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OMB APPROVAL
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OMB Number: 3235-0145
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5 )*
General Semiconductor, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
370787103
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(CUSIP Number)
April 27, 1999
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(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 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS
A CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 7 pages
<PAGE>
CUSIP No. 370787103 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (entities only)
Forstmann Little & Co. Subordinated Debt & Equity Management
Buyout Partnership-IV
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 370787103 13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (entities only)
Instrument Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 0
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SEC 1745 (2-95)
ITEM 1(A). Name of Issuer
General Semiconductor, Inc.
ITEM 1(B). Address of Issuer's Principal Executive Offices
10 Melville Park Road
Melville, New York 1174-3113
ITEM 2(A). Name of Persons Filing
This Amendment No. 5 to the Schedule 13G is filed by
(i) Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-IV ("MBO-IV") and (ii)
Instrument Partners.
ITEM 2(B). Address of Principal Business Office or if None,
Residence
The address of the principal business office of each
Reporting Person is:
c/o Forstmann Little & Co.
767 Fifth Avenue
New York, New York 10153
ITEM 2(C). Citizenship
MBO-IV and Instrument Partners are each New York
limited partnerships
ITEM 2(D). Title of Class of Securities
The Securities to which this statement relates are
shares of Common Stock, par value $.01 per share, of
the Issuer ("Common Stock").
ITEM 2(E). CUSIP Number
The CUSIP Number for the Common Stock is 370787103.
ITEM 3. If this statement is filed pursuant to 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. 78o).
(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)(ii)(F);
(g) [ ] A parent holding company or control person
in accordance with ss.
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in
Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
Page 4 of 7 pages
<PAGE>
(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)(l)(ii)(J).
None of the options apply. This Amendment No. 2 to the
Schedule 13G is being filed pursuant to Rule 13d-1(d).
ITEM 4. Ownership
(1) Instrument Partners:
(a) Amount Beneficially Owned: None.
On April 27, 1999, Instrument Partners, a New York
limited partnership, which owned 2,886,752 shares of Common
Stock, sold all of such shares at a price of $6.50 per share
pursuant to a Registration Statement on Form S-3 (Reg. No.
333-62285) filed by the Company with the Securities
Exchange Commission. Instrument Partners now owns no shares
of the Common Stock.
(b) Percent of Class: 0%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-- None.
(ii) shared power to vote or to direct the vote
-- None.
(iii) sole power to dispose or to direct the
disposition of -- None.
(iv) shared power to dispose or to direct the
disposition of -- None.
(2) MBO-IV:
(a) Amount Beneficially Owned: None.
On April 27, 1999, MBO-IV, a New York limited
partnership, which owned 2,540,414 shares of Common Stock,
sold all of such shares at a price of $6.50 per share
pursuant to a Registration Statement on Form S-3 (Reg. No.
333-62285) filed by the Company with the Securities
Exchange Commission. MBO-IV now owns no shares of Common
Stock.
(b) Percent of Class: 0%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-- None.
(ii) shared power to vote or to direct the vote
-- None.
(iii) sole power to dispose or to direct the
disposition of -- None.
Page 5 of 7 pages
<PAGE>
(iv) shared power to dispose or to direct the
disposition of -- None.
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
Not Applicable.
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 Member of the
Group
Not Applicable.
ITEM 9. Notice of Dissolution of Group
Not Applicable.
ITEM 10. Certification
Not Applicable.
Page 6 of 7 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Dated: May 7, 1999 Instrument Partners
By: FLC XXII Partnership,
General Partner
By: /s/ Winston W. Hutchins
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Winston W. Hutchins
General Partner
Dated: May 7, 1999 Forstmann Little & Co. Subordinated Debt
and Equity Management Buyout Partnership-IV
By: FLC XXIX Partnership, L.P.,
General Partner
By: /s/ Winston W. Hutchins
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Winston W. Hutchins
General Partner
Page 7 of 7 pages
