit by The First National Bank
of Boston, as escrow agent under an escrow agreement, dated as of January
15, 1984 (the "Escrow Agreement"), filed as Exhibit B to Amendment No. 2 to
this statement. The shares were held for exchange at the election of
holders of Signal's 8% Subordinated Exchangeable Debentures due 2009 (the
"Debentures"). Voting rights with respect to such shares were exercisable
by the holders of the Debentures. To the extent voting instructions were
not received from the holders of the Debentures, the shares of Unitrode
Common Stock were to be voted in proportion to the votes actually cast by
the holders of all outstanding shares voting on such matter. In April 1993
AlliedSignal redeemed all of the outstanding Debentures, and the rights of
the holders to exchange Debentures for Unitrode Common Stock terminated.
AlliedSignal reacquired the power to vote and to dispose of the 2,585,700
shares of Unitrode Common Stock, none of which had been issued upon exchange
of Debentures.
Item 5. Interest in Securities of the Issuer.
See Items 7 through 13 of the cover page of this statement for
the aggregate number and percentage of the class of Unitrode Common Stock
beneficially owned by AlliedSignal.
From August 1993 through September 1994 AlliedSignal reduced its
beneficial ownership of Unitrode Common Stock in sales transactions as
follows:
Type of Approximate Percentage of
Date No. Shares Sold Transaction Class Owned After Sale
8/6/93 124,000 NYSE/Rule 144 19.7%
8/30/94 500,000 Private Sale to Unitrode 16.3%
7/1/94 500,000 Private Sale to Unitrode 12.6%
9/19/94 111,700 NYSE/Rule 144 11.6%
On April 21, 1995 AlliedSignal sold 500,000 shares to Unitrode,
in a privately negotiated transaction at a price of $19.63 per share.
This sale reduced AlliedSignal's beneficial ownership of Unitrode Common
Stock to approximately 7.7%.
On April 24, 1995 AlliedSignal sold its remaining 850,000 shares
of Unitrode Common Stock, in a privately negotiated transaction in the third
market, reported in New York Stock Exchange composite transactions, at a
net price of $19.325 per share, reducing its beneficial ownership of Unitrode
Common Stock to zero.
Item 6. Contracts, Arrangement, Understandings or Relationships.
AlliedSignal and Unitrode entered into an Agreement, dated as
of September 10, 1993, filed as Exhibit A to Amendment No. 4 to this
statement (the "New Unitrode Agreement"), providing for (i) certain rights
of first refusal of the shares of Unitrode Common Stock held by
AlliedSignal and (ii) AlliedSignal's right to request registration of
shares of the Unitrode Common Stock under the Securities Act of 1933, in
each case until December 31, 1995. The New Unitrode Agreement extended
mutual rights granted under a prior agreement between Signal and Unitrode.
Page 4 of 5
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.
Dated: April 24, 1995 ALLIEDSIGNAL INC.
By: /s/ Peter M. Kreindler
----------------------------
Peter M. Kreindler
Senior Vice President, General
Counsel and Secretary
Page 5 of 5
Schedule A
AlliedSignal Inc.
Directors with Titles & Businesses
Becherer, Hans W. Deere & Company
Chairman and John Deere Road
Chief Executive Officer Moline, IL 61265-8098
309-765-4114
Bossidy, Lawrence A. AlliedSignal Inc.
