-----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, Pe+VmIoVpILxdibAqMtdWgMF7ltoxEViJ2/X2i8+H5SmZ7nsPu1k7TxZiT6O2JBQ OQijxPYq0zy1aied3RSBNQ== 0000919574-04-003381.txt : 20041116 0000919574-04-003381.hdr.sgml : 20041116 20041116172909 ACCESSION NUMBER: 0000919574-04-003381 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOND STREET CAPITAL LLC CENTRAL INDEX KEY: 0001218278 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O BOND STREET CAPITAL STREET 2: 700 PALISADE AVE 1ST FLOOR CITY: ENGLEWOOD CLIFFE STATE: NJ ZIP: 07632 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZILOG INC CENTRAL INDEX KEY: 0000319450 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 133092996 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44777 FILM NUMBER: 041150378 BUSINESS ADDRESS: STREET 1: 532 RACE STREET CITY: SAN JOSE STATE: CA ZIP: 95126 BUSINESS PHONE: 4085588500 MAIL ADDRESS: STREET 1: 532 RACE STREET CITY: SAN JOSE STATE: CA ZIP: 95126 SC 13G/A 1 d526168_13g-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) ZiLog, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 989524-20-2 - -------------------------------------------------------------------------------- (CUSIP Number) November 5, 2004 - -------------------------------------------------------------------------------- (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) [X] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- 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. 989524-20-2 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bond Street Capital, L.L.C. - IRS EIN 22-3661275 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,919,039 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,919,039 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,919,039 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.78% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA - -------------------------------------------------------------------------------- CUSIP No. 989524-20-2 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sam S. Kim 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 0 6. SHARED VOTING POWER 1,919,039 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,919,039 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,919,039 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.78% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC - -------------------------------------------------------------------------------- CUSIP No. 989524-20-2 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UBS Willow Management, L.L.C. - IRS EIN 13-4101847 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 0 6. SHARED VOTING POWER 1,919,039 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,919,039 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,919,039 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.78% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA - -------------------------------------------------------------------------------- CUSIP No. 989524-20-2 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UBS Fund Advisor, L.L.C. - IRS EIN 13-3908974 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 0 6. SHARED VOTING POWER 1,919,039 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,919,039 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,919,039 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.78% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA - -------------------------------------------------------------------------------- CUSIP No. 989524-20-2 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) UBS Willow Fund, L.L.C. - IRS EIN 13-4101846 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 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 0 6. SHARED VOTING POWER 1,919,039 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,919,039 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,919,039 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.78% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IV - -------------------------------------------------------------------------------- CUSIP No. 989524-20-2 --------------------- Bond Street Capital, L.L.C., Sam S. Kim, UBS Willow Management, L.L.C., UBS Fund Advisor, L.L.C. and UBS Willow Fund, L.L.C. (collectively, the "Reporting Persons") may be deemed to have beneficial ownership of 1,919,039 Shares. UBS Willow Management, L.L.C. serves as investment adviser to the UBS Willow Fund, L.L.C. (the "Fund"), record owner of the Shares. UBS Willow Management, L.L.C. is responsible for the investment and reinvestment of the assets of the Fund. UBS Willow Management, L.L.C. is a joint venture between UBS Fund Advisor, L.L.C. and Bond Street Capital, L.L.C. UBS Fund Advisor, L.L.C. is the managing member of UBS Willow Management, L.L.C. Sam S. Kim is the managing member and controlling principal of Bond Street Capital, L.L.C. Bond Street Capital, L.L.C. manages the Fund's investment portfolio on behalf of UBS Willow Management, L.L.C. under oversight of UBS Fund Advisor, L.L.C. PW Alternative Asset Management, Inc., a reporting person on Amendment #1 of this 13G filing dated March 11, 2004 has been dissolved and therefore no longer has a filing obligation. UBS Fund Advisor, L.L.C. is now a wholly owned indirect subsidiary of UBS AG. The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. Item 1(a). Name of Issuer: ZiLog, Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: 532 Race Street San Jose, California 95126 -------------------------------------------------------------------- Item 