-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D8xIcKnGf2+ysqAehFgsr6gmaOob/lxKhaA4HGaFzDZI4C1ddrdiswVukQ+01L29 zf03ukLeC05nV/JcRsT3mA== 0000903423-04-000190.txt : 20040217 0000903423-04-000190.hdr.sgml : 20040216 20040217160351 ACCESSION NUMBER: 0000903423-04-000190 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: COMMUNICATION GENPAR, INC. GROUP MEMBERS: TPG PARALLEL I, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG PARTNERS LP CENTRAL INDEX KEY: 0000923167 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FT WORTH STATE: TX ZIP: 76102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBESPANVIRATA INC CENTRAL INDEX KEY: 0001081197 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 752658218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57605 FILM NUMBER: 04608668 BUSINESS ADDRESS: STREET 1: 100 SCHULZ DRIVE CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 7323457500 MAIL ADDRESS: STREET 1: 100 SCHULZ DRIVE CITY: RED BANK STATE: NJ ZIP: 07701 FORMER COMPANY: FORMER CONFORMED NAME: GLOBESPAN INC/DE DATE OF NAME CHANGE: 19991203 FORMER COMPANY: FORMER CONFORMED NAME: GLOBESPAN SEMICONDUCTOR INC DATE OF NAME CHANGE: 19990304 SC 13G/A 1 tpgglobespan13ga3_2-11.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)* GlobeSpanVirata, Inc. ---------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share ---------------------------------------- (Title of Class of Securities) 379571102 --------- (CUSIP Number) December 31, 2003 ---------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| 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 ("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). Page 1 of 10 - ------------------- CUSIP No. 379571102 13G Page 2 of 10 Pages - ------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 6,124,206 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 335,288 (1) PERSON WITH 7 SOLE DISPOSITIVE POWER 6,124,206 8 SHARED DISPOSITIVE POWER 335,288 (1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,459,494 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.33 % (2) 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) In its capacity as one of two stockholders of Communication GenPar, Inc. (2) Based on total outstanding shares of common stock of 149,206,643 as of November 4, 2003. - ------------------- CUSIP No. 379571102 13G Page 3 of 10 Pages - ------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Parallel I, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 439,222 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 335,288 (1) PERSON WITH 7 SOLE DISPOSITIVE POWER 439,222 8 SHARED DISPOSITIVE POWER 335,288 (1) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 774,510 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.52% (2) 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) In its capacity as one of two stockholders of Communication GenPar, Inc. (2) Based on total outstanding shares of common stock of 149,206,643 as of November 4, 2003. - ------------------- CUSIP No. 379571102 13G Page 4 of 10 Pages - ------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Communication GenPar, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NUMBER OF SHARES 335,288 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING -0- PERSON WITH 7 SOLE DISPOSITIVE POWER 335,288 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,288 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .22 % (1) 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Based on total outstanding shares of common stock of 149,206,643 as of November 4, 2003. 2 Item 1(a). Name of Issuer: - --------- -------------- GlobeSpanVirata, Inc. (the "Issuer") Item 1(b). Address of Issuer's Principal Executive Offices: - --------- ----------------------------------------------- GlobeSpanVirata, Inc. 100 Schulz Drive Red Bank, NJ 07701 Item 2(a). Name of Persons Filing: - ---------- ----------------------- Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Amendment No. 3 to Schedule 13G Statement on behalf of TPG Partners, L.P., a Delaware limited partnership ("Partners"), TPG Parallel I, L.P., a Delaware limited partnership ("Parallel") and Communication GenPar, Inc., a Delaware corporation ("Communication" and, together with Partners and Parallel, the "Reporting Persons"). Additionally, information is included herein with respect to TPG GenPar, L.P., a Delaware limited partnership ("GenPar") and TPG Advisors, Inc., a Delaware corporation ("Advisors" and, together with GenPar, the "Controlling Persons"). Because GenPar is the sole general partner of each of Partners and Parallel, and because Advisors is the sole general partner of GenPar, and because Partners and Parallel are the only shareholders of Communication, the Controlling Persons may be deemed, pursuant to Rule 13d-3 of the Act, to be the beneficial owner of all of the shares of Common Stock owned by the Reporting Persons. The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d) (3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such group exists. A copy of the Joint Filing Agreement of the Item 2 Persons is attached as Exhibit 1 to Amendment No. 1 of Schedule 13G. Items 2(b)-(c) Address of Principal Office or, if none, Residence; Citizenship - ------------------------------------------------------------------------------ or Place of Organization: - ------------------------- The address of the principal business office of all of the Item 2 Persons is as follows: 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. Delaware is the jurisdiction of formation for all of the Item 2 Persons. Item 2(d). Title of Class of Securities: - ---------- ----------------------------- This Amendment No. 3 to Schedule 13G Statement relates to the Common Stock, par value $0.001 of the Issuer (the "Common Stock"). Item 2(e). CUSIP Number: - --------- ------------ The CUSIP number of the Common Stock is 379571102 Page 5 of 10 Item 3. If this statement is filed pursuant to Rules - ------- -------------------------------------------- ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: - -------------------------------------------------------------------------------- (a) [ ] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 780). (b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant toss. 240.13d-1(c), check this box [ ] Item 4. Ownership - ------- --------- Partners (a) Amount Beneficially Owned as of December 31, 2003: 6,459,494 (b) Percent of Class: 4.33% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 6,124,206 (ii) shared power to vote or to direct the vote: 335,288 (iii) sole power to dispose or to direct the disposition of: 6,124,206 (iv) shared power to dispose or to direct the disposition of: 335,288 Page 6 of 10 Parallel (a) Amount Beneficially Owned as of December 31, 2003: 774,510 (b) Percent of Class: 0.52% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 439,222 (ii) shared power to vote or to direct the vote: 335,288 (iii) sole power to dispose or to direct the disposition of: 439,222 (iv) shared power to dispose or to direct the disposition of: 335,288 Communication (a) Amount Beneficially Owned as of December 31, 2003: 335,288 (b) Percent of Class: 0.22% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 335,288 (ii) shared power to vote or to direct the vote: - 0 - (iii) sole power to dispose or to direct the disposition of: 335,288 (iv) shared power to dispose or to direct the disposition of: - 0 - GenPar (a) Amount Beneficially Owned as of December 31, 2003: 7,086,216(1) (b) Percent of Class: 4.74% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 7,086,216(1) (ii) shared power to vote or to direct the vote: - 0 - (iii) sole power to dispose or to direct the disposition of: 7,086,216(1) (iv) shared power to dispose or to direct the disposition of: - 0 - - ------------------- (1) Including 187,500 shares subject to options (including "out-of-the money options") held by GenPar which were exercisable within 60 days of August 20, 2003. Page 7 of 10 Advisors (j) Amount Beneficially Owned as of December 31, 2003: 7,086,216(1) (k) Percent of Class: 4.74% (l) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 7,086,216(1) (ii) shared power to vote or to direct the vote: - 0 - (iii) sole power to dispose or to direct the disposition of: 7,086,216(1) (iv) shared power to dispose or to direct the disposition of: - 0 - David Bonderman, James G. Coulter and William S. Price, III (the "Shareholders") are officers, directors and sole shareholders of Advisors, and therefore may be deemed to beneficially own the Common Stock owned by Advisors. Each Shareholder disclaims beneficial ownership of such Common Stock in excess of the greater of his direct or indirect pecuniary interest in such Common Stock. 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 [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another - ------- -------------------------------------------------------- Person. ------- No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares of the Common Stock owned by them. Item 7. Identification and Classification of the Subsidiary Which - ------- --------------------------------------------------------- Acquired the Security Being Reported on by the Parent ----------------------------------------------------- Holding Company. ---------------- Not Applicable. Item 8. Identification and Classification of Members of the Group. - ------ ---------------------------------------------------------- This Amendment No. 3 to Schedule 13G Statement is being filed on behalf of each of the Item 2 Persons pursuant to Rules 13d-1(d) and Rule 13d-1(k)(1)(iii). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. Item 9. Notice of Dissolution of Group. - ------ ------------------------------- Not Applicable - ----------------- (1) Including 187,500 shares subject to options (including "out-of-the money options") held by GenPar which were exercisable within 60 days of August 20, 2003. Page 8 of 10 Item 10. Certification. - ------- -------------- Not applicable. Page 9 of 10 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: February 17, 2004 TPG PARTNERS, L.P. By: TPG GenPar, L.P., General Partner By: TPG Advisors, Inc., General Partner By: /s/ Richard A. Ekleberry ---------------------------- Name: Richard A. Ekleberry Title: Vice President TPG PARALLEL I, L.P. By: TPG GenPar, L.P., General Partner By: TPG Advisors, Inc., General Partner By: /s/ Richard A. Ekleberry ---------------------------- Name: Richard A. Ekleberry Title: Vice President COMMUNICATION GENPAR, INC. By: /s/ Richard A. Ekleberry ---------------------------- Name: Richard A. Ekleberry Title: Vice President Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----