SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)*
ON Semiconductor Corporation
----------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
0006821891
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(CUSIP Number)
December 31, 2000
-------------------------------------------------------
(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 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).
CUSIP No. 0006821891 13G Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Semiconductor Holdings LLC
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
124,999,433
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 124,999,433
8 SHARED DISPOSITIVE POWER
- 0 -
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,999,433
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
72.79%*
12 TYPE OF REPORTING PERSON
OO (Limited Liability Company)
SEE INSTRUCTIONS BEFORE FILLING OUT!
* Based on the total outstanding shares of Common Stock of 171,715,449 as of
September 30, 2000.
Item 1(a). Name of Issuer:
- --------- --------------
ON Semiconductor Corporation (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
- --------- -----------------------------------------------
ON Semiconductor Corporation
5005 E. McDowell Road
Phoenix, AZ 85008
Item 2(a). Name of Persons Filing:
- --------- ----------------------
Pursuant to Regulation 13DG of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby files this Schedule 13G Statement on behalf of TPG
Semiconductor Holdings LLC, a Delaware limited liability company (the "Reporting
Person"). Additionally, information is included herein with respect to TPG
Partners II, L.P., a Delaware limited partnership ("Partners"), TPG Parallel II,
L.P., a Delaware limited partnership ("Parallel"), TPG Investors II, L.P., a
Delaware limited partnership ("Investors"), TPG 1999 Equity Partners, L.P., a
Delaware limited partnership ("TPG 1999"), TPG GenPar II, L.P., a Delaware
limited partnership ("GenPar") and TPG Advisors II, Inc., a Delaware corporation
("Advisors" and, together with Partners, Parallel, Investors, TPG 1999 and
GenPar, the "Controlling Persons"). Because GenPar is the sole general partner
of each of Partners, Parallel and Investors, and because Advisors is the sole
general partner of GenPar and TPG 1999, and because Partners, Parallel,
Investors and TPG 1999 are members of the Reporting Person, the Controlling
Persons may be deemed, pursuant to Rule 13d3 of the Act, to be the beneficial
owners of all of the shares of Common Stock owned by the Reporting Person. The
Reporting Person and the Controlling Persons 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. A copy of the Joint Filing
Agreement of the Item 2 Persons is attached hereto as Exhibit 1.
Items 2(b)(c) Address of Principal Office or, if none, Residence; Citizenship
- ------------- ---------------------------------------------------------------
or Place of Organization:
- -------------------------
The address of the principal business office of all of the Item 2
Persons is as follows: 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
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
$0.01 of the Issuer (the "Common Stock").
Item 2(e). CUSIP Number:
- --------- ------------
The Cusip number of the Common Stock is 0006821891.
Item 3. If this statement is filed pursuant to Rules Section 240.13d1(b)
- ------ ---------------------------------------------------------------
or 240.13d2(b) or (c), check whether the person filing is a:
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(a) [ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 780).
(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. 80a8).
(e) [ ] An investment adviser in accordance with Section
240.13d1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d1(b)(1)(ii)(G);
(h) [ ] A savings association 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. 80a3);
(j) [ ] Group, in accordance withss. 240.13d1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d1(c), check this
box [ ]
Item 4. Ownership
- ------ ---------
Reporting Person
(a) Amount Beneficially Owned as of December 31, 2000: 124,999,433
(b) Percent of Class: 72.79%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 124,999,433
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
124,999,433
(iv) shared power to dispose or to direct the disposition of:
0
Partners
(a) Amount Beneficially Owned as of December 31, 2000: 124,999,433
(b) Percent of Class: 72.79%
(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: 124,999,433
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
124,999,433
Parallel
(a) Amount Beneficially Owned as of December 31, 2000: 124,999,433
(b) Percent of Class: 72.79%
(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: 124,999,433
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
124,999,433
Investors
(a) Amount Beneficially Owned as of December 31, 2000: 124,999,433
(b) Percent of Class: 72.79%
(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: 124,999,433
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
124,999,433
TPG 1999
(a) Amount Beneficially Owned as of December 31, 2000: 124,999,433
(b) Percent of Class: 72.79%
(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: 124,999,433
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
124,999,433
GenPar
(a) Amount Beneficially Owned as of December 31, 2000: 124,999,433
(b) Percent of Class: 72.79%
(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: 124,999,433
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
124,999,433
Advisors
(a) Amount Beneficially Owned as of December 31, 2000: 124,999,433
(b) Percent of Class: 72.79%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 124,999,433
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
124,999,433
(iv) shared power to dispose or to direct the disposition of:
0
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 [ ].
