UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SILICON GRAPHICS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
| 827056102 (CUSIP Number) |
DECEMBER 31, 2003
(Date of Event Which Requires Filing of this Statement)
| CUSIP No. 827056102 | 13G/A | Page 2 of 15 Pages |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Highfields Capital Management LP* |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
21,565,720 6. Shared Voting Power
0 7. Sole Dispositive Power
21,565,720 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
21,565,720 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9) 9.4 % |
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| 12. | Type of Reporting Person (See Instructions)
PN |
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| * | Shares owned and percentage calculations include shares which may be acquired upon conversion of 6.50% Senior Secured Convertible Notes due 2009. |
| CUSIP No. 827056102 | 13G/A | Page 3 of 15 Pages |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Highfields GP LLC* |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
21,565,720 6. Shared Voting Power
0 7. Sole Dispositive Power
21,565,720 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
21,565,720 |
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| 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)
9.4% |
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| 12. | Type of Reporting Person (See Instructions)
OO |
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| * | Shares owned and percentage calculations include shares which may be acquired upon conversion of 6.50% Senior Secured Convertible Notes due 2009. |
| CUSIP No. 827056102 | 13G/A | Page 4 of 15 Pages |
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Highfields Associates LLC* |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
17,213,872 6. Shared Voting Power
0 7. Sole Dispositive Power
17,213,872 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
17,213,872 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
7.5% |
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| 12. | Type of Reporting Person
OO |
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| * | Shares owned and percentage calculations include shares which may be acquired upon conversion of 6.50% Senior Secured Convertible Notes due 2009. |
| CUSIP No. 827056102 | 13G/A | Page 5 of 15 Pages |
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Jonathon S. Jacobson* |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Unites States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
21,565,720 6. Shared Voting Power
0 7. Sole Dispositive Power
21,565,720 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
21,565,720 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
9.4% |
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| 12. | Type of Reporting Person
IN |
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| * | Shares owned and percentage calculations include shares which may be acquired upon conversion of 6.50% Senior Secured Convertible Notes due 2009. |
| CUSIP No. 827056102 |
13G/A | Page 6 of 15 Pages |
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Richard L. Grubman* |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
21,565,720 6. Shared Voting Power
0 7. Sole Dispositive Power
21,565,720 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
21,565,720 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
9.4% |
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| 12. | Type of Reporting Person
IN |
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| * | Shares owned and percentage calculations include shares which may be acquired upon conversion of 6.50% Senior Secured Convertible Notes due 2009. |
| CUSIP No. 827056102 |
13G/A | Page 7 of 15 Pages |
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Highfields Capital Ltd. |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Cayman Islands, B.W.I |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
4,351,848 6. Shared Voting Power
0 7. Sole Dispositive Power
4,351,848 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,351,848 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
2.0% |
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| 12. | Type of Reporting Person
PN |
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7
| CUSIP No. 827056102 |
13G/A | Page 8 of 15 Pages |
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Highfields Capital II LP* |
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| 2. | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
11,842,265 6. Shared Voting Power
0 7. Sole Dispositive Power
