SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
GlobeSpan, Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
379571102
(CUSIP Number)
December 31, 1999
(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 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 ("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).
**The total number of shares reported herein is 8,468,179 shares, which
constitutes approximately 43.8% of the 19,320,468 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise
stated, all ownership percentages set forth herein assume that there are
19,290,468 shares outstanding.
<PAGE>
CUSIP No. 379571102
1. Name of Reporting 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: 7,509,017 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: 114,195 (2)
Owned By
Each
Reporting 7. Sole Dispositive Power: 7,509,017 (1)
Person
With
8. Shared Dispositive Power: 114,195 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
7,623,212 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 39.5%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its general partner, TPG GenPar, L.P.
(2) In its capacity as one of two stockholders of Communication GenPar,
Inc. with respect to 114,195 shares of the Stock.
<PAGE>
CUSIP No. 379571102
1. Name of Reporting 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: 748,366 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: 114,195 (2)
Owned By
Each
Reporting 7. Sole Dispositive Power: 748,366 (1)
Person
With
8. Shared Dispositive Power: 114,195 (2)
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
862,561 (2)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 4.5%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its general partner, TPG GenPar, L.P.
(2) In its capacity as one of two stockholders of Communication GenPar,
Inc. with respect to 114,195 shares of the Stock.
<PAGE>
CUSIP No. 379571102
1. Name of Reporting 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: 114,195 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 114,195 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
114,195
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.6%
12. Type of Reporting Person: PN
- --------------
(1) TPG Partners, L.P. and TPG Parallel I, L.P. are the only stockholders of
Communication GenPar, Inc. and may, therefore, be deemed to share voting and
dispositive power over the shares owned by Communication GenPar, Inc.
<PAGE>
CUSIP No. 379571102
1. Name of Reporting Person:
TPG GenPar, 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: 8,422,598 (1)(2)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 8,422,598 (1)(2)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,452,598 (1)(2)(3)
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 43.7% (4)
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its managing partner, TPG Advisors, Inc.
(2) Includes 7,509,017 shares owned by TPG Partners, L.P. and 748,366
shares owned by TPG Parallel I, L.P., for both of which TPG GenPar,
L.P. is the sole general partner. Also includes 114,195 shares
owned by Communication Genpar, Inc., of which TPG Genpar, L.P. and
TPG Parallel I, L.P. are the only two stockholders.
(3) Assumes the exercise of options held by TPG GenPar, L.P. to purchase
30,000 shares of common stock.
(4) Assumes, pursuant to Rule 13d-3(d)(1)(i) that there are 19,320,468
shares of the Stock outstanding.
<PAGE>
CUSIP No. 379571102
1. Name of Reporting Person:
TPG Equity 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: 10,163 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 10,163 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
10,163
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): less than 0.1%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its general partner, TPG Advisors, Inc.
<PAGE>
CUSIP No. 379571102
1. Name of Reporting Person:
FOF 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: 5,418 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 5,418 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,418
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): less than 0.1%
12. Type of Reporting Person: PN
- --------------
(1) Power is exercised through its managing general partner, TPG Advisors, Inc.
<PAGE>
Item 1(a). Name of Issuer.
The name of the issuer is GlobeSpan, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 100 Schulz
Drive, Red Bank, New Jersey 07701.
Item 2(a). Names 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 Schedule 13G Statement on behalf of TPG Partners, L.P., a Delaware
limited partnership ("TPG"), TPG Parallel I, L.P., a Delaware limited
partnership ("TPGP"), Communication GenPar, Inc., a Delaware corporation
("Communication"), TPG GenPar, L.P., a Delaware limited partnership ("GenPar"),
TPG Equity Partners, L.P., a Delaware limited partnership ("Equity"), and FOF
Partners, L.P., a Delaware limited partnership ("FOF") (the "Reporting
Persons"). Additionally, information is included herein with respect to TPG
Advisors, Inc., a Delaware corporation (the "Controlling Person"). The
Reporting Persons and the Controlling Person 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 a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office of all of the Item 2 Persons
is as follows:
201 Main Street, Suite 2420
Fort Worth, Texas 76102
Item 2(c). Citizenship.
Delaware is the jurisdiction of formation for all of the Item 2 Persons.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to the Common Stock, par value $0.001
per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 379571102.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
Not Applicable
Item 4. Ownership.
Reporting Persons
(a) - (b)
TPG
Because of its direct ownership of 7,509,017 shares of the Stock and
because of its capacity as one of two stockholders of Communication, TPG may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
7,623,212 shares of the Stock, which constitutes approximately 39.5% of the
outstanding shares of the Stock.
