SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
Amendment No. 4
Conexant Systems, Inc.
----------------------
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
----------------------------------------
(Title of Class of Securities)
207142100
---------
(CUSIP Number)
December 31, 2004
----------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 207142100 13G Page 2 of 8 Pages
-------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 7,150,395
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 401,675 (1)
PERSON
WITH 7 SOLE DISPOSITIVE POWER
7,150,395
8 SHARED DISPOSITIVE POWER
401,675 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,552,070
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6 % (2)
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) In its capacity as one of two stockholders of Communication GenPar, Inc.
(2) Based on the total outstanding shares of Common Stock (as defined herein) of
469,544,176 as of November 26, 2004, as reported in the Issuer's annual report
on Form 10-K filed with the SEC on December 9, 2004.
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CUSIP No. 207142100 13G Page 3 of 8 Pages
-------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Parallel I, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 712,590
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 401,675 (1)
PERSON
WITH 7 SOLE DISPOSITIVE POWER
712,590
8 SHARED DISPOSITIVE POWER
401,675 (1)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,114,265
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (2)
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) In its capacity as one of two stockholders of Communication GenPar, Inc.
(2) Based on the total outstanding shares of Common Stock of 469,544,176 as of
November 26, 2004, as reported in the Issuer's annual report on Form 10-K filed
with the SEC on December 9, 2004.
-------------------
CUSIP No. 207142100 13G Page 4 of 8 Pages
-------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Communication GenPar, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 401,675
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON
WITH 7 SOLE DISPOSITIVE POWER
401,675
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
401,675
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (1)
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Based on the total outstanding shares of Common Stock of 469,544,176 as of
November 26, 2004, as reported in the Issuer's annual report on Form 10-K filed
with the SEC on December 9, 2004.
Item 1(a). Name of Issuer:
Conexant Systems, Inc. (the "Issuer") (formerly
GlobespanVirata, Inc.)
Item 1(b). Address of Issuer's Principal Executive Offices:
Conexant Systems, Inc.
4000 MacArthur Boulevard
Newport Beach, California 92660
Item 2(a). Name of Persons Filing:
Pursuant to Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby file this Amendment No. 4 to Schedule 13G Statement, as
originally filed on January 28, 2000, as amended, on behalf of TPG Partners,
L.P., a Delaware limited partnership ("Partners"), TPG Parallel I, L.P., a
Delaware limited partnership ("Parallel") and Communication GenPar, Inc., a
Delaware corporation ("Communication" and, together with Partners and Parallel,
the "Reporting Persons"). Additionally, information is included herein with
respect to TPG GenPar, L.P., a Delaware limited partnership ("GenPar") and TPG
Advisors, Inc., a Delaware corporation ("Advisors" and together with GenPar, the
"Controlling Persons"). Because GenPar is the sole general partner of each of
Partners and Parallel, and because Advisors is the sole general partner of
GenPar, and because Partners and Parallel are the only shareholders of
Communication, the Controlling Persons may be deemed, pursuant to Rule 13d-3 of
the Act, to be the beneficial owner of all of the shares of Common Stock owned
by the Reporting Persons. The Reporting Persons and the Controlling Persons are
sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item
2 Persons are making this single, joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)-(3) of the Act,
although neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Item 2 Persons that such group exists. A copy
of the Joint Filing Agreement of the Item 2 Persons is attached as Exhibit 1 to
Amendment No. 1 of the Schedule 13G Statement.
Items 2(b)-(c) Address of Principal Office or, if none, Residence; Citizenship
or Place of Organization:
The address of the principal business office of all of the
Item 2 Persons is as follows: 301 Commerce Street, Suite 3300, Fort Worth, Texas
76102. Delaware is the jurisdiction of formation for all of the Item 2 Persons.
Item 2(d). Title of Class of Securities:
This Amendment No. 4 to Schedule 13G Statement relates to the
Common Stock, par value $0.01 per share, of the Issuer (the "Common Stock").
Item 2(e). CUSIP Number:
The Cusip number of the Common Stock is 207142100.
Item 3. If this statement is filed pursuant to Rules ss.ss.
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act (15 U.S.C. 780).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.
240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check
this box [ ]
Item 4. Ownership
Partners
(a) Amount Beneficially Owned as of December 31, 2004:
7,552,070
(b) Percent of Class: 1.6%
(b) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
7,150,395
(ii) shared power to vote or to direct the vote:
401,675
(iii) sole power to dispose or to direct the
disposition of: 7,150,395
(iv) shared power to dispose or to direct the
disposition of: 401,675
Parallel
(a) Amount Beneficially Owned as of December 31, 2004:
1,114,265
(b) Percent of Class: 0.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
712,590
(ii) shared power to vote or to direct the vote:
401,675
(iii) sole power to dispose or to direct the
disposition of: 712,590
(iv) shared power to dispose or to direct the
disposition of: 401,675
Communication
(a) Amount Beneficially Owned as of December 31, 2004:
401,675
(b) Percent of Class: 0.1 %
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
401,675
(ii) shared power to vote or to direct the vote:
- 0 -
(iii) sole power to dispose or to direct the
disposition of: 401,675
(iv) shared power to dispose or to direct the
disposition of: - 0 -
GenPar
(a) Amount Beneficially Owned as of December 31, 2004:
8,314,660 (1)
(b) Percent of Class: 1.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
8,314,660 (1)
(ii) shared power to vote or to direct the vote:
- 0 -
(iii) sole power to dispose or to direct the
disposition of: 8,314,660 (1)
(iv) shared power to dispose or to direct the
disposition of: - 0 -
-------------------------------
(1) Including 50,000 shares subject to options (including "out-of-the money
options") held by GenPar.
Advisors
(a) Amount Beneficially Owned as of December 31, 2004:
8,314,660 (1)
(b) Percent of Class: 1.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
8,314,660 (1)
(ii) shared power to vote or to direct the vote:
- 0 -
(iii) sole power to dispose or to direct the
disposition of: 8,314,660 (1)
(iv) shared power to dispose or to direct the
disposition of: - 0 -
David Bonderman, James G. Coulter and William S. Price, III
(the "Shareholders") are officers, directors and sole shareholders of Advisors,
and therefore may be deemed to beneficially own the Common Stock owned by
Advisors. Each Shareholder disclaims beneficial ownership of such Common Stock
in excess of the greater of his direct or indirect pecuniary interest in such
Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
No person other than the Item 2 Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares of the Common Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each
of the Item 2 Persons pursuant to Rules 13d-1(d) and Rule 13d-1(k)(1). The
identity of each of the Item 2 Persons is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February __, 2005
TPG PARTNERS, L.P.
By: TPG GenPar, L.P.,
General Partner
By: TPG Advisors, Inc.,
General Partner
By:
----------------------------
Name: David A. Spuria
Title: Vice President
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P.,
General Partner
By: TPG Advisors, Inc.,
General Partner
By:
----------------------------
Name: David A. Spuria
Title: Vice President
COMMUNICATION GENPAR, INC.
By:
----------------------------
Name: David A. Spuria
Title: Vice President