11,842,265 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
11,842,265 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
|||
| 11. | Percent of Class Represented by Amount in Row (9)
5.3% |
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| 12. | Type of Reporting Person
PN |
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| * | Shares owned and percentage calculations include shares which may be acquired upon conversion of 6.50% Senior Secured Convertible Notes due 2009. |
8
| CUSIP No. 827056102 | 13G/A | Page 9 of 15 Pages |
| Item 1. |
(a) |
Name of Issuer: | ||||||||||
| Silicon Graphics, Inc. | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices:
1600 Amphitheatre Parkway, Mountain View, California 94043 |
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| Item 2. |
(a) |
Name of Person Filing: | ||||||||||
| This statement is being filed by the following persons with respect to the shares of Common Stock of the Issuer directly owned by Highfields Capital I LP, Highfields Capital II LP and Highfields Capital Ltd. (collectively, the “Funds”): | ||||||||||||
| (i) | Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds; | |||||||||||
| (ii) | Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management; | |||||||||||
| (iii) | Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of Highfields Capital I LP and Highfields Capital II LP; | |||||||||||
| (iv) | Jonathon S. Jacobson, a Managing Member of Highfields GP; and |
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| (v) | Richard L. Grubman, a Managing Member of Highfields GP. | |||||||||||
| This statement is also being filed by Highfields Capital Ltd., an exempted limited company organized under the laws of the Cayman Islands, B.W.I., with respect to the shares of Common Stock of the Issuer owned by Highfields Capital Ltd. (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman); and Highfields Capital II LP, a Delaware limited partnership, with respect to the shares of Common Stock of the Issuer owned by Highfields Capital II LP (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman). | ||||||||||||
| Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields Capital Ltd. and Highfields Capital II LP are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” | ||||||||||||
| CUSIP No. 827056102 | 13G/A | Page 10 of 15 Pages |
| (b) |
Address of Principal Business Office or, if None, Residence: | |||||||||||
| Address for Highfields Capital Management, Highfields GP, Highfields | ||||||||||||
| Associates, Mr. Jacobson, Mr. Grubman and Highfields Capital II LP: | ||||||||||||
| c/o Highfields Capital Management | ||||||||||||
| 200 Clarendon Street, 51st Floor | ||||||||||||
| Boston, Massachusetts 02116 | ||||||||||||
| Address for Highfields Capital Ltd.: | ||||||||||||
| c/o Goldman Sachs (Cayman) Trust, Limited | ||||||||||||
| Harbour Centre, Second Floor | ||||||||||||
| George Town, Grand Cayman | ||||||||||||
| Cayman Islands, B.W.I. | ||||||||||||
| (c) |
Citizenship: | |||||||||||
| Highfields Capital Management – Delaware | ||||||||||||
| Highfields GP – Delaware | ||||||||||||
| Highfields Associates – Delaware | ||||||||||||
| Jonathon S. Jacobson – United States | ||||||||||||
| Richard L. Grubman – United States | ||||||||||||
| Highfields Capital Ltd. – Cayman Islands, B.W.I. | ||||||||||||
| Highfields Capital II LP – Delaware | ||||||||||||
| (d) |
Title of Class of Securities: | |||||||||||
| Common Stock, par value $.001 per share | ||||||||||||
| (e) |
CUSIP Number: | |||||||||||
| 827056102 | ||||||||||||
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||||||||||
| (a) |
¨ | Broker or dealer registered under Section 15 of the Exchange Act. | ||||||||||
| (b) |
¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||||||||||
| (c) |
¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
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| (d) |
¨ | Investment company registered under Section 8 of the Investment Company Act. |
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| . |
| CUSIP No. 827056102 | 13G/A | Page 11 of 15 Pages |
| (e) |
¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||||||||
| (f) |
¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||||||
| (g) |
¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||||||||||
| (h) |
¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||||||||
| (i) |
¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||||||||||
| (j) |
¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
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| Item 4. |
Ownership. | |||||||||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||||||||||
| For Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman: | ||||||||||||
