SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)(1)
TelCom Semiconductor, Inc.
----------------------------------
(Name of Issuer)
Common Stock, $.001 par value
----------------------------------
(Title of Class of Securities)
87921P10
--------------
(CUSIP Number)
------------
- ------------
(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 the disclosures provided in a prior cover page.
The information required in the remained 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).
CUSIP No. 87921P10 13G Page 2 of 15 Pages
- ------------------ ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Investors, L.P.
13-375194
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
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
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 INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 87921P10 13G Page 3 of 15 Pages
- ------------------ ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital Fund II, L.P.
13-3751783
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
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
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 INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 87921P10 13G Page 4 of 15 Pages
- ------------------ ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital Fund II, C.V.
98-0150623
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
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
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 INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 87921P10 13G Page 5 of 15 Pages
- ------------------ ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Partners II, L.P.
13-3741217
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON - 0 -
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
- 0 -
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 INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 87921P10 13G Page 6 of 15 Pages
- ------------------ ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley Venture Capital II, Inc.
13-3693090
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 551,077
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
551,077
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,077
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 87921P10 13G Page 7 of 15 Pages
- ------------------ ------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Morgan Stanley, Dean Witter, Discover & Co.
36-3145972
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
6 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON 551,077
WITH:
7 SOLE DISPOSITIVE POWER
- 0 -
8 SHARED DISPOSITIVE POWER
551,077
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,077
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
TelCom Semiconductor, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
1300 Terra Bella Avenue
Mountain View, California 94093
Item 2(a). Name of Person Filing:
Morgan Stanley Venture Capital Fund II, L.P. (the "Fund")
Morgan Stanley Venture Investors, L.P. ("Investors")
Morgan Stanley Venture Capital Fund II, C.V. ("MSVCCV")
Morgan Stanley Venture Partners II, L.P. ("Ventures")
Morgan Stanley Venture Capital II, Inc. ("MSVC")
Morgan Stanley, Dean Witter, Discover & Co. ("Morgan Stanley")
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business and principal office of each
of the Fund, Investors, MSVCCV, Ventures, MSVC and Morgan Stanley
is 1221 Avenue of the Americas, New York, New York 10020.
Item 2(c). Citizenship:
The citizenship of each of the Fund, Investors, MSVCCV, Ventures,
MSVC and Morgan Stanley is Delaware.
Item 2(d). Title of Class of Securities:
This statement relates to the Company's Common Stock, $.001 par
value per share.
Item 2(e). CUSIP Number:
87921P10
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Plan, Pension Fund
which is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance Rule
13d-1(b)(1)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Not Applicable
Item 4. Ownership. (a) Amount Beneficially Owned:
Morgan Stanley may be deemed to own beneficially 551,077 shares of
Common Stock as of December 31, 1997. MSVC has the right to vote or
direct to the vote of or to dispose or to direct the disposition of
551,077 shares of Common Stock. Morgan Stanley, as the sole shareholder
of MSVC, controls the actions of MSVC. Accordingly, Morgan Stanley may
be deemed to beneficially own 551,077 shares of Common Stock held by
MSVC.
Ventures ceased to own any Common Stock. The Fund, Investors or MSVCCV
also ceased to own any Common Stock. Ventures is the sole general
partner of the Fund, the general partner of Investors and the investment
general partner of MSVCCV, and as such, has the power to vote or direct
the vote and to dispose or direct the disposition of all of the Common
Stock held by the Fund, Investors and MSVCCV. MSVC, as the managing
general partner of Ventures, controls the actions of Ventures. Morgan
Stanley, as the sole shareholder of MSVC, controls the actions of MSVC.
Thus, Ventures, MSVC, and Morgan Stanley do not beneficially own any
shares of Common Stock through the Funds.
(b) Percent of Class:(2)
Morgan Stanley Venture
Capital Fund II, L.P. 0.0%
Morgan Stanley Venture
Capital Fund II, C.V. 0.0%
Morgan Stanley Venture
Investors, L.P. 0.0%
Morgan Stanley Venture
Partners II, L.P. 0.0%
Morgan Stanley Venture
Capital II, Inc. 3.6%
Morgan Stanley, Dean Witter
Discover & Co. 3.6%
- ------------
(2) Based on the 15,480,180 shares of Common Stock reported to be
outstanding in the Company's report on Form 10-Q for the quarter ended
September 30, 1997.
(c) Number of shares as to which such person has:
<TABLE>
<CAPTION>
==========================================================================================================
(i) (ii) (iii) (iv)
Sole power to Shared power Sole power to Shared power
vote or to to vote or to dispose or to to dispose or to
direct the vote direct the vote direct the direct the
disposition of disposition of
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Morgan Stanley - 0 - - 0 - - 0 - - 0 -
Venture Capital
Fund II, C.V.
- ----------------------------------------------------------------------------------------------------------
Morgan Stanley - 0 - - 0 - - 0 - - 0 -
Venture Investors,
L.P.
- ----------------------------------------------------------------------------------------------------------
Morgan Stanley - 0 - - 0 - - 0 - - 0 -
Venture Capital
Fund II, L.P.
- ----------------------------------------------------------------------------------------------------------
Morgan Stanley - 0 - - 0 - - 0 - - 0 -
Venture Partners II,
L.P.
- ----------------------------------------------------------------------------------------------------------
Morgan Stanley - 0 - 551,077 - 0 - 551,077
Venture Capital II,
Inc.
- ----------------------------------------------------------------------------------------------------------
Morgan Stanley, - 0 - 551,077 - 0 - 551,077
Dean Witter,
Discover & Co.
==========================================================================================================
</TABLE>
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.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit 1.
Item 9. Notice of Dissolution of the Group.
N/A
Item 10. Certification.
N/A
SIGNATURE
---------
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of he undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: February 17, 1998 MORGAN STANLEY VENTURE CAPITAL FUND
II, C.V.
By: Morgan Stanley Venture Partners
II, L.P., its general partner
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE INVESTORS,
L.P.
By: Morgan Stanley Venture Partners
II, L.P., its general partner
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE CAPITAL FUND
II, L.P.
By: Morgan Stanley Venture Partners
II, L.P., its general partner
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE PARTNERS II,
L.P.
By: Morgan Stanley Venture Partners
II, L.P., its general partner
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY VENTURE CAPITAL II,
INC.
By: Morgan Stanley Venture Partners
II, L.P., its general partner
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
By: /s/ Peter R. Vogelsang
-------------------------------
Name: Peter R. Vogelsang
Title: Secretary
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 10001).
Exhibit 1
Pursuant to Item 8, the members of the group that have filed this
Schedule 13G pursuant to Rule 13d-1(c) are:
(i) Morgan Stanley Venture Investors, L.P.;
(ii) Morgan Stanley Venture Capital Fund II, C.V.; and
(iii) Morgan Stanley Venture Capital Fund II, L.P.
