SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Amendment No. 5
Microtune, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
--------------------------------------------------------------------------------
(Title of Class of Securities)
59514P109
--------------------------------------------------------------------------------
(CUSIP Number)
Thomas O. Hicks
200 Crescent Court, Suite 1600
Dallas, Texas 75201
(214) 740-7300
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 19, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e),(f) or (g), check the following box [_].
(Continued on following pages)
Page 1
CUSIP No.59514P109 13D Page 2
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mr. Thomas O. Hicks
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 23,298
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
3,040,088
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 23,298
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
3,040,088
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,063,386
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 3
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HM 1-FOF Coinvestors Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
135
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
135
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 4
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hicks, Muse GP Partners L.A. Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
135
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
135
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 5
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hicks, Muse Latin America Fund GP Cayman, L.L.C.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
135
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
135
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 6
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMTF Equity Fund IV (1999) Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,403,538
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,403,538
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,403,538
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 7
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMTF Private Equity Fund IV (1999) Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
9,941
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
9,941
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,941
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 8
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HM Equity Fund IV/GP Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,413,479
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,413,479
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,413,479
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 9
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hicks, Muse PG-IV (1999), C.V.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
74,724
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
74,724
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,724
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 10
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMTF Equity Fund IV/GP Partners (1999), C.V.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
74,724
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
74,724
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,724
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 11
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HM 4-P Coinvestors Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,113
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,113
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,113
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 12
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HM 4-EN Coinvestors Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
4,100
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
4,100
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,100
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 13
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HM 4-EQ Coinvestors Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
22,942
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
22,942
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,942
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 14
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HM GP Partners IV Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,516,358
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,516,358
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,516,358
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 15
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HM Fund IV Cayman, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,516,358
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,516,358
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,516,358
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 16
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMEU 1-EN Coinvestors, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
2,348
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
2,348
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,348
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 17
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMEU 1-EQ Coinvestors, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
17,647
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
17,647
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,647
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 18
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMEU 1-P Coinvestors, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
3,653
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
3,653
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,653
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 19
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMEU Intermediate Partners I-C, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
23,648
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
23,648
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,648
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 20
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMTF Europe Fund Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,374,430
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,374,430
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374,430
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 21
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMTF Europe Private Fund Cayman, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
16,437
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
16,437
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,437
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 22
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HM PG Europe I, C.V.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
101,545
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
101,545
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,545
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
CUSIP No.59514P109 13D Page 23
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMEU Fund I-C, Inc.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
N/A
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,516,060
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,516,060
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,516,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* The reporting person expressly disclaims (i) the existence of any group and
(ii) beneficial ownership with respect to any shares other than the shares
owned of record by such reporting person. See Item 5.
Item 1. Security and Issuer
This Amendment No. 5 amends and restates the Statement on Schedule 13D
filed on December 12, 2000, as amended by Amendment No. 1 filed on August 15,
2001, by Amendment No. 2 filed on November 14, 2001, by Amendment No. 3 filed on
November 21, 2001 and by Amendment No. 4 on December 5, 2001. The class of
equity securities to which this Schedule 13D/A (this "Statement") relates is the
Common Stock par value $0.001 per share (the "Common Stock") of Microtune, Inc.
(the "Company"). The address of the Company's principal executive offices is
2540 East Plano Parkway, Suite 188, Plano, Texas 75074.
Item 2. Identity and Background
(a) Name of Person(s) Filing this Statement (the "Filing Parties"):
Mr. Thomas O. Hicks;
HM 1-FOF Coinvestors Cayman, L.P., a Cayman Islands limited
partnership ("HM 1-FOF");
Hicks, Muse GP Partners L.A. Cayman, L.P., a Cayman Islands limited
partnership ("GP Partners L.A.");
Hicks, Muse Latin America Fund GP Cayman, L.L.C., a Cayman Islands
limited liability company ("Latin America Fund");
HMTF Equity Fund IV (1999) Cayman, L.P., a Cayman Islands limited
partnership ("HMTF Equity Fund");
HMTF Private Equity Fund IV (1999) Cayman, L.P., a Cayman Islands
limited partnership ("HMTF Private Equity");
HM Equity Fund IV/GP Cayman, L.P., a Cayman Islands limited
partnership ("HM Equity Fund IV/GP");
Hicks, Muse PG-IV (1999), C.V., a limited partnership organized under
the laws of the Netherlands ("PG-IV");
HM Equity Fund IV/GP Partners (1999), C.V., a limited partnership
organized under the laws of the Netherlands ("HM Equity Partners");
HM 4-P Coinvestors Cayman, L.P., a Cayman Islands limited partnership
("HM 4-P");
HM 4-EN Coinvestors Cayman, L.P., a Cayman Islands limited partnership
("HM 4-EN");
HM 4-EQ Coinvestors Cayman, L.P., a Cayman Islands limited partnership
("HM 4-EQ");
HM GP Partners IV Cayman, L.P., a Cayman Islands limited partnership
("HM GP Partners");
HM Fund IV Cayman, LLC, a Cayman Islands limited liability company
("HM Fund IV");
HMEU 1-EN Coinvestors, L.P., a Cayman Islands limited partnership
("HMEU 1-EN");
HMEU 1-EQ Coinvestors, L.P., a Cayman Islands limited partnership
("HMEU 1-EQ");
HMEU 1-P Coinvestors, L.P., a Cayman Islands limited partnership
("HMEU 1-P");
Page 24
HMEU Intermediate Partners I-C, L.P., a Cayman Islands limited
partnership ("HMEU Intermediate");
HMTF Europe Fund Cayman, L.P., a Cayman Islands limited partnership
("HMTF Europe");
HMTF Europe Private Fund Cayman, L.P., a Cayman Islands limited
partnership ("HMTF Europe Private");
HM PG Europe I, C.V., a limited partnership organized under the laws
of the Netherlands ("HM PG");
HMEU Fund I-C, Inc., a Cayman Islands corporation ("HMEU Fund I-C");
(b) - (c)
Mr. Thomas O. Hicks
Mr. Thomas O. Hicks is a partner of Hicks, Muse, Tate & Furst Incorporated
("Hicks Muse"), a private investment firm primarily engaged in leveraged
acquisitions, recapitalizations and other investment activities. Mr. Hicks is
also the sole member of Latin America Fund, which is the sole general partner of
GP Partners L.A., which is the sole general partner of HM 1-FOF. Mr. Hicks is
also the sole member of HM Fund IV, which is the sole general partner of HM GP
Partners, which is the sole general partner of HM 4-EQ, HM 4-EN, HM 4-P, and HM
Equity Partners, which is the sole general partner of PG-IV. HM GP Partners is
also the sole general partner of HM Equity Fund IV/GP, which is the sole general
partner of HMTF Private Equity and HMTF Equity Fund. Mr. Hicks is also the sole
member and sole director of HMEU Fund I-C, which is the sole general partner of
HMTF Europe, HMTF Europe Private and HM PG. HMEU Fund I-C is also the sole
general partner of HMEU Intermediate, which is the sole general partner of HMEU
1-EN, HMEU 1-EQ, and HMEU 1-P. The business address of Mr. Hicks is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950.
