-----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, JV9auFZ1rY+BUwKWp1+8noNjut44vUVE889ViAhbNLQhPeQTUqkgX8WreH4KYzDk VUPVn2zef1evttT8A9Chrg== 0001362310-08-000953.txt : 20080214 0001362310-08-000953.hdr.sgml : 20080214 20080214152344 ACCESSION NUMBER: 0001362310-08-000953 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P. GROUP MEMBERS: SAPLING, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Jazz Technologies, Inc. CENTRAL INDEX KEY: 0001337675 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 203014632 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81680 FILM NUMBER: 08614374 BUSINESS ADDRESS: STREET 1: 4321 JAMBOREE ROAD CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 435-8000 MAIL ADDRESS: STREET 1: 4321 JAMBOREE ROAD CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: Acquicor Technology Inc DATE OF NAME CHANGE: 20050831 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIR TREE INC CENTRAL INDEX KEY: 0001056491 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123983500 MAIL ADDRESS: STREET 1: 505 FIFTH AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 c72421sc13gza.htm SCHEDULE 13G/A Filed by Bowne Pure Compliance
 

     
 
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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)*

Jazz Technologies, Inc.
(Formerly Acquicor Technology Inc.)
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
47214E102
(CUSIP Number)
December 31, 2007
(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)

     þ 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 (“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.
  
47214E102 
  

 

           
1   NAMES OF REPORTING PERSONS
Sapling, LLC
     
     
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
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
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)
   
  0.0%
     
12   TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
   
  OO
*SEE INSTRUCTIONS BEFORE FILLING OUT

2

 

                     
CUSIP No.
  
47214E102  
  

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree Capital Opportunity Master Fund, L.P.
     
     
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
   
  Cayman Islands
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
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)
   
  0.0%
     
12   TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
   
  PN
*SEE INSTRUCTIONS BEFORE FILLING OUT

3

 

                     
CUSIP No.
  
47214E102  
  

 

           
1   NAMES OF REPORTING PERSONS
Fir Tree, Inc.
     
     
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
   
  New York
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
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)
   
  0.0%
     
12   TYPE OF REPORTING PERSON* (SEE INSTRUCTIONS)
   
  CO
*SEE INSTRUCTIONS BEFORE FILLING OUT

4

 

SCHEDULE 13G/A
This Amendment No. 2 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Sapling, LLC, a Delaware limited liability company (“Sapling”), Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Capital Opportunity”) and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock, par value $0.001 (the “Common Stock”) of Jazz Technologies, Inc., a Delaware corporation (the “Issuer”), purchased by Sapling and Fir Tree Capital Opportunity. Fir Tree Value Master Fund, LP, a Cayman Islands exempted limited partnership (“Fir Tree Value”), is the sole member of Sapling, and Fir Tree is the investment manager of both Sapling and Fir Tree Capital Opportunity.
This Amendment is being filed to report that the Reporting Persons no longer beneficially own the Issuer’s Common Stock.
Item 1(a) Name of Issuer.
Jazz Technologies, Inc. (Formerly Acquicor Technology Inc.)
Item 1(b) Address of Issuer’s Principal Executive Offices.
4321 Jamboree Road
Newport Beach, California 92660
Item 2(a) Name of Person Filing.
Item 2(b) Address of Principal Business Office.
Item 2(c) Place of Organization.
Fir Tree, Inc.
505 Fifth Avenue
23rd Floor
New York, New York 10017
A New York corporation
Sapling, LLC
505 Fifth Avenue
23rd Floor
New York, New York 10017
A Delaware limited liability company
Fir Tree Capital Opportunity Master Fund, L.P.
c/o Admiral Administration Ltd.
Admiral Financial Center, 5th Floor
90 Fort Street, Box 32021 SMB
Grand Cayman, Cayman Islands
A Cayman Islands exempted limited partnership

 

5

 

Fir Tree, Inc. is the investment manager for each of Sapling and Fir Tree Capital Opportunity and has been granted investment discretion over portfolio investments, including the shares of Common Stock (as defined below), held by each of them.
Item 2(d) Title of Class of Securities.
common stock, par value $0.001 (the “Common Stock”)
Item 2(e) CUSIP Number.
47214E102
Item 3 Reporting Person.
The person filing is not listed in Items 3(a) through 3(j).
Item 4 Ownership.
The Reporting Persons own 0 shares of 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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
Item 8 Identification and Classification of Members of the Group.
Inapplicable.
Item 9 Notice of Dissolution of Group.
Inapplicable.

 

6

 

Item 10 Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

7

 

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 14, 2008
         
  SAPLING, LLC
 		  
  By:   FIR TREE, INC., its Manager    
         
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   
         
  FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
 		  
  By:   FIR TREE, INC., its Manager    
         
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   
         
  FIR TREE, INC.
 		  
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   

 

8

 

EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Jazz Technologies, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2008.
         
  SAPLING, LLC
 		  
  By:   FIR TREE, INC., its Manager    
         
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   
         
  FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
 		  
  By:   FIR TREE, INC., its Manager    
         
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   
         
  FIR TREE, INC.
 		  
  By:   /s/ Jeffrey Tannenbaum    
    Name:   Jeffrey Tannenbaum   
    Title:   President   

 

9

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