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UNITED STATES |
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SECURITIES AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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National Semiconductor Corporation
(Name of Issuer)
Common Stock, $.50 par value
(Title of Class of Securities)
637640103
(CUSIP Number)
Ralph
V. Whitworth
Relational Investors, LLC
12400 High Bluff Drive, Suite 600
San Diego, CA 92130
(858) 704-3333
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 2007
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).
CUSIP No. 637640103 |
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Names of Reporting Persons. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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4
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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5
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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6
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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7
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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8
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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9
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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10
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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11
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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12
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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13
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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|||||
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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14
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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|||||
Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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|||||
10. |
Shared Dispositive Power |
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|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
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|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
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|||||
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14. |
Type of Reporting Person
(See Instructions) |
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15
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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|||||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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|||||
Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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|||||
9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
16
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1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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17
|
1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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|||||
8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
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|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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18
|
1. |
Names of Reporting Persons. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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|||||
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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|||||
Number of |
7. |
Sole Voting Power |
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|||||
8. |
Shared Voting Power
|
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|||||
9. |
Sole Dispositive Power
|
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|||||
10. |
Shared Dispositive Power |
||||
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|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
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19
|
1. |
Names of Reporting Persons. |
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|||||
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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|
(a) |
x |
||
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(b) |
o |
||
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|||||
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3. |
SEC Use Only |
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|||||
|
4. |
Source of Funds (See
Instructions) |
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|||||
|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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|
|||||
|
6. |
Citizenship or Place of Organization |
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|
|||||
Number of |
7. |
Sole Voting Power |
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|||||
8. |
Shared Voting Power
|
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|
|||||
9. |
Sole Dispositive Power
|
||||
|
|||||
10. |
Shared Dispositive Power |
||||
|
|||||
|
11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
|||
|
|||||
|
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|||
|
|||||
|
13. |
Percent of Class
Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
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20
This Schedule 13D/A constitutes the ninth amendment to the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the SEC) on March 3, 2003 (the Statement) and amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7 and No. 8 filed by the Reporting Persons with the Securities and Exchange Commission on June 20, 2003, July 22, 2003, January 16, 2004, June 14, 2004, December 14, 2004, January 25, 2005, June 28, 2005 and August 24, 2006 respectively (Amendments) with respect to shares of the common stock (the Shares) of National Semiconductor Corporation (the Company). Except as specifically amended by this Schedule 13D/A, the Statement, as amended by the Amendments, remains in full force and effect.
Item 2. Identity and Background
This Statement is being filed by and on behalf of Relational Investors, L.P. (RILP), Relational Fund Partners, L.P. (RFP), Relational Coast Partners, L.P. (RCP), Relational Partners, L.P. (RP), RH Fund 1, L.P. (RH1), RH Fund 2, L.P. (RH2), RH Fund 4, L.P. (RH4), RH Fund 6, L.P. (RH6), RH Fund 7, L.P. (RH7), Relational Investors III, L.P. (RI III), Relational Investors VIII, L.P. (RI VIII), Relational Investors IX, L.P. (RI IX), Relational Investors X, L.P. (RI X), Relational Investors XI, L.P. (RI XI), Relational Investors XV, L.P. (RI XV) and Relational Investors XVI, L.P. (RI XVI), collectively, the Relational LPs. Each of the Relational LPs is a Delaware limited partnership. The principal business of each, is investing in securities.
This Statement is also being filed by and on behalf of Relational Investors, LLC (RILLC), a Delaware limited liability company. The principal business of RILLC is being the sole general partner, or the sole managing member of the general partner, of the Relational LPs and investment adviser of certain client managed accounts, the Managed Accounts. The Relational LPs and the Managed Accounts are the beneficial owners of the securities covered by this Statement. Pursuant to the Limited Partnership Agreement of each of the Relational LPs and the investment management agreement of the Managed Accounts, RILLC has sole investment discretion and voting authority with respect to the securities covered by this Statement.
This Statement is also being filed by and on behalf of Ralph V. Whitworth and David H. Batchelder. Messrs. Whitworth and Batchelder are the Principals of RILLC, in which capacity they share voting control and dispositive power over the securities covered by this Statement. Messrs. Whitworth and Batchelder, therefore, may be deemed to have shared indirect beneficial ownership of such securities. The present principal occupation of each of Messrs. Whitworth and Batchelder is serving as Principals of RILLC (Messrs. Whitworth and Batchelder, together with Relational LPs and RILLC, hereinafter, the Reporting Persons).
During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) 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 or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The business address of each of the Reporting Persons is 12400 High Bluff Drive, Suite 600, San Diego, CA 92130.
Messrs. Whitworth and Batchelder are citizens of the United States.
21
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and restated as follows:
RILLC and the Managed Accounts purchased an aggregate of 4,410,749 Shares for a total consideration (including brokerage commissions) of $65.3 million derived from capital of the Managed Accounts and margin borrowings from certain client margin accounts at Credit Suisse Securities (USA) LLC (CSSU).
The Relational LPs purchased an aggregate of 33,614,190 Shares for total consideration (including brokerage commissions) of $498.2 million derived from the capital of the Relational LPs and margin borrowings from CSSU for RFP, RCP, RH1 and RH2.
