0000950103-05-000331.txt : 20120629 0000950103-05-000331.hdr.sgml : 20120629 20050223130750 ACCESSION NUMBER: 0000950103-05-000331 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 GROUP MEMBERS: FP-MCCARTNEY, LLC GROUP MEMBERS: FRANCISCO PARTNERS GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMIS HOLDINGS INC CENTRAL INDEX KEY: 0001161963 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 510309588 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79529 FILM NUMBER: 05633606 BUSINESS ADDRESS: STREET 1: AMI SEMICOUNDUCTOR INC STREET 2: 2300 BUCKSKIN RD CITY: POCATELLO STATE: ID ZIP: 83201 BUSINESS PHONE: 2082346732 MAIL ADDRESS: STREET 1: AMI SEMICONDUCTOR INC STREET 2: 2300 BUCKSKIN RD CITY: POCATELLO STATE: ID ZIP: 83201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCISCO PARTNERS LP CENTRAL INDEX KEY: 0001122021 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: TWO EMBARCADERO CENTER SUITE 420 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 MAIL ADDRESS: STREET 1: TWO EMBARCADERO CENTER SUITE 420 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 feb2205_13ga1.htm SC 13G

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. 1)*

AMIS Holdings, Inc. [AMIS]
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
031538 10 1
(CUSIP Number)
 
N/A
(Date of Event which Requires Filing of this Statement)

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

  o Rule 13d-1(b)
  o 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).







CUSIP No. 031538 10 1 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Francisco Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x 
(b) o 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

20,496,580
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER

20,496,580
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,496,580
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

24.66%
12 TYPE OF REPORTING PERSON*

OO







CUSIP No. 031538 10 1 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

FP-McCartney, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x 
(b) o 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

20,496,580
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER

20,496,580
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,496,580
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

24.66%
12 TYPE OF REPORTING PERSON*

OO







CUSIP No. 031538 10 1 13G  

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Francisco Partners GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x 
(b) o 
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH		 5 SOLE VOTING POWER

20,496,580
6 SHARED VOTING POWER
7 SOLE DISPOSITIVE POWER

20,496,580
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,496,580
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

24.66%
12 TYPE OF REPORTING PERSON*

OO




Item 1.

      (a) Name of Issuer

           AMIS Holdings, Inc.

      (b) Address of Issuer's Principal Executive Offices

           2300 Buckskin Road
           Pocatello, ID 83201

Item 2.

      (a) Name of Person Filing

           Francisco Partners, LP
           FP-McCartney, LLC
           Francisco Partners GP, LLC

      (b) Address of Principal BusinessOffice or, if none, Residence

           2882 Sand Hill Road, Suite 280
           Menlo Park, CA 94025

      (c) Citizenship

           United States of America

      (d) Title of Class of Securities

            Common Stock

      (e) CUSIP Number

           031538 10 1


Item 3. If this statement is filed pursuant to Rule 13d-1(b) or (c), check whether the person filing is a:

  (a) [  ] Broker or dealer registered under section 15 of the Act.
       
  (b) [  ] Bank as defined in section 3(a)(6) of the Act.
       
  (c) [  ] Insurance company as defined in section 3(a)(19) of the Act.
       
  (d) [  ] Investment company registered under section 8 of the Investment Company Act of 1940.
       
  (e) [  ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) [  ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) [  ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
       
  (h) [  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
       
  (i) [  ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the 1940.
       
  (j) [  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 


Item 4. Ownership.

      (a) See Item 9 of the cover pages.

      (b) See Item 11 of the cover pages.

      (c) See items 5 through 8 of the cover pages.

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.

The right to receive dividends on, and proceeds from the sale of, the shares which may be beneficially owned by the filing persons is governed by the limited liability company agreements and limited partnership agreements of each such entity, and such dividends or proceeds may be distributed with respect to numerous member interests and general and limited partnership interests.





Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on
            By the Parent Holding Company or Control Person.

FP-McCartney, LLC is the record and beneficial owner of the securities reported hereby. Francisco Partners, LP is the managing member of FP-McCartney, LLC. Francisco Partners GP, LLC is the general partner of Francisco Partners, LP.

Item 8. Identification and Classification of Members of the Group

The Reporting Persons, along with the persons identified in Exhibit 1, may be deemed to beneficially own Common Stock as a group since the Reporting Persons and the persons identified in Exhibit 1 are parties to that certain First Amended and Restated Shareholders’ Agreement, dated as of September 26, 2003 (as amended to date, the “Amended Shareholder Agreement”). Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that a group exists within the meaning of the Securities Exchange Act of 1934. The Reporting Persons disclaim beneficial ownership of Common Stock beneficially owned by any of the persons identified in Exhibit 1.

Item 9. Notice of Dissolution of Group

Inapplicable

Item 10. Certification

     (a) Inapplicable

     (b) Inapplicable


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 23, 2005

FRANCISCO PARTNERS L.P.,
     
By: FRANCISCO PARTNERS GP, LLC,
  Its General Partner
     
By: /s/ Gerald Morgan
 
  Name: Gerald Morgan
  Title: Managing Director 

 

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 23, 2005

FP-MCCARTNEY, LLC
     
By: FRANCISCO PARTNERS L.P.,
    Its Managing Member
     
By: FRANCISCO PARTNERS GP, LLC,
  Its General Partner
     
By:  /s/ Gerald Morgan
 
  Name:

Gerald Morgan
  Title: Managing Director 

 

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 23, 2005

FRANCISCO PARTNERS GP, LLC
     
By: /s/ Gerald Morgan
 
  Name: Gerald Morgan
  Title: Managing Director 






EX-99.1 2 feb2205_ex1.htm Exhibit 1

Exhibit 1

As a result of the Amended Shareholder Agreement, the Reporting Persons may be deemed to beneficially own Common Stock as a group with the following persons:

--Citigroup Venture Capital Equity Partners, L.P. and related entities
--Nippon Mining Holdings, Inc., successor by merger to Japan Energy Electronics Materials, Inc.
--Merchant Capital, Inc.

The Reporting Persons disclaim beneficial ownership of the Common Stock beneficially owned by any of the persons above.





EX-99.2 3 feb2205_ex2.htm Exhibit 2

Exhibit 2

JOINT FILING STATEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the undersigned agrees that (i) this statement on Schedule 13G has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

February 23, 2005

FP-MCCARTNEY, LLC
     
By: FRANCISCO PARTNERS LP
    Its Managing Member
     
By: FRANCISCO PARTNERS GP, LLC,
  Its General Partner
     
By:  /s/ Gerald Morgan
 
  Name: Gerald Morgan
  Title: Managing Director 
     
     
FRANCISCO PARTNERS LP
     
By: FRANCISCO PARTNERS GP, LLC,
  Its General Partner
     
By:  /s/ Gerald Morgan
 
  Name: Gerald Morgan
  Title: Managing Director 
     
     
FRANCISCO PARTNERS GP, LLC
     
By:  /s/ Gerald Morgan
 
  Name: Gerald Morgan
  Title: Managing Director