| (a) | Amount beneficially owned: 21,565,720 shares of Common Stock | |||||||||||
| (b) | Percent of class: 9.4% | |||||||||||
| (c) | Number of shares as to which such person has: | |||||||||||
| (i) | Sole power to vote or to direct the vote: 21,565,720 | |||||||||||
| (ii) | Shared power to vote or to direct the vote: 0 | |||||||||||
| (iii) | Sole power to dispose or to direct the disposition of: 21,565,720 | |||||||||||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | |||||||||||
| For Highfields Associates LLC: | ||||||||||||
| (a) | Amount beneficially owned: 17,213,872 shares of Common Stock | |||||||||||
| (b) | Percent of class: 7.5% | |||||||||||
| (c) | Number of shares as to which such person has | |||||||||||
| (i) | Sole power to vote or to direct the vote: 17,213,872 | |||||||||||
| ` |
(ii) | Shared power to vote or to direct the vote: 0 | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of: 17,213,872 | |||||||||||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | |||||||||||
| For Highfields Capital II LP: | ||||||||||||
| (a) | Amount beneficially owned: 11,842,265 shares of Common Stock | |||||||||||
| (b) | Percent of class: 5.3% | |||||||||||
| (c) | Number of shares as to which such person has: | |||||||||||
| CUSIP No. 827056102 | 13G/A | Page 12 of 15 Pages |
| (i) | Sole power to vote or to direct the vote: 11,842,265 | |||||||||
| (ii) | Shared power to vote or to direct the vote: 0 | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of: 11,842,265 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | |||||||||
| For Highfields Capital Ltd.: |
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| (a) | Amount beneficially owned: 4,351,848 shares of Common Stock | |||||||||
| (b) | Percent of class: 2.0% | |||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote: 4,351,848 | |||||||||
| (ii) | Shared power to vote or to direct the vote: 0 | |||||||||
| (iii) | Sole power to dispose or to direct the disposition of: 4,351,848 | |||||||||
| (iv) | Shared power to dispose or to direct the disposition of: 0 | |||||||||
| Item 5. |
Ownership of Five Percent or Less of a Class.
Not applicable. |
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
The shares beneficially owned by Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman are owned by the Funds. The shares beneficially owned by Highfields Associates are owned by Highfields Capital I LP and Highfields Capital II LP. Highfields Ltd. owns 2.0% of the shares; Highfields Capital II LP beneficially owns 5.3% of the shares and Highfields Capital I LP owns less than 5% of the shares. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares owned by the Funds. Highfields Associates has the power to direct the dividends from or the proceeds of the sale of the shares owned by Highfields Capital I LP and Highfields Capital II LP. |
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| CUSIP No. 827056102 | 13G/A | Page 13 of 15 Pages |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable. |
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| Item 8. |
Identification and Classification of Members of the Group. | |||||||||
| Not applicable. | ||||||||||
| Item 9. |
Notice of Dissolution of Group. | |||||||||
| Not applicable. | ||||||||||
| Item 10. |
Certification. | |||||||||
| By signing below I certify that, to the best of my 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. | ||||||||||
| CUSIP No. 827056102 | 13G/A | Page 14 of 15 Pages |
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.
| February 17, 2004 |
| Date |
| HIGHFIELDS CAPITAL MANAGEMENT LP
By: Highfields GP LLC, its General Partner |
| /s/ Kenneth H. Colburn Signature |
| Kenneth H. Colburn, Authorized Signatory Name/Title |
| HIGHFIELDS GP LLC |
| /s/ Kenneth H. Colburn Signature |
| Kenneth H. Colburn, Authorized Signatory Name/Title |
| HIGHFIELDS ASSOCIATES LLC |
| /s/ Kenneth H. Colburn Signature |
| Kenneth H. Colburn, Authorized Signatory Name/Title |
| JONATHON S. JACOBSON |
| /s/ Kenneth H. Colburn Signature |
| Kenneth H. Colburn, Authorized Signatory Name/Title |
| CUSIP No. 827056102 | 13G/A | Page 15 of 15 Pages |
| RICHARD L. GRUBMAN |
| /s/ Kenneth H. Colburn Signature |
| Kenneth H. Colburn, Authorized Signatory Name/Title |
| HIGHFIELDS CAPITAL LTD.
By: Highfields Capital Management LP, its Investment Manager
By: Highfields GP LLC, its General Partner |
| /s/ Kenneth H. Colburn Signature |
| Kenneth H. Colburn, Authorized Signatory Name/Title |
| HIGHFIELDS CAPITAL II LP
By: Highfields Associates LLC, its General Partner |
| /s/ Kenneth H. Colburn Signature |
| Kenneth H. Colburn, Authorized Signatory Name/Title |