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OMB APPROVAL
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UNITED STATES OMB Number:3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires:August 31, 1999
WASHINGTON, D.C. 20549 Estimated average
burden hours per
response......14.90
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4 )*
General Semiconductor, Inc.
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
370121105
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
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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>
CUSIP No. SCHEDULE 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
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) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,540,414
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 2,540,414
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,540,414
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. SCHEDULE 13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSONS
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) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,886,752
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 2,886,752
8 SHARED DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,886,752
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
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. 4 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 370121105.
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);
(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
The following information is as of December 31, 1998:
(1) Instrument Partners:
(a) Amount Beneficially Owned
Instrument Partners, a New York limited partnership,
directly owns 2,886,752 shares of Common Stock. FLC XXII
Partnership, a New York general partnership having its
principal business office at the address set forth in
response to Item 2(b) of this statement, is the general
partner of Instrument Partners. TJ/JA L.P., a New York
limited partnership having its principal business office at
the address set forth in response to Item 2(b) of this
statement, and Nicholas C. Forstmann, Wm. Brian Little,
John A. Sprague, Steven B. Klinsky and Winston W. Hutchins,
each a United States citizen and each (other than Mr.
Sprague) with his principal place of business being at the
address set forth in response to Item 2(b) of this
statement, are the general partners of FLC XXII
Partnership. The address of Mr. Sprague's principal
business office is 30 Rockefeller Plaza, 45th Floor, New
York, New York 10112. Theodore J. Forstmann, a United
States citizen whose principal place of business is at the
address set forth in response to Item 2(b) of this
statement, is the general partner of TJ/JA L.P.
Accordingly, each of such individuals and partnerships may
be deemed to share beneficial ownership of these shares of
Common Stock, but specifically disclaim any such beneficial
ownership pursuant to Rule 13d-4. Steven B. Klinsky
directly owns 50,000 shares of Common Stock (which amount
is not included in the amount owned by Instrument Partners).
(b) Percent of Class.
The shares of Common Stock owned by Instrument
Partners represent approximately 7.8% of the Common
Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote --
2,886,752.
(ii) shared power to vote or to direct the vote --
None.
(iii) sole power to dispose or to direct the
disposition of -- 2,886,752.
(iv) shared power to dispose or to direct the
disposition of -- None.
(2) MBO-IV:
(a) Amount Beneficially Owned
MBO-IV, a New York limited partnership, directly owns
2,540,414 shares of Common Stock. FLC XXIX, L.P. a limited
partnership having its principal business office at the
address set forth in response to Item 2(b) of this
statement ("FLC"), is the general partner of MBO-IV and,
accordingly, may be deemed to share beneficial ownership of
these shares of Common Stock, but specifically disclaims
any such beneficial ownership pursuant to Rule 13d-4.
Theodore J. Forstmann, Nicholas C. Forstmann, Steven B.
Klinsky, Winston W. Hutchins, Sandra J. Horbach, Thomas H.
Lister and Erskine B. Bowles, each a United States citizen
with his or her principal place of business being at the
address set forth in response to Item 2(b) of this
statement, are the general partners of FLC and (other than
Ms. Horbach, Mr. Lister and Mr. Bowles who do not have any
voting or investment power with respect to, or any economic
interest in the shares owned by MBO-IV) may be deemed to
share beneficial ownership of these shares of Common
Stock. All the general partners of FLC specifically
disclaim any such beneficial ownership pursuant to Rule
13d-4. Steven B. Klinsky directly owns 50,000 shares of
Common Stock (which amount is not included in the amount
owned by MBO-IV).
(b) Percent of Class.
The shares of Common Stock owned by MBO-IV
represent approximately 6.9% of the Common Stock.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-- 2,540,414.
(ii) shared power to vote or to direct the
vote -- None.
(iii) sole power to dispose or to direct the
disposition of -- 2,540,414.
(iv) shared power to dispose or to direct
the disposition of -- None.
ITEM 5. Ownership of Five Percent or Less of a Class
Not applicable.
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>
SIGNATURE
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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: February 8, 1999 Instrument Partners
By: FLC XXII Partnership,
General Partner
By:/s/ Winston W. Hutchins
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Winston W. Hutchins
General Partner
Dated: February 8, 1999 Forstmann Little & Co. Subordinated
Debt and Equity Management Buyout
Partnership-IV
By: FLC XXIX, L.P.,
General Partner
By:/s/ Winston W. Hutchins
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Winston W. Hutchins
General Partner
