UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Microtune, Inc.
---------------
(Name of Issuer)
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class of Securities)
59514P109
---------
(CUSIP Number)
December 31, 2002
-----------------
(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)
*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 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).
Continued on following pages
Page 1 of 12 Pages
Schedule 13G
CUSIP No. 59514P109 Page 2 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
WHITE ROCK CAPITAL PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Texas
5 Sole Voting Power
977,500
Number of
Shares 6 Shared Voting Power
Beneficially 0
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 977,500
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
977,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ X ]
11 Percent of Class Represented By Amount in Row (9)
1.97%
12 Type of Reporting Person (See Instructions)
PN: IV
Schedule 13G
CUSIP No. 59514P109 Page 3 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
WHITE ROCK CAPITAL MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Texas
5 Sole Voting Power
0
Number of
Shares 6 Shared Voting Power
Beneficially 2,908,900
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 0
8 Shared Dispositive Power
2,908,900
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,908,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ X ]
11 Percent of Class Represented By Amount in Row (9)
5.86%
12 Type of Reporting Person (See Instructions)
PN: IA
Schedule 13G
CUSIP No. 59514P109 Page 4 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
WHITE ROCK CAPITAL (TX), INC.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
Texas
5 Sole Voting Power
0
Number of
Shares 6 Shared Voting Power
Beneficially 2,908,900
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 0
8 Shared Dispositive Power
2,908,900
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,908,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ X ]
11 Percent of Class Represented By Amount in Row (9)
5.86%
12 Type of Reporting Person (See Instructions)
CO: IA
Schedule 13G
CUSIP No. 59514P109 Page 5 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
THOMAS U. BARTON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
135,179
Number of
Shares 6 Shared Voting Power
Beneficially 2,908,900
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 135,179
8 Shared Dispositive Power
2,908,900
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,044,079
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ X ]
11 Percent of Class Represented By Amount in Row (9)
6.13%
12 Type of Reporting Person (See Instructions)
IN: IA
Schedule 13G
CUSIP No. 59514P109 Page 6 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
JOSEPH U. BARTON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
United States
5 Sole Voting Power
241,557
Number of
Shares 6 Shared Voting Power
Beneficially 2,908,900
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 241,557
8 Shared Dispositive Power
2,908,900
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,150,457
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ X ]
11 Percent of Class Represented By Amount in Row (9)
6.35%
12 Type of Reporting Person (See Instructions)
IN: IA
Page 7 of 12 Pages
Item 1(a) Name of Issuer:
Microtune, Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
2201 10th Street, Plano, Texas 75074
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) White Rock Capital Partners, L.P., a Texas limited
partnership ("White Rock Partners"),
(ii) White Rock Capital Management, L.P., a Texas limited
partnership ("White Rock Management"),
(iii)White Rock Capital (TX), Inc., a Texas corporation ("White
Rock, Inc."),
(iv) Thomas U. Barton; and
(v) Joseph U. Barton.
This Statement relates to Shares that were acquired by White Rock
Management on behalf of certain institutional clients (the "White Rock
Clients"). This Statement also relates to Shares held for the account of White
Rock Partners, and certain partnerships and family trusts for which either
Thomas U. Barton and Joseph U. Barton serve as the general partner and trustee,
respectively. The general partner of White Rock Partners is White Rock
Management, the general partner of which is White Rock, Inc. Thomas U. Barton
and Joseph U. Barton are the shareholders of White Rock, Inc.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of White Rock
Partners, White Rock Management, White Rock, Inc., Thomas U. Barton and Joseph
U. Barton is 3131 Turtle Creek Boulevard, Suite 800, Dallas, Texas 75219.
Item 2(c) Citizenship:
(i) White Rock Partners is a Texas limited partnership;
(ii) White Rock Management is a Texas limited partnership;
(iii) White Rock, Inc. is a Texas corporation;
(iv) Thomas U. Barton is a United States citizen; and
(v) Joseph U. Barton is a United States citizen.
Page 8 of 12 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value per share (the "Shares").
Item 2(e) CUSIP Number:
59514P109
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2002, each of the Reporting Persons may be
deemed the beneficial owner of the following number of Shares:
(i) White Rock Partners may be deemed to be the beneficial owner
of the 977,500 Shares held for its account.
(ii) Each of White Rock Management and White Rock, Inc. may be
deemed the beneficial owner of 2,908,900 Shares. This number consists of (1)
1,931,400 Shares held for the accounts of the White Rock Clients, and (2)
977,500 Shares held for the account of White Rock Partners.
(iii) Thomas U. Barton may be deemed the beneficial owner of
3,044,079 Shares. This number consists of (1) 1,931,400 Shares held for the
accounts of the White Rock Clients, (2) 977,500 Shares held for the account of
White Rock Partners, (3) 55,000 Shares held for the account of a partnership for
which Thomas U. Barton serves as the general partner, and (4) 80,179 Shares held
for the account of a family trust for which Thomas U. Barton serves as the
trustee.