HM 1-FOF
HM 1-FOF is a Cayman Islands limited partnership, the principal business of
which is to invest directly or indirectly in various companies. The business
address of HM 1-FOF, which also serves as its principal office, is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to
Schedule 13 D of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), information with respect to GP Partners L.A., the sole general partner of
HM 1-FOF, is set forth below.
GP Partners L.A.
GP Partners L.A. is a Cayman Islands limited partnership, the principal
business of which is to serve as the sole general partner in various limited
partnerships, including HM 1-FOF. The business address of GP Partners L.A.,
which also serves as its principal office, is 200 Crescent Court, Suite 1600,
Dallas, Texas 75201-6950. Pursuant to Instruction C to Schedule 13 D of the
Exchange Act, information with respect to Latin America Fund, the sole general
partner of GP Partners L.A., is set forth below.
Page 25
Latin America Fund
Latin America Fund is a Cayman Islands limited liability company, the
principal business of which is serving as the sole general partner in various
limited partnerships, including GP Partners L.A. The business address of Latin
America Fund, which also serves as its principal office, is 200 Crescent Court,
Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to Schedule 13D
of the Exchange Act, information with respect to Thomas O. Hicks, the sole
member of Latin America Fund, is as previously set forth in this Item 2(b).
HMTF Equity Fund
HMTF Equity Fund is a Cayman Islands limited partnership, the principal
business of which is to invest directly or indirectly in various companies. The
business address of HMTF Equity Fund, which also serves as its principal office,
is 200 Crescent Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to
Instruction C to Schedule 13D of the Exchange Act, information with respect to
HM Equity Fund IV/GP, the sole general partner of HMTF Equity Fund is set forth
below.
HMTF Private Equity
HMTF Private Equity is a Cayman Islands limited partnership, the principal
business of which is to invest directly or indirectly in various companies. The
business address of HMTF Private Equity, which also serves as its principal
office, is 200 Crescent Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to
Instruction C to Schedule 13D of the Exchange Act, information with respect to
HM Equity Fund IV/GP, the sole general partner of HMTF Private Equity is set
forth below.
HM Equity Fund IV/GP
HM Equity Fund IV/GP is a Cayman Islands limited partnership, the principal
business of which is serving as the sole general partner of various limited
partnerships, including HMTF Equity Fund and HMTF Private Equity. The business
address of HM Equity Fund IV/GP, which also serves as its principal office, is
200 Crescent Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to
Instruction C to Schedule 13D of the Exchange Act, information with respect to
HM GP Partners, the sole general partner of HM Equity Fund IV/GP, is set forth
below.
PG-IV
PG-IV is a limited partnership organized under the laws of the Netherlands,
the principal business of which is to invest directly or indirectly in various
companies. The business address of PG-IV, which also serves as its principal
office, is 200 Crescent Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to
Instruction C to Schedule 13 D of the Exchange Act, information with respect to
HM Equity Partners, the sole general partner of PG-IV, is set forth below.
Page 26
HM Equity Partners
HM Equity Partners is a limited partnership organized under the laws of the
Netherlands, the principal business of which is to serve as the sole general
partner of PG-IV. The business address of HM Equity Partners, which also serves
as its principal office, is 200 Crescent Court, Suite 1600, Dallas, Texas
75201-6950. Pursuant to Instruction C to Schedule 13 D of the Exchange Act,
information with respect to HM GP Partners, the sole general partner of HM
Equity Partners, is set forth below.
HM 4-P
HM 4-P is a Cayman Islands limited partnership, the principal business of
which is to invest directly or indirectly in various companies. The business
address of HM 4-P, which also serves as its principal office, is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to
Schedule 13 D of the Exchange Act, information with respect to HM GP Partners,
the sole general partner of HM 4-P, is set forth below.
HM 4-EN
HM 4-EN is a Cayman Islands limited partnership, the principal business of
which is to invest directly or indirectly in various companies. The business
address of HM 4-EN, which also serves as its principal office, is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to
Schedule 13 D of the Exchange Act, information with respect to HM GP Partners,
the sole general partner of HM 4-EN, is set forth below.
HM 4-EQ
HM 4-EQ is a Cayman Islands limited partnership, the principal business of
which is to invest directly or indirectly in various companies. The business
address of HM 4-EQ, which also serves as its principal office, is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to
Schedule 13 D of the Exchange Act, information with respect to HM GP Partners,
the sole general partner of HM 4-EQ, is set forth below.
