ANALOG DEVICES INC — Major Shareholding Notification 2003

Feb 10, 2003

SC 13G/A 1 h02975ssc13gza.htm A I M MANAGEMENT GROUP INC - ANALOG DEVICES INC sc13gza PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Analog Devices, Inc.

(Name of Issuer)

Common Stock, $.167 par value per share

(Title of Class of Securities)

032654105

(Cusip Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1 (b)

o Rule 13d-1 (c)

o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 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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13G
CUSIP No. 032654105
1.	Name of Reporting Person: A I M
Management Group Inc., on behalf of itself and its wholly-owned subsidiaries, A
I M Advisors, Inc. and A I M Capital Management, Inc., and AIM Private Asset
Management, Inc.		I.R.S. Identification Nos. of above
persons (entities only): 74-1881407
2.	Check the Appropriate Box if a Member of
a Group (See Instructions):
	(a)	o
	(b)	o
3.	SEC Use Only:
4.	Citizenship or Place of
Organization: Delaware
Number
of Shares Beneficially Owned by Each Reporting Person
With
		5.	Sole Voting
Power: 13,140,770
		6.	Shared Voting Power:
		7.	Sole Dispositive Power: 13,140,770
		8.	Shared Dispositive Power:
9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 13,140,770
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): o
11.	Percent of Class Represented by Amount in Row
(9): 3.6%
12.	Type of Reporting Person (See Instructions): HC

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13G

Item 1.	(a)	Name of Issuer:
		Analog Devices, Inc.
	(b)	Address of Issuer's Principal Executive
Offices:
		One Technology Way Norwood, MA
02062-9106
Item 2.
	(a)	Name of Person Filing:
		A I M Management Group Inc.
	(b)	Address of Principal Business Office or, if none,
Residence:
		11 Greenway Plaza, Suite 100 Houston, Texas
77046
	(c)	Citizenship:
		State of Delaware
	(d)	Title of Class of Securities:
		Common Stock, $.167 par value per share
	(e)	CUSIP
Number:
		032654105
Item 3.	If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
	(g)	x	A parent holding company or control person in accordance with
§ 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with
§240.13d-1(b)(1)(ii)(J).

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13G

Item 4.	Ownership. — (a)	Amount beneficially owned:
		13,140,770
	(b)	Percent of class:
		3.6%
	(c)	Number of shares as to which the person
has:
		(i)	Sole power to vote or to direct the vote:
			13,140,770
		(ii)	Shared power to vote or to direct the
vote:
			N/A
		(iii)	Sole power to dispose or to direct the disposition
of:
			13,140,770
		(iv)	Shared power to dispose or to direct the
disposition of:
			N/A
Instruction . For computations regarding
securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the
following x .
Instruction: Dissolution of a group
requires a response to this item.
Item 6.	Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding
Company.
A I M Advisors, Inc. and A I M Capital
Management, Inc., and AIM Private Asset Management, Inc., Investment Advisers registered under Section 203 of the
Investment Advisers Act
Item 8.	Identification and Classification of Members of the
Group.
N/A
Item 9.	Notice of Dissolution of Group.
N/A

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13G

| Item 10. |
| --- |
| By signing below I certify that, to
the best of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect. |

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:	February 10, 2003
Company Name(s):
A I M Management Group
Inc.
By:	/s/ CAROL F. RELIHAN
Name:	Carol F. Relihan
Title:	Senior Vice President, Secretary and General Counsel

Footnotes:

**Please call Jesse Frazier at (713) 214-7230 with questions regarding this filing. Do not delete the "br clear..." code, so the text will not wrap around the table above

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