2(a). Name of Person Filing: Bond Street Capital, L.L.C. Sam S. Kim UBS Willow Management, L.L.C. UBS Fund Advisor, L.L.C. UBS Willow Fund, L.L.C. -------------------------------------------------------------------- (b). Address of Principal Business Office, or if None, Residence: The principal office of Bond Street Capital and Sam S. Kim is: 700 Palisade Avenue Englewood Cliffs, New Jersey 07632 The principal office of UBS Willow Management, L.L.C., UBS Fund Advisor, L.L.C. and UBS Willow Fund, L.L.C. is: 1285 Avenue of the Americas New York, NY 10016 -------------------------------------------------------------------- (c). Citizenship: Bond Street Capital, L.L.C. - New Jersey Sam S. Kim -- USA UBS Willow Management, L.L.C. -- Delaware UBS Fund Advisor, L.L.C. -- Delaware UBS Willow Fund L.L.C. -- Delaware -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock, $0.01 par value -------------------------------------------------------------------- (e). CUSIP Number: 989524-20-2 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to 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 Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [X] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 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 s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Bond Street Capital, L.L.C. -- 1,919,039 Sam S. Kim -- 1,919,039 UBS Willow Management, L.L.C. -- 1,919,039 UBS Fund Advisor, L.L.C. -- 1,919,039 UBS Willow Fund L.L.C. -- 1,919,039 ---------------------------------------------------------------------- (b) Percent of class: Bond Street Capital, L.L.C. -- 11.78% Sam S. Kim -- 11.78% UBS Fund Advisor, L.L.C. -- 11.78% UBS Willow Management, L.L.C. -- 11.78% UBS Willow Fund L.L.C. -- 11.78% ---------------------------------------------------------------------- (c) Number of shares as to which the person has: Bond Street Capital, L.L.C. --------------------------- (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 1,919,039 ---------------------, (iii) Sole power to dispose or to direct the disposition of 0 ---------------------, (iv) Shared power to dispose or to direct the disposition of 1,919,039 ---------------------. Sam S. Kim ---------- (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 1,919,039 ---------------------, (iii) Sole power to dispose or to direct the disposition of 0 ---------------------, (iv) Shared power to dispose or to direct the disposition of 1,919,039 ---------------------. UBS Willow Management, L.L.C. ----------------------------- (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 1,919,039 ---------------------, (iii) Sole power to dispose or to direct the disposition of 0 ---------------------, (iv) Shared power to dispose or to direct the disposition of 1,919,039 ---------------------. UBS Fund Advisor, L.L.C. ------------------------ (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 1,919,039 ---------------------, (iii) Sole power to dispose or to direct the disposition of 0 ---------------------, (iv) Shared power to dispose or to direct the disposition of 1,919,039 ---------------------. UBS Willow Fund, L.L.C. ----------------------- (i) Sole power to vote or to direct the vote 0 ---------------------, (ii) Shared power to vote or to direct the vote 1,919,039 ---------------------, (iii) Sole power to dispose or to direct the disposition of 0 ---------------------, (iv) Shared power to dispose or to direct the disposition of 1,919,039 ---------------------. 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 [ ]. N/A ---------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A ---------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. N/A ---------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A ---------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A ---------------------------------------------------------------------- Item 10. Certification. 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 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 such 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. November 16, 2004 Bond Street Capital, L.L.C.** By: /s/ Sam S. Kim ----------------- Name: Sam S. Kim Title: Managing Member UBS Willow Fund, L.L.C.** By: /s/Michael Mascis ------------------ Name: Michael Mascis Title: Authorized Person /s/ Sam S. Kim** ---------------- Sam S. Kim 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 such 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. November 16, 2004 UBS Willow Management, L.L.C.** By: /s/ Michael Mascis ------------------- Name: Michael Mascis Title: Authorized Person UBS Fund Advisor, L.L.C.** By: /s/ Michael Mascis --------------------- Name: Michael Mascis Title: Authorized Person ** The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A - --------- AGREEMENT The undersigned agree that this Amendment #2 to the Schedule 13G dated November 16, 2004 relating to the Common Stock, $0.01 par value of ZiLog Inc. shall be filed on behalf of the undersigned. Bond Street Capital, L.L.C. By: /s/ Sam Kim -------------- Name: Sam Kim Title: Managing Member /s/ Sam Kim ------------- Sam Kim UBS Willow Management, L.L.C. By: /s/ Michael Mascis --------------------- Name: Michael Mascis Title: Authorized Person UBS Fund Advisor, L.L.C. By: /s/ Michael Mascis ---------------------- Name: Michael Mascis Title: Authorized Person UBS Willow Fund, L.L.C. By: /s/ Michael Mascis ------------------- Name: Michael Mascis Title: Authorized Person 03788.0001 #526168 -----END PRIVACY-ENHANCED MESSAGE-----