Chairman of the Board and 101 Columbia Road
Chief Executive Officer Morristown, NJ 07962
201-455-6551
Covert, Eugene E. Massachusetts Institute of Technology
T. Wilson Professor of Aeronautics 77 Massachusetts Avenue
Bldg. 33, Room 215
Cambridge, MA 02139
617-253-2604
Fudge, Ann M. Kraft Foods, Inc. and
Executive Vice President Maxwell House Division
General Manager 250 North Street
White Plains, NY 10625
914-335-2413
Kelley, General Paul X. Cassidy & Associates
Vice Chairman for Corporate 700 13th Street, N.W., Suite 400
Strategy Washington, D.C. 20005
202-824-6000
Luciano, Robert P. Schering-Plough Corporation
Chairman and Chief Executive One Giralda Farms
Officer Madison, NJ 07940
201-822-7440
Palmer, Russell E. The Palmer Group
Chairman and Chief Executive 3600 Market Street, Suite 530
Officer Philadelphia, PA 19104
215-243-2590
Seidenberg, Ivan G. NYNEX Corporation
Chairman and Chief Executive 1113 Westchester Avenue - Room 467
Officer White Plains, NY` 10604
914-644-6440
Sigler, Andrew C. Champion International Corporation
Chairman and Chief Executive One Champion Plaza
Officer Stamford, CT 06921
203-358-7324
Stafford, John R. American Home Products Corporation
Chairman, President and Five Giralda Farms
Chief Executive Officer Madison, NJ 07940-0874
201-660-5008
Stafford, Thomas P. General Technical Services, Inc.
Consultant 4200 Perimeter Center Drive - Suite 102
Oklahoma City, OK 73112
405-947-1442
Winters, Robert C. The Prudential Insurance Company of
Chairman Emeritus America
751 Broad Street
Newark, NJ 07102-3777
201-802-7722
AlliedSignal Inc.
Officers with Titles and Addresses
Amell, Hans B. AlliedSignal Inc.
Vice President - Marketing 101 Columbia Road
Morristown, NJ 07962
201-455-4200
Barpal, Isaac R. AlliedSignal Inc.
Senior Vice President and 101 Columbia Road
Chief Technology Officer Morristown, NJ 07962
201-455-2001
Barter, John W. AlliedSignal Automotive
Executive Vice President and 20650 Civic Center Drive
President P. O. Box 5029
Southfield, MI 48086-5029
810-827-5660
Bossidy, Lawrence A. AlliedSignal Inc.
Chairman of the Board and 101 Columbia Road
Chief Executive Officer Morristown, NJ 07962
201-455-6551
Burnham, Daniel P. AlliedSignal Aerospace
Executive Vice President and 2525 West 190th Street
President Torrance, CA 90504-6099
310-512-3636
Callahan, Edward W. AlliedSignal Inc.
Vice President - Health, Safety & 101 Columbia Road
Environmental Sciences Morristown, NJ 07962
201-455-6118
Cole, Kenneth W. AlliedSignal Inc.
Vice President - Government 1001 Pennsylvania Avenue, NW, Suite 700
Relations Washington, DC 20004
202-662-2670
D'Aloia, G. Peter AlliedSignal Inc.
Vice President and Controller 101 Columbia Road
Morristown, NJ 07962
201-543-2935
Garvey, Nancy A. AlliedSignal Inc.
Vice President and Treasurer 101 Columbia Road
Morristown, NJ 07962
201-455-4427
Kreindler, Peter M. AlliedSignal Inc.
Senior Vice President, 101 Columbia Road
General Counsel and Secretary Morristown, NJ 07962
201-455-5513
Poses, Frederic M. AlliedSignal Engineered Materials
Executive Vice President and 101 Columbia Road
President Morristown, NJ 07962
210-455-3500
Redlinger, Donald J. AlliedSignal Inc.
Senior Vice President - 101 Columbia Road
Human Resources and Communications Morristown, NJ 07962
201-455-3997
Schindler, Paul R. AlliedSignal Inc.
Senior Vice President - Suite 3812-16, 38/F
International Shell Tower, Times Square
1 Matheson Street
Causeway Bay, Hong Kong
011-852-506-9009
201-455-6026 (Morristown)
Schroeder, Richard P. AlliedSignal Inc.
Vice President - Manufacturing 101 Columbia Road
Morristown, NJ 07962
201-455-3468
Sierk, James E. AlliedSignal Inc.
Senior Vice President - 101 Columbia Road
Quality and Productivity Morristown, NJ 07962
201-455-2148
Stark, Raymond C. AlliedSignal Inc.
Vice President - Materials 101 Columbia Road
Management Morristown, NJ 07962
201-455-3131
Wallman, Richard F. AlliedSignal Inc.
Senior Vice President and 101 Columbia Road
Chief Financial Officer Morristown, NJ 07962
201-455-5107