HM GP Partners
HM GP Partners is a Cayman Islands limited partnership, the principal
business of which is serving as the sole general partner in various limited
partnerships, including HM Equity Fund IV/GP, HM Equity Partners, HM 4-P, HM
4-EN, and HM 4-EQ. The business address of HM GP Partners, which also serves as
its principal office, is 200 Crescent Court, Suite 1600, Dallas, Texas
75201-6950. Pursuant to Instruction C to Schedule 13D of the Exchange Act,
information with respect to HM Fund IV, the sole general partner of HM GP
Partners, is set forth below.
HM Fund IV
HM Fund IV is a Cayman Islands limited liability company, the principal
business of which is serving as the sole general partner of HM GP Partners. The
business address of HM Fund IV, which also serves as its principal office, is
200 Crescent Court, Suite 1600, Dallas, Texas
Page 27
75201-6950. Pursuant to Instruction C to Schedule 13D of the Exchange Act,
information with respect to Thomas O. Hicks, the sole member of HM Fund IV, is
as previously set forth in this Item 2(b).
HMEU 1-EN
HMEU 1-EN is a Cayman Islands limited partnership, the principal business
of which is to invest directly or indirectly in various companies. The business
address of HMEU 1-EN, which also serves as its principal office, is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to
Schedule 13 D of the Exchange Act, information with respect to HMEU
Intermediate, the sole general partner of HMEU 1-EN, is set forth below.
HMEU 1-EQ
HMEU 1-EQ is a Cayman Islands limited partnership, the principal business
of which is to invest directly or indirectly in various companies. The business
address of HMEU 1-EQ, which also serves as its principal office, is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to
Schedule 13 D of the Exchange Act, information with respect to HMEU
Intermediate, the sole general partner of HMEU 1-EQ, is set forth below.
HMEU 1-P
HMEU 1-P is a Cayman Islands limited partnership, the principal business of
which is to invest directly or indirectly in various companies. The business
address of HMEU 1-P, which also serves as its principal office, is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to
Schedule 13 D of the Exchange Act, information with respect to HMEU
Intermediate, the sole general partner of HMEU 1-P, is set forth below.
HMEU Intermediate
HMEU Intermediate is a Cayman Islands limited partnership, the principal
business of which is serving as the sole general partner in various limited
partnerships, including HMEU 1-EN, HMEU 1-EQ and HMEU 1-P. The business address
of HMEU Intermediate, which also serves as its principal office, is 200 Crescent
Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C to
Schedule 13 D of the Exchange Act, information with respect to HMEU Fund I-C,
the sole general partner of HMEU Intermediate, is set forth below.
HMTF Europe
HMTF Europe is a Cayman Islands limited partnership, the principal business
of which is to invest directly or indirectly in various companies. The business
address of HMTF Europe, which also serves as its principal office, is 200
Crescent Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to Instruction C
to Schedule 13 D of the Exchange Act, information with respect to HMEU Fund I-C,
the sole general partner of HMTF Europe, is set forth below.
Page 28
HMTF Europe Private
HMTF Europe Private is a Cayman Islands limited partnership, the principal
business of which is to invest directly or indirectly in various companies. The
business address of HMTF Europe Private, which also serves as its principal
office, is 200 Crescent Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to
Instruction C to Schedule 13 D of the Exchange Act, information with respect to
HMEU Fund I-C, the sole general partner of HMTF Europe Private, is set forth
below.
HM PG
HM PG is a limited partnership organized under the laws of the Netherlands,
the principal business of which is to invest directly or indirectly in various
companies. The business address of HM PG, which also serves as its principal
office, is 200 Crescent Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to
Instruction C to Schedule 13 D of the Exchange Act, information with respect to
HMEU Fund I-C, the sole general partner of HM PG, is set forth below.
HMEU Fund I-C
HMEU Fund I-C is a Cayman Islands company, the principal business of which
is serving as the sole general partner in various limited partnerships,
including HMTF Intermediate, HMTF Europe, HMTF Europe Private, and HM PG. The
business address of HMEU Fund I-C, which also serves as its principal office, is
200 Crescent Court, Suite 1600, Dallas, Texas 75201-6950. Pursuant to
Instruction C to Schedule 13D of the Exchange Act, the name, residence or
business address, and present occupation or employment of each director,
executive officer and controlling person of HMEU Fund I-C, are as follows:
Mr. Hicks is an executive officer of HMEU Fund I-C. Information with
respect to Mr. Hicks is as previously set forth in this Item 2(b). In addition,
each of John R. Muse, Charles W. Tate, Jack D. Furst and Dan H. Blanks is
presently an executive officer of HMEU Fund I-C.
The principal business address of each Messrs. Muse, Tate, Furst and Blanks
is 200 Crescent Court Suite 1600, Dallas, Texas 75201. Each of Messrs. Muse,
Tate, Furst and Blanks is presently an executive officer of Hicks Muse, a
private investment firm primarily engaged in leveraged acquisitions,
recapitalizations and other principal investing activities.
(d) None of the Filing Parties or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Filing Parties or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to such laws.
Page 29
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On October 10, 2000, HMTF Temic/Microtune Cayman, L.P., a Cayman Islands
limited partnership ("Temic"), made a pro-rata distribution without
consideration, of shares of Common Stock to its partners, including the Filing
Parties. Temic acquired such shares of Common Stock upon conversion of Series D
and Series E Preferred Stock of the Company, which shares were purchased by
Temic prior to the Company's initial public offering of the Common Stock (and
registration of such Common Stock pursuant to Section 12 of the Exchange Act).
Item 4. Purpose of Transaction
The shares of Common Stock received by the Filing Parties described in Item
3 to this Statement were acquired as a result of the pro-rata distribution
without consideration of shares of Common Stock of the Company from Temic to its
partners and are being held by such Filing Parties for investment purposes. The
Filing Parties intend to review continuously their position in the Company.
