SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)(1)
Trident Microsystems, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
895919108
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(CUSIP Number)
Elliot Press, Esq., c/o Rosenman & Colin LLP, 575 Madison Avenue,
New York, NY 10022 (212) 940-8800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 1999
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(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), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
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(1) 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 on 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 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).
<PAGE>
CUSIP No. 895919108 SCHEDULE 13D Page 2 of 12 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cramer Rosenthal McGlynn, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,205,400 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,205,400 Shares
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,205,400 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.13%
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 895919108 SCHEDULE 13D Page 4 of 12 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edward J. Rosenthal
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |x|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
3,000 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,000 Shares
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 895919108 SCHEDULE 13D Page 5 of 12 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gerald B. Cramer
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |x|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
15,000 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 15,000 Shares
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.11%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
This Statement relates to the shares of Common Stock ("Common
Stock") of Trident Microsystems, Inc. (the "Company"), a corporation
organized under the laws of the State of Delaware. The principal
executive offices of the Company are located at 2450 Walsh Avenue,
Santa Clara, California 95051-1301.
Item 2. Identity and Background
(a) Pursuant to Rule 13-d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule
13D is being filed by Cramer Rosenthal McGlynn, LLC, a Delaware
limited liability company ("CRM LLC"), Gerald Cramer, an
individual and Edward J. Rosenthal, an individual. CRM LLC, Mr.
Cramer and Mr. Rosenthal (together, the "Reporting 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
Exchange Act. The Reporting Persons disclaim the existence of a
group with any other investors in the Company and do not affirm the
existence of a group among the Reporting Persons
(b)-(c)
Cramer Rosenthal McGlynn, LLC
CRM LLC is a limited liability company that provides investment
management services under the Investment Company Act of 1940, as
amended. The majority member of CRM LLC is Cramer Rosenthal McGlynn,
Inc. ("RCM Inc."), a New York corporation. The principal business
address of CRM LLC is 707 Westchester Avenue, White Plains, NY
10604. Its telephone number is (212) 838-3830.
The name, business address and present principal occupation or
employment of each of the executive officers, directors and
controlling shareholders of CRM LLC and CRM Inc. is set forth on
Schedule I annexed hereto which is incorporated herein by reference.
Gerald B. Cramer
Mr. Cramer is principally employed as the Chairman of CRM LLC and
CRM Inc. The principal business address of Mr. Cramer is 707
Page 6 of 12
<PAGE>
Westchester Avenue, White Plains, New York 10604.
Edward J. Rosenthal
Mr. Rosenthal is principally employed as Vice Chairman of CRM LLC
and Vice Chairman and a director of CRM Inc.
(d) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons and none of the persons
listed on Schedule I hereto has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) To the best knowledge of the Reporting Persons, during the last
five years, none of the Reporting Persons and none of the persons
listed on Schedule I hereto has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction or is
subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for CRM Inc. and CRM LLC was the personal funds
or working capital of their clients or entities they control. The
source of funds for Gerald B. Cramer and Edward J. Rosenthal was
personal funds. The personal funds and working capital may, at any
given time, include margin loans made by brokerage firms in the
ordinary course of business.
The total cost of the reported shares of Common Stock beneficially
owned by CRM Inc. and CRM LLC, including those of their clients and
entities they control, is $10,154,069. The cost of the reported
shares of Common Stock beneficially owned by Mr. Cramer is $130,825.
The cost of the reported securities beneficially owned by Mr.
Rosenthal is $26,175.
Item 4. The Reporting Persons have acquired the shares of the Company
reported herein for investment purposes. The Reporting Persons note
that the Company has reported losses for nine consecutive quarters
and that the Company's stock during the last several months has
traded at approximately half of its 1992 initial public offering
price. The Reporting Persons note further that the per share value
of the Company's cash and investment assets alone, without taking
into account the core operating assets of the Company, exceed the
current market price of shares of the Company's Common Stock. These
facts lead the Reporting Persons to believe that significant changes
are required in management's approach to maximizing shareholder
value. The Reporting Persons believe that management must consider
all
Page 7 of 12
<PAGE>
available means of increasing shareholder value, including
soliciting and considering offers from third parties with respect to
strategic transactions involving the Company or a sale of the
Company or its assets.
In that regard, the Reporting Persons intend to closely scrutinize
and monitor developments at the Company and, in particular, to
attempt to evaluate the Company's efforts with respect to such third
party transactions. The Reporting Persons may at any time and from
time-to-time (i) acquire additional shares of the Company's Common
Stock (subject to availability at prices deemed favorable) in the
open market, in privately negotiated transactions or otherwise, (ii)
dispose of shares of the Company's Common Stock at prices deemed
favorable in the open market, in privately negotiated transactions
or otherwise or (iii) take such other actions, including actions
which could result in the changes or events specified in clauses
(a)-(j) of Item 4 of the Form of Schedule 13D, as the Reporting
Persons determine to be in their best interest.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of the outstanding Common Stock of the
Company reported owned by each Reporting Person is based upon
13,200,454 shares of Common Stock of the Company outstanding, as
reported in the Company's annual report on Form 10-K for the fiscal
year ended June 30, 1999.