(iv) Joseph U. Barton may be deemed the beneficial owner of
3,150,457 Shares. This number consists of (1) 1,931,400 Shares held for the
accounts of the White Rock Clients, (2) 977,500 Shares held for the account of
White Rock Partners, (3) 158,457 Shares held for the account of a partnership
for which Joseph U. Barton serves as the general partner, and (4) 83,100 Shares
held for the account of certain family trusts for which Joseph U. Barton serves
as the trustee.
Item 4(b) Percent of Class:
(i) The number of Shares of which White Rock Partners may be
deemed to be the beneficial owner constitutes approximately 1.97% of the total
number of Shares outstanding.
(ii) The number of Shares of which each of White Rock Management
and White Rock, Inc. may be deemed to be the beneficial owner constitutes
approximately 5.86% of the total number of Shares outstanding.
(iii) The number of Shares of which Thomas U. Barton may be
deemed to be the beneficial owner constitutes approximately 6.13% of the total
number of Shares outstanding.
(iv) The number of Shares of which each of Joseph U. Barton may
be deemed to be the beneficial owner constitutes approximately 6.35% of the
total number of Shares outstanding.
Page 9 of 12 Pages
Item 4(c) Number of shares as to which the person has:
White Rock Partners
-------------------
(i) Sole power to vote or to direct the vote: 977,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 977,500
(iv) Shared power to dispose or to direct the disposition of: 0
White Rock Management
---------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,908,900
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,908,900
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,908,900
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,908,900
Thomas U. Barton
----------------
(i) Sole power to vote or to direct the vote: 135,179
(ii) Shared power to vote or to direct the vote: 2,908,900
(iii) Sole power to dispose or to direct the disposition of: 135,179
(iv) Shared power to dispose or to direct the disposition of: 2,908,900
Joseph U. Barton
----------------
(i) Sole power to vote or to direct the vote: 241,557
(ii) Shared power to vote or to direct the vote: 2,908,900
(iii) Sole power to dispose or to direct the disposition of: 241,557
(iv) Shared power to dispose or to direct the disposition of: 2,908,900
Page 10 of 12 Pages
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The partners of White Rock Partners have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(ii) The shareholders or partners of each of the White Rock
Clients have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares held by the respective White Rock Client
in accordance with their partnership or ownership interests in the respective
White Rock Client.
(iii) The partners of the partnership for which Thomas U. Barton
serves as general partner have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the securities held for such
partnership in accordance with their partnership interests in the partnership.
The family trust for which Thomas U. Barton serves as trustee has the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of such trust.
(iv) The partners of the partnership for which Joseph U. Barton
serves as general partner have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the securities held for such
partnership in accordance with their partnership interests in the partnership.
The family trusts for which Joseph U. Barton serves as trustee have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held for the account of such trusts.
White Rock Partners expressly disclaims beneficial ownership of
any Shares held for the account of the White Rock Clients, and the accounts of
the partnerships and family trusts for which either Thomas U. Barton and Joseph
U. Barton serve as general partner and trustee, respectively. The White Rock
Clients expressly disclaim beneficial ownership of any Shares held for the
account of White Rock Partners, and the accounts of the partnerships and family
trusts for which either Thomas U. Barton and Joseph U. Barton serve as general
partner and trustee, respectively. Each of White Rock Management and White Rock,
Inc. expressly disclaims beneficial ownership of any Shares held for the
accounts of the partnerships and family trusts for which either Thomas U. Barton
and Joseph U. Barton serve as general partner and trustee, respectively. Thomas
U. Barton expressly disclaims beneficial ownership of any Shares held for the
accounts of the partnership and family trusts for which Joseph U. Barton serves
as general partner and trustee, respectively. Joseph U. Barton expressly
disclaims beneficial ownership of any Shares held for the accounts of the
partnership and family trust for which Thomas U. Barton serves as general
partner and trustee, respectively.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Page 11 of 12 Pages
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/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 are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 12 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 13, 2003 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital (TX), Inc.
Its General Partner
By: /s/ Paula Storey
------------------------------
Paula Storey
Attorney-in-Fact
Date: February 13, 2003 WHITE ROCK CAPITAL MANAGEMENT, L.P.
By: White Rock Capital (TX), Inc.
Its General Partner
By: /s/ Paula Storey
------------------------------
Paula Storey
Attorney-in-Fact
Date: February 13, 2003 WHITE ROCK CAPITAL (TX), INC.
By: /s/ Paula Storey
--------------------------------------
Paula Storey
Attorney-in-Fact
Date: February 13, 2003 THOMAS U. BARTON
By: /s/ Paula Storey
--------------------------------------
Paula Storey
Attorney-in-Fact
Date: February 13, 2003 JOSEPH U. BARTON
By: /s/ Paula Storey
--------------------------------------
Paula Storey
Attorney-in-Fact