Depending upon future evaluations of the business prospects of the Company and
upon other developments, including, but not limited to, general economic and
business conditions and stock market conditions, the Filing Parties may retain
or from time to time increase their holdings or dispose of all or a portion of
their holdings, subject to any applicable legal and contractual restrictions on
their ability to do so.
On December 14, 2001, certain of the Filing Parties entered into an
Underwriting Agreement with the Company and J.P. Morgan Securities Inc., Salomon
Smith Barney Inc., SG Cowen Securities Corporation, Prudential Securities
Incorporated, as the representatives of several underwriters (collectively, the
"Underwriters"), for the sale of Common Stock to the Underwriters (the
"Underwriting Agreement"). Pursuant to the Underwriting Agreement and the
Company Registration Statement on Form S-3/A (SEC File No.: 333-67850), certain
of the Filing Parties sold an aggregate of 2,000,000 shares of Common Stock to
the Underwriters on December 19, 2001. The Underwriting Agreement also grants an
option to the Underwriters to purchase additional shares of Common Stock held by
certain of the Filing Parties up to an aggregate amount of 1,050,000 shares of
Common Stock (the "Option"). The Option expires on January 18, 2002.
In addition, pursuant to and in accordance with the provisions of Rule 144
promulgated under the Securities Act of 1933, the Filing Parties have and will
from time to time sell shares of Common Stock.
In addition, the matters set forth in Item 6 below are incorporated in this
Item 4 by reference as if fully set forth herein.
Except as set forth in this Item 4 (including the matters described in Item
6 below which are incorporated in this Item 4 by reference), the Filing Parties
have no present plans or proposals that relate to or that would result in any
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Exchange Act.
Page 30
Item 5. Interest in Securities of Issuer
(a)
(1) Following the transactions described in Item 4, Mr. Hicks may be
deemed to beneficially own in the aggregate 3,063,386 shares of the Common
Stock of the Company, representing approximately 5.8% of the outstanding
shares of Common Stock. Of such shares, Mr. Hicks has sole voting and
dispositive power with respect to 23,298 shares, and shared voting and
dispositive power with respect to 3,040,088 shares as a result of the
relationships described in paragraph (b)(1) below.
(2) Following the transactions described in Item 4, HM 1-FOF may be
deemed to beneficially own in the aggregate 135 shares of the Common Stock
of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, HM 1-FOF has sole
voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 135 shares as a result of the
relationships described in paragraph (b)(2) below.
(3) Following the transactions described in Item 4, GP Partners L.A.
may be deemed to beneficially own in the aggregate 135 shares of the Common
Stock of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, GP Partners L.A. has
sole voting and dispositive power with respect to no shares, and shared
voting and dispositive power with respect to 135 shares as a result of the
relationships described in paragraph (b)(3) below.
(4) Following the transactions described in Item 4, Latin America Fund
may be deemed to beneficially own in the aggregate 135 shares of the Common
Stock of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, Latin America Fund has
sole voting and dispositive power with respect to no shares, and shared
voting and dispositive power with respect to 135 shares as a result of the
relationships described in paragraph (b)(4) below.
(5) Following the transactions described in Item 4, HMTF Equity Fund
may be deemed to beneficially own in the aggregate 1,403,538 shares of the
Common Stock of the Company, representing approximately 2.7% of the
outstanding shares of Common Stock. Of such shares, HMTF Equity Fund has
sole voting and dispositive power with respect to no shares, and shared
voting and dispositive power with respect to 1,403,538 shares as a result
of the relationships described in paragraph (b)(5) below.
(6) Following the transactions described in Item 4, HMTF Private
Equity may be deemed to beneficially own in the aggregate 9,941 shares of
the Common Stock of the Company, representing approximately less than 0.1%
of the
Page 31
outstanding shares of Common Stock. Of such shares, HMTF Private Equity has
sole voting and dispositive power with respect to no shares, and shared
voting and dispositive power with respect to 9,941 shares as a result of
the relationships described in paragraph (b)(6) below.
(7) Following the transactions described in Item 4, HM Equity Fund
IV/GP may be deemed to beneficially own in the aggregate 1,413,479 shares
of the Common Stock of the Company, representing approximately 2.7% of the
outstanding shares of Common Stock. Of such shares, HM Equity Fund IV/GP
has sole voting and dispositive power with respect to no shares, and shared
voting and dispositive power with respect to 1,413,479 shares as a result
of the relationships described in paragraph (b)(7) below.
(8) Following the transactions described in Item 4, PG-IV may be
deemed to beneficially own in the aggregate 74,724 shares of the Common
Stock of the Company, representing approximately 0.1% of the outstanding
shares of Common Stock. Of such shares, PG-IV has sole voting and
dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 74,724 shares as a result of the
relationships described in paragraph (b)(8) below.
(9) Following the transactions described in Item 4, HM Equity Partners
may be deemed to beneficially own in the aggregate 74,724 shares of the
Common Stock of the Company, representing approximately 0.1% of the
outstanding shares of Common Stock. Of such shares, HM Equity Partners has
sole voting and dispositive power with respect to no shares, and shared
voting and dispositive power with respect to 74,724 shares as a result of
the relationships described in paragraph (b)(9) below.
(10) Following the transactions described in Item 4, HM 4-P may be
deemed to beneficially own in the aggregate 1,113 shares of the Common
Stock of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, HM 4-P has sole voting
and dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 1,113 shares as a result of the
relationships described in paragraph (b)(10) below.
(11) Following the transactions described in Item 4, HM 4-EN may be
deemed to beneficially own in the aggregate 4,100 shares of the Common
Stock of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, HM 4-EN has sole voting
and dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 4,100 shares as a result of the
relationships described in paragraph (b)(11) below.
(12) Following the transactions described in Item 4, HM 4-EQ may be
deemed to beneficially own in the aggregate 22,942 shares of the Common
Stock of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, HM 4-EQ has sole voting
and dispositive
Page 32
power with respect to no shares, and shared voting and dispositive power
with respect to 22,942 shares as a result of the relationships described in
paragraph (b)(12) below.