As investment manager for various investment partnerships and
limited liability companies (the "Advisory Clients"), CRM LLC may be
deemed to beneficially own the aggregate 1,205,400 shares held by
the Advisory Clients. Such shares represent approximately 9.13% of
the outstanding Common Stock of the Company.
Gerald B. Cramer beneficially owns 15,000 shares of the Company's
Common Stock representing approximately .11% of the outstanding
Common Stock of the Company.
Edward J. Rosenthal beneficially owns 3,000 shares of the Company's
Common Stock representing approximately .02% of the outstanding
Common Stock of the Company. Mr. Rosenthal holds all such shares in
a retirement plan.
Page 8 of 12
<PAGE>
(b) By virtue of CRM LLC's position as investment manager for the
Advisory Clients, CRM LLC may be deemed to possess the sole power to
vote and dispose of the shares of Common Stock held by the Advisory
Clients. Pursuant to Rule 13d-4 promulgated under the Exchange Act,
the filing of this Statement on Schedule 13D shall not be construed
as an admission by CRM LLC that it is, for purposes of Section 13(d)
of the Exchange Act, the beneficial owner of any of the shares of
Common Stock held by the Advisory Clients. Each of Gerald B. Cramer
and Edward J. Rosenthal possesses the sole power to vote and dispose
of the shares of Common Stock reported herein as being beneficially
owned by each such individual, respectively.
(c) Set forth immediately below is a description of each transaction
in the Company's Common Stock that were effected by CRM LLC and for
the Advisory Clients within the last 60 days. All such transactions
were purchases effected on the open market.
Number of Price per
Shares Share Date
------- -------- --------
38,100 $ 8.61 8/23/99
3,000 $ 8.73 9/24/99
26,800 $ 8.47 10/22/99
14,200 $ 8.55 10/22/99
1,200 $ 8.40 10/22/99
383,200 $ 8.38 10/26/99
14,300 $ 8.41 10/26/99
9,100 $ 8.59 10/26/99
11,200 $ 8.42 10/26/99
5,900 $ 8.44 10/26/99
37,700 $ 8.45 10/26/99
120,900 $ 8.43 10/26/99
4,300 $ 8.43 10/26/99
167,500 $ 8.43 10/26/99
5,800 $ 8.44 10/26/99
22,300 $ 8.44 10/26/99
18,400 $ 8.46 10/26/99
6,300 $ 8.44 10/26/99
20,500 $ 8.45 10/26/99
38,600 $ 8.43 10/26/99
39,500 $ 8.43 10/26/99
44,200 $ 8.43 10/26/99
26,100 $ 8.43 10/26/99
20,700 $ 8.44 10/26/99
17,500 $ 8.43 10/26/99
5,900 $ 8.44 10/26/99
105,200 $ 8.42 10/26/99
Page 9 of 12
<PAGE>
In addition, on September 24, 1999 (i) Mr. Cramer purchased 15,000
shares of the Company's Common Stock on the open market for a price
per share of $8.72 and (ii) Mr. Rosenthal purchased (through his
retirement plan), 3,000 shares of the Company's Common Stock on the
open market for a price per share of $8.73.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuers
None.
Item 7. Material to be Filed as Exhibits
None.
Page 10 of 12
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 5, 1999
CRAMER ROSENTHAL MCGLYNN, LLC
By: /s/ Michael Morrone
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Name: Michael Morrone
Title: Director of Operations
CRAMER ROSENTHAL MCGLYNN, INC.
By: /s/ Michael Morrone
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Name: Michael Morrone
Title: Director of Operations
/s/ Gerald B. Cramer
-------------------------------
Gerald B. Cramer
/s/ Edward J. Rosenthal
-------------------------------
Edward J. Rosenthal
Page 11 of 12
<PAGE>
Schedule I
Executive Officers and Directors
CRAMER ROSENTHAL MCGLYNN, LLC
The name and present principal occupation or employment of each of the
executive officers and directors of CRM LLC is set forth below. The business
address of each such person is 707 Westchester Avenue, White Plains, NY 10604.
Present Principal
Name Occupation and Employment
Gerald B. Cramer Chairman and a Manager
Ronald H. McGlynn President and CEO and a Manager
Edward J. Rosenthal Vice Chairman
Jay B. Abramson Executive Vice President
and a Manager
Fred M. Filoon Senior Vice President
Eugene A. Trainor III Executive Vice President and Chief
Operating Officer
Ted T. Cecala Manager
CRAMER ROSENTHAL MCGLYNN, INC.
The name and present principal occupation or employment of each of the
executive officers and directors of CRM, Inc. is set forth below. The business
address of each such person is 707 Westchester Avenue, White Plains, NY 10604.
Present Principal
Name Occupation and Employment
Gerald B. Cramer Chairman and a Director
Ronald H. McGlynn President and CEO and a Director
Edward J. Rosenthal Vice Chairman and a Director
Jay B. Abramson Executive Vice President
and a Director
Fred M. Filoon Senior Vice President and a
Director
Eugene A. Trainor III Executive Vice President and Chief
Operating Officer and a Director
Page 12 of 12
