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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Phoenix Technologies Ltd
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(Name of Issuer)
Common
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(Title of Class of Securities)
719153 10 8
---------------------------------------------------------------
(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] 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 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).
CUSIP No. 719153 10 8
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) U.S. Trust Corporation* 13-2927955
(b) United States Trust Company of New York 13-5459866
(c) U.S. Trust Company, N.A. #95-4311476
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3. SEC Use Only
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4. Citizenship or Place of Organization U.S.
----------------------------
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5. Sole Voting Power
Number -----------------------------------
Shares ---------------------------------------------------------
Beneficially 6. Shared Voting Power See p.4, Item 5
Owned by -----------------------------
Each ---------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person -------------------------------
---------------------------------------------------------
8. Shared Dispositive Power See 6
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
See 6
-----------------------------------------------------------------
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10. Check 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 (11) See 6
--------------
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12. Type of Reporting Person (See Instructions)
#1(a) - HC
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#1(b) - BK
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------------------------------------------------------------------------
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* - U.S. Trust Corporation is a wholly-owned direct subsidiary of The
Charles Schwab Corporation. Each entity files reports completely
separate and independent from the other. Correspondingly, neither entity
shares with the other any information and/or power with respect to either
the voting and/or disposition of the securities reported by each.
Item 1.
(a) Name of Issuer
Phoenix Technologies Ltd
(b) Address of Issuer's Principal Executive Offices
411 E Plumeria Dr
San Jose, CA 95134
Item 2.
(a) Name of Person Filing
U.S. Trust Corporation
United States Trust Company of New York
(b) Address of Principal Business Office or, if none, Residence
144 West 47th Street
NY, NY 10036
(c) Citizenship
U.S.
(d) Title of Class of Securities
Common
(e) CUSIP Number
719153 10 8
Item 3. If this statement is filed pursuant to Section 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. 78o).
(b) [ X ] 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 Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ X ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations 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 Section 240.13d-1(b)(1)(ii)(J).
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.
(a) Amount beneficially owned: See p. 4, Item 5
-------------------------.
(b) Percent of class:
-------------------------.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
-------------------------.
(ii) Shared power to vote or to direct the vote
-------------------------.
(iii) Sole power to dispose or to direct the disposition of
-------------------------.
(iv) Shared power to dispose or to direct the disposition of
-------------------------.
Instruction. For computations regarding securities which represent a right to
acquire an underlying security see Sec. 240.13d3(d)(1).
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].
Instruction: Dissolution of a group requires a response to this item.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is know to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Item 8. IDENTIFICATION AND CLASSIFICATION OF THE MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Section 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this
schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attach an
exhibit stating the identity of each member of the group.
Item 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Item 10. CERTIFICATION
(a) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and 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 this purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to Section 240.13d-1(c):
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.
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
/s/ Joseph A. Tricarico
-----------------------------------
Signature
Authorized Agent/Vice President and
Trust Counsel
-----------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filling person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement; provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.
NOTE: Schedule filed in paper format shall included a signed original and five
copies of the schedule, including all exhibits, See section 240.13d-7 for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENT OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATION (SEE 18 U.S.C. 1001)