(13) Following the transactions described in Item 4, HM GP Partners
may be deemed to beneficially own in the aggregate 1,516,358 shares of the
Common Stock of the Company, representing approximately 2.9% of the
outstanding shares of Common Stock. Of such shares, HM GP Partners has sole
voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 1,516,358 shares as a result of the
relationships described in paragraph (b)(13) below.
(14) Following the transactions described in Item 4, HM Fund IV may be
deemed to beneficially own in the aggregate 1,516,358 shares of the Common
Stock of the Company, representing approximately 2.9% of the outstanding
shares of Common Stock. Of such shares, HM Fund IV has sole voting and
dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 1,516,358 shares as a result of the
relationships described in paragraph (b)(14) below.
(15) Following the transactions described in Item 4, HMEU 1-EN may be
deemed to beneficially own in the aggregate 2,348 shares of the Common
Stock of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, HMEU 1-EN has sole
voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 2,348 shares as a result of the
relationships described in paragraph (b)(15) below.
(16) Following the transactions described in Item 4, HMEU 1-EQ may be
deemed to beneficially own in the aggregate 17,647 shares of the Common
Stock of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, HMEU 1-EQ has sole
voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 17,647 shares as a result of the
relationships described in paragraph (b)(16) below.
(17) Following the transactions described in Item 4, HMEU 1-P may be
deemed to beneficially own in the aggregate 3,653 shares of the Common
Stock of the Company, representing approximately less than 0.1% of the
outstanding shares of Common Stock. Of such shares, HMEU 1-P has sole
voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 3,653 shares as a result of the
relationships described in paragraph (b)(17) below.
(18) Following the transactions described in Item 4, HMEU Intermediate
may be deemed to beneficially own in the aggregate 23,648 shares of the
Common Stock of the Company, representing approximately less than 0.1% of
the
Page 33
outstanding shares of Common Stock. Of such shares, HMEU Intermediate has
sole voting and dispositive power with respect to no shares, and shared
voting and dispositive power with respect to 23,648 shares as a result of
the relationships described in paragraph (b)(18) below.
(19) Following the transactions described in Item 4, HMTF Europe may
be deemed to beneficially own in the aggregate 1,374,430 shares of the
Common Stock of the Company, representing approximately 2.6% of the
outstanding shares of Common Stock. Of such shares, HMTF Europe has sole
voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 1,374,430 shares as a result of the
relationships described in paragraph (b)(19) below.
(20) Following the transactions described in Item 4, HMTF Europe
Private may be deemed to beneficially own in the aggregate 16,437 shares of
the Common Stock of the Company, representing approximately less than 0.1%
of the outstanding shares of Common Stock. Of such shares, HMTF Europe
Private has sole voting and dispositive power with respect to no shares,
and shared voting and dispositive power with respect to 16,437 shares as a
result of the relationships described in paragraph (b)(20) below.
(21) Following the transactions described in Item 4, HM PG may be
deemed to beneficially own in the aggregate 101,545 shares of the Common
Stock of the Company, representing approximately 0.2% of the outstanding
shares of Common Stock. Of such shares, HM PG has sole voting and
dispositive power with respect to no shares, and shared voting and
dispositive power with respect to 101,545 shares as a result of the
relationships described in paragraph (b)(21) below.
(22) Following the transactions described in Item 4, HMEU Fund I-C may
be deemed to beneficially own in the aggregate 1,516,060 shares of the
Common Stock of the Company, representing approximately 2.9% of the
outstanding shares of Common Stock. Of such shares, HMEU Fund I-C has sole
voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 1,516,060 shares as a result of the
relationships described in paragraph (b)(22) below.
(b)
(1) Of the 23,298 shares of Common Stock for which Mr. Hicks has sole
voting and dispositive power, 20,150 shares are held of record by Mr.
Hicks, and 3,148 shares are held of record by Mr. Hicks as the trustee of
certain trusts for the benefit of Mr. Hicks' children. Of the 3,040,088
shares of Common Stock for which Mr. Hicks has shared voting and
dispositive power, 135 shares of Common Stock are owned of record by HM
1-FOF; 1,403,538 shares of Common Stock are owned of record by HMTF Equity
Fund; 9,941 shares of Common Stock are owned of record by HMTF Private
Equity; 74,724 shares of Common Stock are owned of record by PG-IV; 1,113
shares of Common Stock are owned of record by HM 4-P;
Page 34
4,100 shares of Common Stock are owned of record by HM 4-EN; 22,942 shares
of Common Stock are owned of record by HM 4-EQ; 2,348 shares of Common
Stock are owned of record by HMEU 1-EN; 17,647 shares of Common Stock are
owned of record by HMEU 1-EQ; 3,653 shares of Common Stock are owned of
record by HMEU 1-P; 1,374,430 shares of Common Stock are owned of record by
HMTF Europe; 16,437 shares of Common Stock are owned of record by HMTF
Europe Private; 101,545 shares of Common Stock are owned of record by HM
PG; 794 shares of Common Stock are owned of record by TOH, Jr. Ventures,
Ltd.; 5,954 shares of Common Stock are owned of record by TOH Investors,
L.P.; and 787 shares held of record by MHH Ventures, Ltd.
GP Partners L.A. is the general partner of HM 1-FOF and, therefore,
may be deemed to be the beneficial owner of the shares of Common Stock
owned of record by HM 1-FOF. Latin America Fund is the general partner of
GP Partners L.A. and, therefore, may be deemed to be the beneficial owner
of the shares beneficially owned by GP Partners L.A. Mr. Hicks is the sole
member of Latin America Fund and, therefore, may be deemed to be the
beneficial owner of the shares of Common Stock beneficially owned by Latin
America Fund.
