SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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 RULE 13d-2(b)
(Amendment No. 2)*
Paradyne Networks, Inc.
-----------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
69911G107
---------
(CUSIP Number)
December 31, 2004
-------------------------------------------------------
(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 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).
Page 1 of 11
CUSIP No. 69911G107 13G Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0- (1)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
8 SHARED DISPOSITIVE POWER
-0- (1)
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
0.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) In its capacity as one of two stockholders of Communication GenPar, Inc.
CUSIP No. 69911G107 13G Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0- (1)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
8 SHARED DISPOSITIVE POWER
-0- (1)
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
0.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) In its capacity as one of two stockholders of Communication GenPar, Inc.
CUSIP No. 69911G107 13G Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-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
0.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 69911G107 13G Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0- (1)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
8 SHARED DISPOSITIVE POWER
-0- (1)
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
0.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Includes the shares beneficially owned by TPG Partners, L.P. and TPG
Parallel I, L.P. for which TPG GenPar, L.P. is the sole general partner.
CUSIP No. 69911G107 13G Page 6 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-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
0.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 69911G107 13G Page 7 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
NUMBER OF -0-
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-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
0.0%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Paradyne Networks, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
Paradyne Networks, Inc.
8545 126th Avenue North
Largo, Florida 33773
Item 2(a). Name 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 Amendment No. 2 to Schedule 13G Statement on behalf
of TPG Partners, L.P., a Delaware limited partnership ("Partners"), TPG Parallel
I, L.P., a Delaware limited partnership ("Parallel"), 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" and together with Partners, Parallel, Communication, GenPar and Equity,
the "Reporting Persons"). Additionally, information is included herein with
respect to TPG Advisors, Inc., a Delaware corporation ("Advisors" or the
"Controlling Person"). Because GenPar is the sole general partner of each of
Partners and Parallel, and because Advisors is the sole general partner of
GenPar, Equity and FOF, and because Partners and Parallel are the only
shareholders of Communication, the Controlling Person may be deemed, pursuant to
Rule 13d-3 of the Act, to be the beneficial owner of all of the shares of Common
Stock owned by the Reporting Persons. 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. A copy of the Joint Filing Agreement of the Item 2 Persons is attached
as Exhibit 1 to Amendment No. 1 to Schedule 13G Statement.
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 Amendment No. 2 to Schedule 13G Statement relates to the
Common Stock, par value $0.01, per share of the Issuer (the "Common Stock").
Item 2(e). CUSIP Number:
The Cusip number of the Common Stock is 69911G107.
Item 3. If this statement is filed pursuant to Rules ss.ss. 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(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. 80a-8).
(e) [ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with ss. 240.13d-1(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. 80a-3);
(j) [ ] Group, in accordance with ss.
240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check
this box [ ]
Item 4. Ownership
Partners
(a) Amount Beneficially Owned as of December 31, 2004: -0-
(b) Percent of Class: 0.0%.
(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: -0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of: -0-
Parallel
(a) Amount Beneficially Owned as of December 31, 2004: -0-
(b) Percent of Class: 0.0%.
(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: -0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of: -0-
Communication
(a) Amount Beneficially Owned as of December 31, 2004: -0-
(b) Percent of Class: 0.0%.
(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: -0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of: -0-
GenPar
(a) Amount Beneficially Owned as of December 31, 2004: -0-
(b) Percent of Class: 0.0%.
(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: -0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of: -0-
Equity
(a) Amount Beneficially Owned as of December 31, 2004: -0-
(b) Percent of Class: 0.0%.
(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: -0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of: -0-
FOF
(a) Amount Beneficially Owned as of December 31, 2004: -0-
(b) Percent of Class: 0.0%.
(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: -0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(iv) shared power to dispose or to direct the disposition
of: -0-
Advisors
(a) Amount Beneficially Owned as of December 31, 2004: -0-
(b) Percent of Class: 0.0%.
(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: -0-
(iii) sole power to dispose or to direct the disposition of:
-0-
(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 [ X ].
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 Amendment No.2 to 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).
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 ____, 2005
TPG PARTNERS, L.P.
By: TPG GenPar, L.P.,
General Partner
By: TPG Advisors, Inc.,
General Partner
By: /s/ David A. Spuria
-------------------------------
Name: David A. Spuria
Title: Vice President
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P.,
General Partner
By: TPG Advisors, Inc.,
General Partner
By: /s/ David A. Spuria
-------------------------------
Name: David A. Spuria
Title: Vice President
COMMUNICATION GENPAR, INC.
By: /s/ David A. Spuria
-------------------------------
Name: David A. Spuria
Title: Vice President
TPG GENPAR, L.P.
By: TPG Advisors, Inc.,
General Partner
By: /s/ David A. Spuria
-------------------------------
Name: David A. Spuria
Title: Vice President
TPG EQUITY PARTNERS, L.P.
By: TPG Advisors, Inc.,
General Partner
By: /s/ David A. Spuria
-------------------------------
Name: David A. Spuria
Title: Vice President
FOF PARTNERS, L.P.
By: TPG Advisors, Inc.,
General Partner
By: /s/ David A. Spuria
-------------------------------
Name: David A. Spuria
Title: Vice President