UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Microtune, Inc.
---------------
(Name of Issuer)
Common Stock, $0.001 par value per share
----------------------------------------
(Title of Class of Securities)
59514P109
---------
(CUSIP Number)
October 4, 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 17 Pages
Exhibit Index: Page 13
SCHEDULE 13G
CUSIP No. 59514P109 Page 2 of 17 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
955,000
Number of
Shares 6 Shares Voting Power
Beneficially 0
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 955,000
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
955,000
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
1.78%
12 Type of Reporting Person (See Instructions)
PN: IV
SCHEDULE 13G
CUSIP No. 59514P109 Page 3 of 17 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 Shares Voting Power
Beneficially 2,881,400
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 0
8 Shared Dispositive Power
2,881,400
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,881,400
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.38%
12 Type of Reporting Person (See Instructions)
PN: IA
SCHEDULE 13G
CUSIP No. 59514P109 Page 4 of 17 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 Shares Voting Power
Beneficially 2,881,400
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 0
8 Shared Dispositive Power
2,881,400
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,881,400
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.38%
12 Type of Reporting Person (See Instructions)
CO: IA
SCHEDULE 13G
CUSIP No. 59514P109 Page 5 of 17 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
0
Number of
Shares 6 Shares Voting Power
Beneficially 3,016,579
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 0
8 Shared Dispositive Power
3,016,579
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,016,579
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.63%
12 Type of Reporting Person (See Instructions)
IN: IA
SCHEDULE 13G
CUSIP No. 59514P109 Page 6 of 17 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
0
Number of
Shares 6 Shares Voting Power
Beneficially 3,122,957
Owned by Each
Reporting 7 Shared Dispositive Power
Person With 0
8 Shared Dispositive Power
3,122,957
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,122,957
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
5.83%
12 Type of Reporting Person (See Instructions)
IN: IA
Page 7 of 17
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 or 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 17
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 October 14, 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 955,000 Shares held for its account.
(ii) Each of White Rock Management and White Rock, Inc. may be
deemed the beneficial owner of 2,881,400 Shares. This number consists of (1)
1,926,400 Shares held for the accounts of the White Rock Clients and (2) 955,000
Shares held for the account of White Rock Partners.
(iii) Thomas U. Barton may be deemed the beneficial owner of
3,016,579 Shares. This number consists of (1) 1,926,400 Shares held for the
accounts of the White Rock Clients, (2) 955,000 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
3,122,957 Shares. This number consists of (1) 1,926,400 Shares held for the
accounts of the White Rock Clients, (2) 955,000 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 1.78% 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 5.38% 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 5.63% 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 5.83% of the
total number of Shares outstanding.
Page 9 of 17
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: 955,000
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 955,000
(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: 2,881,400
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,881,400
White Rock, Inc.
----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,881,400
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,881,400
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: 2,881,400
(iii) Sole power to dispose or to direct the disposition of: 135,179
(iv) Shared power to dispose or to direct the disposition of: 2,881,400
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: 2,881,400
(iii) Sole power to dispose or to direct the disposition of: 241,557
(iv) Shared power to dispose or to direct the disposition of: 2,881,400
Page 10 of 17
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 family 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 or 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 or 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 and the
accounts of the partnerships and family trusts for which either Thomas U. Barton
or 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 17
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 17
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: October 15, 2002 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: October 15, 2002 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: October 15, 2002 WHITE ROCK CAPITAL (TX), INC.
By: /s/ Paula Storey
--------------------------------------------
Paula Storey
Attorney-in-Fact
Date: October 15, 2002 THOMAS U. BARTON
By: /s/ Paula Storey
--------------------------------------------
Paula Storey
Attorney-in-Fact
Date: October 15, 2002 JOSEPH U. BARTON
By: /s/ Paula Storey
--------------------------------------------
Paula Storey
Attorney-in-Fact
Page 13 of 17
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of October 15, 2002, by and
among White Rock Capital Partners, L.P., White Rock Capital
Management, L.P., White Rock Capital (TX), Inc., Thomas U.
Barton and Joseph U. Barton.................................. 14
B. Power of Attorney, dated January 31, 2000, granted by
Mr. Thomas U. Barton in favor of Paula Storey................ 15
C. Power of Attorney, dated January 31, 2000, granted by
Mr. Joseph U. Barton in favor of Paula Storey................ 16
D. Power of Attorney, dated January 31, 2000, granted by White
Rock Capital (TX), Inc., in favor of Paula Storey............ 17
Page 14 of 17
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the Common Stock of Microtune, Inc., dated as of October 15,
2002, is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934.
Date: October 15, 2002 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/ Paul Storey
-----------------------------------
Paula Storey
Attorney-in-Fact
Date: October 15, 2002 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: October 15, 2002 WHITE ROCK CAPITAL (TX), INC.
By: /s/ Paula Storey
-----------------------------------
Paula Storey
Attorney-in-Fact
Date: October 15, 2002 THOMAS U. BARTON
By:
/s/ Paula Storey
-----------------------------------
Paula Storey
Attorney-in-Fact
Date: October 15, 2002 JOSEPH U. BARTON
By: /s/ Paula Storey
-----------------------------------
Paula Storey
Attorney-in-Fact
Page 15 of 17
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, THOMAS U. BARTON, hereby make,
constitute and appoint PAULA STOREY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as President of, or in other capacities with
White Rock Capital (TX), Inc., all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating or ancillary
thereto, including but not limited to, all documents relating to filings with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including: (1) all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act including, without
limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and
any amendments thereto, (b) any joint filing agreements pursuant to Rule
13d-1(k) and (c) any initial statements of, or statements of changes in,
beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of
January 2000.
/s/ Thomas U. Barton
------------------------------------
THOMAS U. BARTON
Page 16 of 17
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOSEPH U. BARTON, hereby make,
constitute and appoint PAULA STOREY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity, or (b) in my capacity as Secretary or Treasurer of, or in other
capacities with White Rock Capital (TX), Inc., all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(k) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of
January 2000.
/s/ Joseph U. Barton
------------------------------------
JOSEPH U. BARTON
Page 17 of 17
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned White Rock Capital Inc., a
corporation organized and existing under the laws of the state of Texas (the
"Company"), hereby designates, constitutes and appoints PAULA STOREY, acting
individually, as its true and lawful agent and attorney-in-fact, to execute and
deliver, in the name and on behalf of the undersigned, all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(k) and (c) any initial statements
of, or statements of changes in, beneficial ownership of securities on Form 3,
Form 4 or Form 5 and (2) any information statements on Form 13F required to be
filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
IN WITNESS WHEREOF, this instrument is executed as of the 31st day of January
2000.
WHITE ROCK CAPITAL (TX), INC.
/s/ Thomas U. Barton
------------------------------------
Thomas U. Barton