HM Equity Fund IV/GP is the general partner of HMTF Equity Fund and
HMTF Private Equity and, therefore, may be deemed to be the beneficial
owner of the shares of Common Stock owned of record by HMTF Equity Fund and
HMTF Private Equity. HM Equity Partners is the general partner of PG-IV,
and therefore, may be deemed to be the beneficial owner of the shares of
Common Stock owned of record by PG-IV. HM GP Partners is the general
partner of HM Equity Fund IV/GP, HM Equity Partners, HM 4-EQ, HM 4-EN and
HM 4-P and, therefore, may be deemed to be the beneficial owner of the
shares of Common Stock beneficially owned by HM Equity Fund IV/GP and HM
Equity Partners and may be deemed to be the beneficial owner of the shares
of Common Stock owned of record by HM 4-EQ, HM 4-EN and HM 4-P. HM Fund IV
is the general partner of HM GP Partners and, therefore, may be deemed to
be the beneficial owner of the shares of Common Stock beneficially owned by
HM GP Partners. Mr. Hicks is the sole director and sole member of HM Fund
IV and, therefore, may be deemed to be the beneficial owner of the shares
of Common Stock beneficially owned by HM Fund IV.
HMEU Intermediate is the general partner of HMEU 1-EN, HMEU 1-EQ and
HMEU 1-P and, therefore, may be deemed to be the beneficial owner of the
shares of Common Stock held of record by HMEU 1-EN, HMEU 1-EQ, and HMEU
1-P. HMEU Fund I-C is the general partner of HMEU Intermediate, HMTF
Europe, HMTF Europe Private and HM PG and, therefore, may be deemed to be
the beneficial owner of the shares held of record by HMTF Europe, HMTF
Europe Private and HM PG, and may be deemed to be the beneficial owner of
the shares of Common Stock beneficially owned by HMEU Intermediate. Mr.
Hicks is the sole director and sole member of HMEU Fund I-C and, therefore,
may be deemed to be the beneficial owner of the shares of Common Stock
beneficially owned by HMEU Fund I-C.
Page 35
TOH Management Company, LLC, a limited liability company whose sole
member is Mr. Hicks, is the sole general partner of each of TOH, Jr.
Ventures, Ltd., TOH Investors, L.P. and MHH Ventures, Ltd. Therefore, Mr.
Hicks may be deemed to be the beneficial owner of the shares of Common
Stock owned of record by TOH, Jr. Ventures, Ltd., TOH Investors, L.P. and
MHH Ventures, Ltd.
(2) Of the 135 shares of Common Stock for which HM 1-FOF has shared
voting and dispositive power, 135 of such shares are held of record by HM
1-FOF.
(3) Of the 135 shares of Common Stock for which GP Partners L.A. has
shared voting and dispositive power, none of such shares are held of record
by GP Partners L.A., and 135 of such shares are held of record by HM 1-FOF.
GP Partners L.A. is the general partner of HM 1-FOF and, therefore, may be
deemed to be the beneficial owner of the shares owned of record by HM
1-FOF.
(4) Of the 135 shares of Common Stock for which Latin America Fund has
shared voting and dispositive power, none of such shares are held of record
by Latin America Fund, and 135 of such shares may be beneficially owned by
Latin America Fund. Latin America Fund is the general partner of GP
Partners L.A. and, therefore, may be deemed to be the beneficial owner of
the shares beneficially owned by GP Partners L.A.
(5) Of the 1,403,538 shares of Common Stock for which HMTF Equity Fund
has shared voting and dispositive power, 1,403,538 of such shares are held
of record by HMTF Equity Fund.
(6) Of the 9,941 shares of Common Stock for which HMTF Private Equity
has shared voting and dispositive power, 9,941 of such shares are held of
record by HMTF Private Equity.
(7) Of the 1,413,479 shares of Common Stock for which HM Equity Fund
IV/GP has shared voting and dispositive power, none of such shares are held
of record by HM Equity Fund IV/GP, and 1,403,538 of such shares are held of
record by HMTF Equity Fund and 9,941 of such shares are held of record by
HMTF Private Equity. Equity Fund IV/GP is the general partner of HMTF
Equity Fund and HMTF Private Equity and, therefore, may be deemed to be the
beneficial owner of the shares owned of record by both HMTF Equity Fund and
HMTF Private Equity.
(8) Of the 74,724 shares of Common Stock for which PG-IV has shared
voting and dispositive power, 74,724 of such shares are held of record by
PG-IV.
(9) Of the 74,724 shares of Common Stock for which HM Equity Partners
has shared voting and dispositive power, none of such shares are held of
record by HM Equity Partners, and 74,724 of such shares are held of record
by PG-IV. HM Equity Partners is the general partner of PG-IV and,
therefore, may be deemed to be the beneficial owner of the shares owned of
record by PG-IV.
Page 36
(10) Of the 1,113 shares of Common Stock for which HM 4-P has shared
voting and dispositive power, 1,113 of such shares are held of record by HM
4-P.
(11) Of the 4,100 shares of Common Stock for which HM 4-EN has shared
voting and dispositive power, 4,100 of such shares are held of record by HM
4-EN.
(12) Of the 22,942 shares of Common Stock for which HM 4-EQ has shared
voting and dispositive power, 22,942 of such shares are held of record by
HM 4-EQ.
(13) Of the 1,516,358 shares of Common Stock for which HM GP Partners
has shared voting and dispositive power, none of such shares are held of
record by HM GP Partners, and 22,942 of such shares are held of record by
HM 4-EQ, 4,100 of such shares are held of record by HM 4-EN, 1,113 of such
shares are held of record by HM 4-P, 74,724 of such shares are held of
record by PG-IV, 1,403,538 of such shares are held of record by HMTF Equity
Fund, and 9,941 of such shares are held of record by HMTF Private Equity.
