-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0L5inkuYlr7tkz7WVH0iO5kXRiYmy3BEudc483aO9cK2VN1AzAxGVAcGexCli/r ll4yIdwsoU2njtjN2n/tiA== 0000893750-08-000570.txt : 20081030 0000893750-08-000570.hdr.sgml : 20081030 20081030130759 ACCESSION NUMBER: 0000893750-08-000570 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081030 DATE AS OF CHANGE: 20081030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER LAKE INVESTORS LP CENTRAL INDEX KEY: 0001099154 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2725 SAND HILL RD STREET 2: STE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6502338120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THOMSON CENTRAL INDEX KEY: 0001080259 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58081 FILM NUMBER: 081150261 BUSINESS ADDRESS: STREET 1: 46 QUAI A LE GALLO STREET 2: 92100 CITY: BOULOGNEFRANCE STATE: I0 ZIP: 92100 BUSINESS PHONE: 0000000000 MAIL ADDRESS: STREET 1: 46 QUAI A LE GALLO CITY: BOULOGNE FRANCE STATE: I0 ZIP: 92100 FORMER COMPANY: FORMER CONFORMED NAME: THOMSON MULTIMEDIA DATE OF NAME CHANGE: 19990222 SC 13D/A 1 thomsonsch13d.htm Schedule 13D

CUSIP No.  885118109

 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)


THOMSON S.A.

(Name of Issuer)

Common Stock, nominal value €3.75 per share, and

American Depositary Shares, each representing one share of Common Stock

(Title of Class of Securities)

885118109

(CUSIP Number)

Alan Austin

c/o Silver Lake Partners, L.P.
2775 Sand Hill Road, Suite 100

Menlo Park, CA  94025

(650) 233-8120

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 22, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.     [___]

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*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).



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1.

Names of Reporting Persons

SLP I TSA, L.L.C.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  







1 See Item 5 below.






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1.

Names of Reporting Persons

Silver Lake Partners II, L.P.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  

1 See Item 5 below.





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1.

Names of Reporting Persons

Silver Lake Partners TSA, L.P.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  


1See Item 5 below.





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1.

Names of Reporting Persons

SLP II TSA, L.L.C.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  


1See Item 5 below.





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1.

Names of Reporting Persons

Silver Lake Partners II TSA, L.P.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  


1See Item 5 below.






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1.

Names of Reporting Persons

Silver Lake Technology Associates II, L.L.C.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  



1See Item 5 below.






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1.

Names of Reporting Persons

SLP AFL TSA, L.L.C.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  


1 See Item 5 below.






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1.

Names of Reporting Persons

Silver Lake Investors, L.P.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  


1 See Item 5 below.






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1.

Names of Reporting Persons

Silver Lake Technology Associates, L.L.C.


I.R.S. Identification Nos. of above persons (entities only)

Not required.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[X]

(b)

[__]

3.

SEC Use Only


4.

Source of Funds (See Instructions)

OO

5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

[__]

6.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially Owned by

Each

Reporting

Person

With

7.

Sole Voting Power

01

8.

Shared Voting Power

0

9.

Sole Dispositive Power

01

10.

Shared Dispositive Power

0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

01

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[__]

13.

Percent of Class Represented by Amount in Row (11)

0%1

14.

Type of Reporting Person (See Instructions)

OO  



1See Item 5 below.





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This Amendment amends and supplements the statement on Schedule 13D, originally filed with the Securities and Exchange Commission (the “SEC”) on January 30, 2006, as amended by Amendment No. 1 thereto filed with the SEC on May 4, 2006 (the “Schedule 13D”) by SLP I TSA, L.L.C., SLP II TSA, L.L.C., SLP AFL TSA, L.L.C., Silver Lake Partners II, L.P., Silver Lake Partners TSA, L.P., Silver Lake Partners II TSA, L.P., Silver Lake Investors, L.P., Silver Lake Technology Associates, L.L.C., and Silver Lake Technology Associates II, L.L.C. (collectively, the “SLP Entities” or the “Reporting Persons”), with respect to the Common Stock, nominal value EUR 3.75 per share, and American Depositary Shares, each representing one share of Common Stock, of Thomson S.A., a société anonyme organized under the laws of the Republic of France (“Thomson” or the “Issuer”) (su ch shares, whether in the form of Common Stock or American Depositary Shares, “Thomson Shares”).  Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D.  Unless otherwise indicated herein, terms used but not defined in this Amendment shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D.  

Item 4.

Purpose of Transaction.

Pursuant to a written redemption notice delivered to the Issuer by certain of the SLP Entities on September 16, 2008, the 3.0% Convertible/Exchangeable Junior Subordinated Bonds Due 2010 of Thomson were redeemed for an aggregate cash consideration (inclusive of accrued interest) of $503,499,436.08 on September 22, 2008.  Immediately following the redemption, the Reporting Persons ceased to beneficially own any Thompson Shares.  

Item 5.

Interest in Securities of the Issuer.

   (a) and (b)  The information contained on the cover pages and in Item 4 of this Amendment is incorporated herein by reference.  

   (c)  The information contained in Item 4 of this Amendment is incorporated herein by reference.  

   (e)  Immediately following the redemption on September 22, 2008, the Reporting Persons ceased to beneficially own any Thompson Shares.  





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Signatures

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED:

October 29, 2008

SLP I TSA, L.L.C.


By:

SILVER LAKE PARTNERS TSA, L.P., its Managing Member


By:

SILVER LAKE TECHNOLOGY ASSOCIATES, L.L.C., its General Partner



By:           /s/ Alan K. Austin                  

Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President



SILVER LAKE PARTNERS TSA, L.P.


By:

SILVER LAKE TECHNOLOGY ASSOCIATES, L.L.C., its General Partner



By:           /s/ Alan K. Austin                  

Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President







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SLP II TSA, L.L.C.


By:

SILVER LAKE PARTNERS II TSA, L.P., its Managing Member


By:

SILVER LAKE TECHNOLOGY ASSOCIATES II, L.L.C., its General Partner



By:           /s/ Alan K. Austin                  

Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President



SILVER LAKE PARTNERS II, L.P.


By:

SILVER LAKE TECHNOLOGY ASSOCIATES II, L.L.C., its General Partner



By:           /s/ Alan K. Austin                  

Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President



SILVER LAKE PARTNERS II TSA, L.P.


By:

SILVER LAKE TECHNOLOGY ASSOCIATES II, L.L.C., its General Partner



By:           /s/ Alan K. Austin                  

Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President





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SILVER LAKE TECHNOLOGY ASSOCIATES II, L.L.C.



By:           /s/ Alan K. Austin                  

Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President



SLP AFL TSA, L.L.C.


By:

SILVER LAKE INVESTORS, L.P., its Managing Member


By:

SILVER LAKE TECHNOLOGY ASSOCIATES, L.L.C., its General Partner



By:           /s/ Alan K. Austin                  

Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President



SILVER LAKE INVESTORS, L.P.


By:

SILVER LAKE TECHNOLOGY ASSOCIATES, L.L.C., its General Partner



By:           /s/ Alan K. Austin                  

Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President



SILVER LAKE TECHNOLOGY ASSOCIATES, L.L.C.



By:          /s/ Alan K. Austin                  





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Name:  Alan K. Austin

Title:  Managing Director and

      Executive Vice President






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