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 Common 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 13d1(d) and Rule 13d1(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
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 13, 2001
TPG SEMICONDUCTOR HOLDINGS LLC
By: /s/ Richard A. Ekleberry
---------------------------
Name: Richard A. Ekleberry
Title: Vice President
EXHIBIT 1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of February
13, 2001 among TPG Semiconductor Holdings LLC, a Delaware limited liability
company ("TPG Semiconductor"), TPG Partners II, L.P., a Delaware limited
partnership ("Partners"), TPG Parallel II, L.P., a Delaware limited partnership
("Parallel"), TPG Investors II, L.P., a Delaware limited partnership
("Investors"), TPG 1999 Equity Partners, L.P., a Delaware limited partnership
("TPG 1999"), TPG GenPar II, L.P., a Delaware limited partnership ("GenPar") and
TPG Advisors II, Inc., a Delaware corporation, ("Advisors").
W I T N E S S E T H
WHEREAS, as of the date hereof, each of TPG Semiconductor,
Partners, Parallel, Investors, TPG 1999, GenPar and Advisors is filing a
Schedule 13G under the Securities Exchange Act of 1934 (the "Exchange Act") with
respect to securities of ON Semiconductor Corporation (the "Schedule 13G");
WHEREAS, each of TPG Semiconductor, Partners, Parallel, Investors,
TPG 1999, GenPar and Advisors is individually eligible to file the Schedule 13G;
WHEREAS, each of TPG Semiconductor, Partners, Parallel, Investors,
TPG 1999, GenPar and Advisors wishes to file the Schedule 13G and any amendments
thereto jointly and on behalf of each of TPG Semiconductor, Partners, Parallel,
Investors, TPG 1999, GenPar and Advisors, pursuant to Rule 13d1(k)(1) under the
Exchange Act;
NOW, THEREFORE, in consideration of these premises and other good
and valuable consideration, the parties hereto agree as follows:
1. TPG Semiconductor, Partners, Parallel, Investors, TPG 1999,
GenPar and Advisors hereby agree that the Schedule 13G is, and any amendments
thereto will be, filed on behalf of each of TPG Semiconductor, Partners,
Parallel, Investors, TPG 1999, GenPar and Advisors pursuant to Rule
13d1(k)(1)(iii) under the Exchange Act.
2. Each of TPG Semiconductor, Partners, Parallel, Investors, TPG
1999, GenPar and Advisors hereby acknowledges that, pursuant to Rule
13d1(k)(1)(i) under the Exchange Act, it is responsible for the timely filing of
the Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning it contained therein, and is not
responsible for the completeness and accuracy of the information concerning any
of the other parties contained therein, unless it knows or has reason to know
that such information is inaccurate.
3. Each of TPG Semiconductor, Partners, Parallel, Investors, TPG
1999, GenPar and Advisors hereby agrees that this Agreement shall be filed as an
exhibit to the Schedule 13G, pursuant to Rule 13d1(k)(1)(iii) under the Exchange
Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed individually or by their respective directors hereunto duly authorized
as of the day and year first above written.
TPG Semiconductor Holdings LLC
By: /s/ Richard A. Ekleberry
-----------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG Partners II, L.P.
By: TPG GenPar II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Richard A. Ekleberry
-----------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG Parallel II, L.P.
By: TPG GenPar II, L.P.
By: TPG Advisors III, Inc.
By: /s/ Richard A. Ekleberry
-----------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG Investors II, L.P.
By: TPG GenPar II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Richard A. Ekleberry
------------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG 1999 Equity Partners, L.P.,
By: TPG Advisors II, Inc.
By: /s/ Richard A. Ekleberry
------------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG GenPar II, L.P.
By: TPG Advisors II, Inc.
By: /s/ Richard A. Ekleberry
------------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG Advisors II, Inc.
By: /s/ Richard A. Ekleberry
------------------------------------
Name: Richard A. Ekleberry
Title: Vice President