HM GP Partners is the general partner of Equity Fund IV/GP which is the
general partner of HMTF Equity Fund and HMTF Private Equity and, therefore,
may be deemed to be the beneficial owner of the shares owned of record by
both HMTF Equity Fund and HMTF Private Equity. HM GP Partners is also the
general partner of HM Equity Partners which is the general partner of PG-IV
and, therefore, may be deemed to be the beneficial owner of the shares
owned of record by PG-IV. HM GP Partners is also the general partner of HM
4-EQ, HM 4-EN and HM 4-P and, therefore, may be deemed to be the beneficial
owner of the shares owned of record by HM 4-EQ, HM 4-EN and HM 4-P.
(14) Of the 1,516,358 shares of Common Stock for which HM Fund IV has
shared voting and dispositive power, none of such shares are held of record
by HM Fund IV, and 1,516,358 of such shares may be deemed to be
beneficially owned by HM Fund IV. HM Fund IV is the general partner of HM
GP Partners and, therefore, may be deemed to be the beneficial owner of the
shares beneficially owned by HM GP Partners.
(15) Of the 2,348 shares of Common Stock for which HMEU 1-EN has
shared voting and dispositive power, 2,348 of such shares are held of
record by HMEU 1-EN.
(16) Of the 17,647 shares of Common Stock for which HMEU 1-EQ has
shared voting and dispositive power, 17,647 of such shares are held of
record by HMEU 1-EQ.
(17) Of the 3,653 shares of Common Stock for which HMEU 1-P has shared
voting and dispositive power, 3,653 of such shares are held of record by
HMEU 1-P.
Page 37
(18) Of the 23,648 shares of Common Stock for which HMEU Intermediate
has shared voting and dispositive power, none of such shares are held of
record by HMEU Intermediate, and 2,348 of such shares are held of record by
HMEU 1-EN, 17,647 of such shares are held of record by HMEU 1-EQ and 3,653
of such shares are held of record by HMEU 1-P. HMEU Intermediate is the
general partner of HMEU 1-EN, HMEU 1-EQ and HMEU 1-P and, therefore, may be
deemed to be the beneficial owner of the shares owned of record by HMEU
1-EN, HMEU 1-EQ and HMEU 1-P.
(19) Of the 1,374,430 shares of Common Stock for which HMTF Europe has
shared voting and dispositive power, 1,374,430 of such shares are held of
record by HMTF Europe.
(20) Of the 16,437 shares of Common Stock for which HMTF Europe
Private has shared voting and dispositive power, 16,437 of such shares are
held of record by HMTF Europe Private.
(21) Of the 101,545 shares of Common Stock for which HM PG has shared
voting and dispositive power, 101,545 of such shares are held of record by
HM PG.
(22) Of the 1,516,060 shares of Common Stock for which HMEU Fund I-C
has shared voting and dispositive power, none of such shares are held of
record by HMEU Fund I-C, and 1,374,430 of such shares are held of record by
HMTF Europe, 16,437 of such shares are held of record by HMTF Europe
Private, 101,545 of such shares are held of record by HM PG, 2,348 of such
shares are held of record by HMEU 1-EN, 17,647 of such shares are held of
record by HMEU 1-EQ, and 3,653 of such shares are held of record by HMEU
1-P. HMEU Fund I-C is the general partner of HMTF Europe, HMTF Europe
Private, and HM PG and, therefore, may be deemed to be the beneficial owner
of the shares owned of record by HMTF Europe, HMTF Europe Private and HM
PG. HMEU Fund I-C is also the general partner of HMEU Intermediate which is
the general partner of HMEU 1-EN, HMEU 1-EQ, and HMEU 1-P and, therefore,
may be deemed to be the beneficial owner of the shares owned of record by
HMEU 1-EN, HMEU 1-EQ, and HMEU 1-P.
Each of the Filing Parties expressly disclaims (i) the existence of
any group and (ii) beneficial ownership with respect to any shares of Common
Stock covered by this Statement not owned by him or it of record.
(c) See Item 4.
(d) The right to receive dividends on, and proceeds from the sale of, the
shares of Common Stock held of record by the applicable Filing Parties and
beneficially owned by their respective sole general partners described in
paragraphs (a) and (b) above is governed by the limited partnership and limited
liability agreements, as applicable, of each of such entities, and
Page 38
such dividends or proceeds may be distributed with respect to numerous general
and limited partnership or membership interests.
(e) Not applicable.
Item 6.
The rights to distributions, division of profits and other
arrangements relating to the Company's securities owned of record by the
applicable Filing Parties and their respective general and limited partners or
members are governed exclusively by their respective limited partnership
agreements and limited liability company regulations. In addition, the matters
set forth in Item 4 above are incorporated in this Item 6 by reference as if
fully set forth herein.
Item 7. Material to be Filed as Exhibits
99.1 Joint Filing Agreement dated December 12, 2000 among Mr. Thomas O. Hicks,
HM 1-FOF, GP Partners L.A., Latin America Fund, HMTF Equity Fund, HMTF
Private Equity, HM Equity Fund IV/GP, PG-IV, HM Equity Partners, HM 4-P, HM
4-EN, HM 4-EQ, HM GP Partners, HM Fund IV, HMEU 1-EN, HMEU 1-EQ, HMEU 1-P,
HMEU Intermediate, HMTF Europe, HMTF Europe Private, HM PG and HMEU Fund
I-C. (1)
99.2 Underwriting Agreement, dated December 14, 2001 among the Company, HM
1-FOF, HMTF Equity Fund, HMTF Private Equity, PG-IV, HM 4-P, HM 4-EQ, HM
4-EN, HMEU 1-EN, HMEU 1-EQ, HMEU 1-P, HMTF Europe, HMTF Europe Private, HM
PG and J.P. Morgan Securities, Inc., Salomon Smith Barney Inc., SG Cowen
Securities Corporation, Prudential Securities Incorporated, as
representatives of several underwriters.(2)
----------
(1) Incorporated by reference to the Schedule 13D filed on behalf of
Thomas O. Hicks on December 12, 2000.