Interest on the margin debt balance of the margin accounts described above is charged at the then Federal Funds Rate plus 50 basis points. CSSU has a lien on the Shares held by certain Managed Accounts and those held by RFP, RCP, RH1 and RH2 to secure repayment of the margin borrowings described above.
22
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated as follows:
(a) As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 38,024,939 Shares, constituting 12.13% of the outstanding Shares. The percentage of Shares owned being based upon 313,500,098 Shares outstanding on February 25, 2007, as set forth in the Issuers Form 10-Q for the quarter ended February 25, 2007. The Reporting Persons may be deemed to have direct beneficial ownership of the Shares as follows:
NAME |
|
NUMBER OF SHARES |
|
% OF OUTSTANDING SHARES |
|
VOTING AND DISPOSITIVE POWER |
|
RILLC |
|
4,410,749 |
|
1.41 |
% |
Sole |
|
RILP |
|
9,070,538 |
|
2.89 |
% |
Sole |
|
RFP |
|
243,009 |
|
0.08 |
% |
Sole |
|
RCP |
|
480,751 |
|
0.15 |
% |
Sole |
|
RP |
|
296,088 |
|
0.09 |
% |
Sole |
|
RH1 |
|
4,181,769 |
|
1.33 |
% |
Sole |
|
RH2 |
|
4,868,784 |
|
1.55 |
% |
Sole |
|
RH4 |
|
927,220 |
|
0.30 |
% |
Sole |
|
RH6 |
|
969,651 |
|
0.31 |
% |
Sole |
|
RH7 |
|
455,310 |
|
0.15 |
% |
Sole |
|
RI III |
|
308,916 |
|
0.10 |
% |
Sole |
|
RI VIII |
|
5,664,059 |
|
1.81 |
% |
Sole |
|
RI IX |
|
1,895,289 |
|
0.60 |
% |
Sole |
|
RI X |
|
1,894,823 |
|
0.60 |
% |
Sole |
|
RI XI |
|
1,595,065 |
|
0.51 |
% |
Sole |
|
RI XV |
|
263,788 |
|
0.08 |
% |
Sole |
|
RI XVI |
|
499,130 |
|
0.16 |
% |
Sole |
|
RILLC, individually and in its capacity as an investment adviser, may be deemed to possess direct beneficial ownership of the 4,410,749 Shares that are owned by it and the Managed Accounts. Additionally, RILLC, as the sole general partner, or sole managing member of the general partner, of each of Relational LPs may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) the 33,614,190 Shares beneficially owned by the Relational LPs because the limited partnership agreements of the Relational LPs specify that RILLC has sole investment discretion and voting authority with respect to those Shares.
Each of Messrs. Whitworth and Batchelder, as Principals of RILLC, may be deemed to share indirect beneficial ownership of the Shares which RILLC may beneficially own. Each of Messrs. Whitworth and Batchelder disclaims beneficial ownership of such Shares for all other purposes.
To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any Shares.
23
(b) See item (a) above.
(c) Information concerning transactions in the Shares by the Reporting Persons during the past 60 days and not previously reported is set forth in Exhibit A filed with this Statement.
(d) 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, the Shares covered by this Statement, except that dividends from, and proceeds from the sale of, the Shares held by accounts managed by RILLC may be delivered to such accounts.
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits
The following Exhibits are filed herewith:
Exhibit A Information concerning transactions in the Shares affected
by the Reporting Persons in the last 60 days.
24
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: May 8, 2007
RELATIONAL INVESTORS,
L.P.
RELATIONAL FUND PARTNERS, L.P.
RELATIONAL COAST PARTNERS, L.P.
RELATIONAL PARTNERS, L.P.
RH FUND 1, L.P.
RH FUND 2, L.P.
RH FUND 4, L.P.
RH FUND 6, L.P.
RH FUND 7, L.P.
RELATIONAL INVESTORS III, L.P.
RELATIONAL INVESTORS VIII, L.P.
RELATIONAL INVESTORS IX, L.P.
RELATIONAL INVESTORS X, L.P.
RELATIONAL INVESTORS XI, L.P.
RELATIONAL INVESTORS XV, L.P.
RELATIONAL INVESTORS XVI, L.P.
By: |
RELATIONAL INVESTORS, LLC |
|
as general partner to each, except as the sole managing member of the general partners of Relational Investors III, L.P. and Relational Investors X, L.P. |
By: |
/s/ Ralph V. Whitworth |
|
||
|
|
Ralph V. Whitworth, Principal |
||
|
|
|
||
RELATIONAL INVESTORS, LLC |
|
|
||
|
|
|
||
|
By: |
/s/ Ralph V. Whitworth |
|
|
|
|
Ralph V. Whitworth, Principal |
||
|
|
|
||
|
|
|
||
/s/ Ralph V. Whitworth |
|
|
|
|
Ralph V. Whitworth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David H. Batchelder |
|
|
|
|
David H. Batchelder |
|
|
|
25
EXHIBIT INDEX
Exhibit |
|
Description |
|
|
|
A. |
|
Information concerning transactions in the Shares affected by Reporting Persons in the last 60 days. |
26