TPGP
Because of its direct ownership of 748,366 shares of the Stock and because
of its capacity as one of two stockholders of Communication, TPGP may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 862,561 shares
of the Stock, which constitutes approximately 4.5% of the outstanding shares of
the Stock.
Communication
The aggregate number of shares of the Stock that Communication owns
beneficially, pursuant to Rule 13d-3 of the Act, is 114,195, which constitutes
approximately 0.6% of the outstanding shares of the Stock.
GenPar
Because of its position as the general partner of each of TPG and
TPGP, and because of the position of TPG and TPGP as the only shareholders of
Communication, and because of its direct ownership of 51,020 shares of the Stock
and options to purchase 30,000 shares of the Stock, the aggregate number of
shares of the Stock that GenPar may be deemed to own beneficially, pursuant to
Rule 13d-3 of the Act, is 8,452,598, which constitutes approximately 43.7% of
the 19,320,468 shares of the Stock deemed outstanding under Rule 13d-3(1)(i).
Equity
The aggregate number of shares of the Stock that Equity owns
beneficially, pursuant to Rule 13d-3 of the Act, is 10,163, which constitutes
less than 0.1% of the outstanding shares of the Stock.
FOF
The aggregate number of shares of the Stock that FOF owns
beneficially, pursuant to Rule 13d-3 of the Act, is 5,418, which constitutes
less than 0.1% of the outstanding shares of the Stock.
Controlling Person
Because of its position as the sole general partner of each of Equity,
FOF and GenPar, and because of GenPar's position as the sole general partner of
each of TPG and TPGP, and because of the position of TPG and TPGP as the only
shareholders of Communication, the Controlling Person may, pursuant to Rule 13d-
3 of the Act, be deemed to be the beneficial owner of all 8,468,179 shares of
the Stock owned in the aggregate by the Reporting Persons, which constitutes
approximately 43.8% of the 19,320,468 shares of the Stock deemed outstanding
under Rule 13d-3(d)(1)(i).
To the best of the knowledge of each of the Item 2 Persons, other than as
set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(c)
Reporting Persons
TPG
Acting through its general partner, Genpar, TPG has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
7,509,017 shares of the Stock. In addition, in its capacity as one of two
stockholders of Communication, TPG has the shared power to vote or to direct the
vote and to dispose or to direct the disposition of 114,195 shares of the Stock.
TPGP
Acting through its general partner, GenPar, TPGP has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of an aggregate of 748,366 shares of the Stock. In addition, in its capacity as
one of two stockholders of Communication, TPGP has the shared power to vote or
to direct the vote and to dispose or to direct the disposition of 114,195 shares
of the Stock.
Communication
Communication has the sole power to vote or to direct the vote and to
dispose or to direct the disposition of an aggregate of 114,195 shares of the
Stock.
GenPar
Acting through its general partner, the Controlling Person, GenPar has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of an aggregate of 8,422,598 shares of the Stock, which includes
7,509,017 shares of the Stock owned by TPG and 748,366 shares of the Stock owned
by TPGP and 114,195 shares of the Stock owned by Communication, of which TPG and
TPGP are the two sole stockholders.
Equity
Acting through its general partner, the Controlling Person, Equity has
the sole power to vote or to direct the vote and to dispose or direct the
disposition of an aggregate of 10,163 shares of the Stock.
FOF
Acting through its sole general partner, the Controlling Person, FOF
has the sole power to vote or to direct the vote and to dispose or to direct the
disposition of an aggregate of 5,418 shares of the Stock.
Controlling Person
In its capacity as the sole general partner of each of Equity, FOF and
GenPar, and as a result of GenPar's position as the sole general partner of each
of TPG and TPGP, and as a result of TPG and TPGP being the only stockholders of
Communication, the Controlling Person has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of 8,438,179 shares of the
Stock.
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.
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 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 13d-1(k)(1)(iii). 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.
<PAGE>
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 14, 2000
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., general partner
By: TPG Advisors, Inc., general
partner
By: Richard A. Ekleberry,
Vice President
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P., general partner
By: TPG Advisors, Inc., general
partner
By: Richard A. Ekleberry,
Vice President
COMMUNICATION GENPAR, INC.
By: Richard A. Ekleberry,
Vice President
TPG GENPAR, L.P.
By: TPG Advisors, Inc., general partner
By: Richard A. Ekleberry,
Vice President
TPG EQUITY PARTNERS, L.P.,
By: TPG Advisors, Inc., general
partner
By: Richard A. Ekleberry,
Vice President
FOF PARTNERS, L.P.
By: TPG Advisors, Inc., general
partner
By: Richard A. Ekleberry,
Vice President