(2) Incorporated by reference to the Current Report on Form 8-K of the
Company, filed on December 14, 2001.
Page 39
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.
December 28, 2001 By: *
--------------------------------- ---------------------------------
Date Thomas O. Hicks
*By: /s/ David W. Knickel
--------------------------------
David W. Knickel
Attorney-in-Fact
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.
December 28, 2001 HM 1-FOF COINVESTORS CAYMAN, L.P.
---------------------------------
Date
By: HICKS, MUSE GP PARTNERS L.A..
CAYMAN, L.P., its general partner
By: HICKS, MUSE LATIN AMERICA
FUND GP CAYMAN, L.L.C.,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HICKS, MUSE GP PARTNERS L.A. CAYMAN,
--------------------------------- L.P.
Date
By: HICKS, MUSE LATIN AMERICA FUND
GP CAYMAN, L.L.C., its general
partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HICKS, MUSE LATIN AMERICA FUND GP
--------------------------------- CAYMAN, L.L.C.,
Date
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMTF EQUITY FUND IV (1999) CAYMAN, L.P.
---------------------------------
Date
By: HM EQUITY FUND IV/GP CAYMAN, L.P.,
its general partner
By: HM GP PARTNERS IV CAYMAN, L.P.,
its general partner
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMTF PRIVATE EQUITY FUND IV (1999)
--------------------------------- CAYMAN, L.P.
Date
By: HM EQUITY FUND IV/GP CAYMAN, L.P.,
its general partner
By: HM GP PARTNERS IV CAYMAN, L.P.,
its general partner
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HM EQUITY FUND IV/GP CAYMAN, L.P.
---------------------------------
Date By: HM GP PARTNERS IV CAYMAN, L.P.,
its general partner
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HICKS, MUSE PG-IV (1999), C.V.
---------------------------------
Date
By: HM EQUITY FUND IV/GP PARTNERS
(1999), C.V., its general partner
By: HM GP PARTNERS IV CAYMAN, L.P.,
its general partner
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HM EQUITY FUND IV/GP PARTNERS (1999),
--------------------------------- C.V.
Date
By: HM GP PARTNERS IV CAYMAN, L.P.,
its general partner
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HM 4-P COINVESTORS CAYMAN, L.P.
---------------------------------
Date
By: HM GP PARTNERS IV CAYMAN, L.P.,
its general partner
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HM 4-EN COINVESTORS CAYMAN, L.P.
---------------------------------
Date
By: HM GP PARTNERS IV CAYMAN, L.P.,
its general partner
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HM 4-EQ COINVESTORS CAYMAN, L.P.
---------------------------------
Date
By: HM GP PARTNERS IV CAYMAN, L.P.,
its general partner
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HM GP PARTNERS IV CAYMAN, L.P.
---------------------------------
Date
By: HM FUND IV CAYMAN, LLC,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HM FUND IV CAYMAN, LLC
---------------------------------
Date
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMEU 1-EN COINVESTORS, L.P.
--------------------------------
Date
By: HMEU INTERMEDIATE PARTNERS I-C, L.P.,
its general partner
By: HMEU FUND I-C, INC.,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMEU 1-EQ COINVESTORS, L.P.
---------------------------------
Date
By: HMEU INTERMEDIATE PARTNERS I-C, L.P.,
its general partner
By: HMEU FUND I-C, INC.,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMEU 1-P COINVESTORS, L.P.
---------------------------------
Date
By: HMEU INTERMEDIATE PARTNERS I-C, L.P.,
its general partner
By: HMEU FUND I-C, INC.,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMEU INTERMEDIATE PARTNERS I-C, L.P.
---------------------------------
Date
By: HMEU FUND I-C, INC.,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMTF EUROPE FUND CAYMAN, L.P.
---------------------------------
Date
By: HMEU FUND I-C, INC.,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMTF EUROPE PRIVATE FUND CAYMAN, L.P.
---------------------------------
Date
By: HMEU FUND I-C, INC.,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HM PG EUROPE I, C.V.
---------------------------------
Date
By: HMEU FUND I-C, INC.,
its general partner
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
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.
December 28, 2001 HMEU FUND I-C, INC.
---------------------------------
Date
By:/s/ David W. Knickel
-----------------------------
David W. Knickel
Vice President, Treasurer
and Secretary
EXHIBIT INDEX
99.1 Joint Filing Agreement dated December 12, 2000 among Mr. Thomas O.
Hicks, HM 1-FOF, GP Partners L.A., Latin America Fund, HMTF Equity
Fund, HMTF Private Equity, HM Equity Fund IV/GP, PG-IV, HM Equity
Partners, HM 4-P, HM 4-EN, HM 4-EQ, HM GP Partners, HM Fund IV, HMEU
1-EN, HMEU 1-EQ, HMEU 1-P, HMEU Intermediate, HMTF Europe, HMTF Europe
Private, HM PG and HMEU Fund I-C. (1)
99.2 Underwriting Agreement, dated December 14, 2001 among the Company, HM
1-FOF, HMTF Equity Fund, HMTF Private Equity, PG-IV, HM 4-P, HM 4-EQ,
HM 4-EN, HMEU 1-EN, HMEU 1-EQ, HMEU 1-P, HMTF Europe, HMTF Europe
Private, HM PG and J.P. Morgan Securities, Inc., Salomon Smith Barney
Inc., SG Cowen Securities Corporation, Prudential Securities
Incorporated, as representatives of several underwriters.(2)
--------------------
(1) Incorporated by reference to the Schedule 13D filed on behalf of
Thomas O. Hicks on December 12, 2000.
(2) Incorporated by reference to the Current Report on Form 8-K of the
Company, filed on December 14, 2001.