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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
________________
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-
1(b), (c)AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. _____________)*
DSP Communications, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
23332K106
(CUSIP Number)
October 12, 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)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* 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 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).
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Schedule 13G PAGE 2 OF 11
CUSIP No. 23332K106
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Penta Investment Advisers Limited
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,242,000
OWNED BY ---------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,242,000
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,242,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ] .
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.5%
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(12) TYPE OF REPORTING PERSON
OO and IA
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Schedule 13G PAGE 3 OF 11
CUSIP No. 23332K106
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Penta Japan Domestic Partners, L.P.
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
594,575
OWNED BY ---------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 0
--------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
594,575
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
594,575
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.4%
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(12) TYPE OF REPORTING PERSON
PN
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Schedule 13G PAGE 4 OF 11
CUSIP No. 23332K106
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Penta Investment Management, LLC
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
594,575
OWNED BY ---------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
594,575
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
594,575
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
1.4%
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(12) TYPE OF REPORTING PERSON
OO and IA
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Schedule 13G PAGE 5 OF 11
CUSIP No. 23332K106
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Zwaanstra
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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) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ---------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
2,242,000
OWNED BY ---------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ---------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
2,242,000
- ------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,242,000
- ------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.5%
- ------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
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Schedule 13G PAGE 6 OF 11
CUSIP No. 23332K106
ITEM 1(a). NAME OF ISSUER:
DSP Communications, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
20300 Stevens Creek Blvd., Suite 465, Cupertino, CA 95014
ITEM 2(a). NAME OF PERSON FILING:
Penta Investment Advisers Limited ("PIA"), Penta Japan Domestic
Partners, L.P. ("PJD"), Penta Investment Management, LLC ("PIM") and John
Zwaanstra (collectively the "Reporting Persons").
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
The business address of PIA is P.O. Box 896 G.T., Harbour Centre, Second
Floor, North Church Street, George Town, Grand Cayman, Cayman Islands, B.W.I.
The business address of PJD and PIM is 666-668 Greenwich Street, Suite 235,
New York, NY 10014. The business address of John Zwaanstra is TTS Minami
Aoyama Building, 5th Floor, 6-12-1 Minami, Aoyama Minato-Ku, Tokyo 107, Japan.
ITEM 2(c). CITIZENSHIP:
PIA is an International Business Company incorporated in the British
Virgin Islands. PJD is a Delaware limited partnership and PIM is a Delaware
limited liability company. John Zwaanstra is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share.
ITEM 2(e). CUSIP NUMBER:
23332K106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
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 of 1940
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d-
1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule 13d-
1(b)(1)(ii)(F)
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Schedule 13G PAGE 7 OF 11
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS BOX.
[x]
ITEM 4. OWNERSHIP.
A. PIA
(a) Amount beneficially owned: 2,242,000
(b) Percent of class: 5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
2,242,000
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition
of 2,242,000
B. PJD
(a) Amount beneficially owned: 594,575
(b) Percent of class: 1.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
594,575
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition
of 594,575
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Schedule 13G PAGE 8 OF 11
C. PIM
(a) Amount beneficially owned: 594,575
(b) Percent of class: 1.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
594,575
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition
of 594,575
D. John Zwaanstra
(a) Amount beneficially owned: 2,242,000
(b) Percent of class: 5.5%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
2,242,000
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition
of 2,242,000
All percentages herein are based on 41,032,000 shares of Common
Stock reported to be outstanding as of August 5, 1999, as reflected in the
Company's quarterly report on Form 10-Q filed with the Securities and Exchange
Commission by the Company for the quarter ended June 30, 1999.
PIM owns directly no shares of Common Stock. By reason of the
provisions of Rule 13d-3 promulgated under the Securities Exchange Act of 1934
(the "Act"), PIM may be deemed to own beneficially the shares owned by PJD.
PIA owns directly no shares of Common Stock. By reason of the provisions of
Rule 13d-3 promulgated under the Act, PIA may be deemed to own beneficially
the shares of Common Stock owned by PJD, the 1,217,435 shares of Common Stock
owned by Penta Master Fund, Ltd., a British Virgin Islands International
Business Company for which PIA serves as investment adviser and 429,990 shares
owned by managed accounts for which PIA serves as investment manager. Mr.
Zwaanstra, owns directly no shares of Common Stock. By reason of the
provisions of Rule 13d-3 promulgated under the Act, as the managing member of
PIM and principal of PIA, Mr. Zwaanstra may be deemed to own beneficially the
shares of Common Stock owned by PJD, the 1,217,435 shares of Common Stock
owned by Penta Master Fund, Ltd., and 429,990 shares owned by managed
accounts.
The above amounts and the foregoing discussion reflect the number of
shares of Common Stock owned by the Reporting Persons as of October 12, 1999.
Subsequently, the Reporting Persons sold a number of Shares of Common Stock,
and as of October 21, 1999, the Reporting Persons beneficially owned in the
aggregate 1,041,000 shares of Common Stock being equal to 2.5% of the class.
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].
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Schedule 13G PAGE 9 OF 11
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
To the knowledge of the Reporting Persons, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities referred to herein.
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.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
By signing below each Reporting Person certifies that, to the best
of its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and not held in connection with or as a participant in any transaction having
that purpose or effect.
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Schedule 13G PAGE 10 OF 11
SIGNATURES
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: October 22, 1999 _/s/ John Zwaanstra____________________
JOHN ZWAANSTRA, individually,
as sole director of PENTA INVESTMENT
ADVISERS LIMITED and as managing member
of PENTA INVESTMENT MANAGEMENT, LLC, for
itself and as general partner of PENTA
JAPAN DOMESTIC PARTNERS, L.P.
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Schedule 13G PAGE 11 OF 11
EXHIBIT 1
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(f)(1)(iii)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint filing statements. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
DATED: October 22, 1999 _/s/ John Zwaanstra_____________________
JOHN ZWAANSTRA, individually,
as sole director of PENTA INVESTMENT
ADVISERS LIMITED, and as managing member
of PENTA INVESTMENT MANAGEMENT, LLC, for
itself and as general partner of PENTA
JAPAN DOMESTIC PARTNERS, L.P.
