CUSIP
No. 74438Q 10 9
|
Page 3
of 22 Pages
|
1
|
NAME OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill
Lynch Global Emerging Markets Partners, L.P.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
Applicable
|
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
00
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
Applicable
|
||
8
|
SHARED
VOTING POWER
24,274,951*
|
|||
9
|
SOLE
DISPOSITIVE POWER
Not
Applicable
|
|||
10
|
SHARED
DISPOSITIVE POWER
24,274,951*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,274,951*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not
Applicable
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%*
|
|||
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 74438Q 10 9
|
Page 4
of 22 Pages
|
1
|
NAME OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill
Lynch Global Capital, L.L.C.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
Applicable
|
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
00
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
Applicable
|
||
8
|
SHARED
VOTING POWER
24,274,951*
|
|||
9
|
SOLE
DISPOSITIVE POWER
Not
Applicable
|
|||
10
|
SHARED
DISPOSITIVE POWER
24,274,951*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,274,951*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not
Applicable
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%*
|
|||
14
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 74438Q 10 9
|
Page 5
of 22 Pages
|
1
|
NAME OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill
Lynch Global Private Equity, Inc.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
Applicable
|
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
00
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
Applicable
|
||
8
|
SHARED
VOTING POWER
24,274,951*
|
|||
9
|
SOLE
DISPOSITIVE POWER
Not
Applicable
|
|||
10
|
SHARED
DISPOSITIVE POWER
24,274,951*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,274,951*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not
Applicable
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%*
|
|||
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 74438Q 10 9
|
Page 6
of 22 Pages
|
1
|
NAME OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ML
IBK Positions, Inc.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
Applicable
|
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
00
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
Applicable
|
||
8
|
SHARED
VOTING POWER
24,274,951*
|
|||
9
|
SOLE
DISPOSITIVE POWER
Not
Applicable
|
|||
10
|
SHARED
DISPOSITIVE POWER
24,274,951*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,274,951*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not
Applicable
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%*
|
|||
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 74438Q 10 9
|
Page 7
of 22 Pages
|
1
|
NAME OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill
Lynch Group, Inc.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
Applicable
|
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
00
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
Applicable
|
||
8
|
SHARED
VOTING POWER
24,274,951*
|
|||
9
|
SOLE
DISPOSITIVE POWER
Not
Applicable
|
|||
10
|
SHARED
DISPOSITIVE POWER
24,274,951*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,274,951*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not
Applicable
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%*
|
|||
14
|
TYPE
OF REPORTING PERSON
HC,
CO
|
CUSIP
No. 74438Q 10 9
|
Page 8
of 22 Pages
|
1
|
NAME OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill
Lynch & Co., Inc.
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
Applicable
|
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
00
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
Applicable
|
||
8
|
SHARED
VOTING POWER
24,274,951*
|
|||
9
|
SOLE
DISPOSITIVE POWER
Not
Applicable
|
|||
10
|
SHARED
DISPOSITIVE POWER
24,274,951*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,274,951*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not
Applicable
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.8%*
|
|||
14
|
TYPE
OF REPORTING PERSON
HC,
CO
|
CUSIP
No. 74438Q 10 9
|
Page 9
of 22 Pages
|
1
|
NAME OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill
Lynch Global Emerging Markets Partners, LLC
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
Applicable
|
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
00
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
Applicable
|
||
8
|
SHARED
VOTING POWER
17,133,327*
|
|||
9
|
SOLE
DISPOSITIVE POWER
Not
Applicable
|
|||
10
|
SHARED
DISPOSITIVE POWER
17,133,327*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,133,327*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not
Applicable
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.3%*
|
|||
14
|
TYPE
OF REPORTING PERSON
OO
|
CUSIP
No. 74438Q 10 9
|
Page 10
of 22 Pages
|
1
|
NAME OF
REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill
Lynch Global Emerging Markets Partners II, LLC
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
Applicable
|
(a)
o
(b)
o
|
||
3
|
SEC
USE ONLY
|
|||
4
|
SOURCE
OF FUNDS
00
|
|||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not
Applicable
|
o
|
||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
Not
Applicable
|
||
8
|
SHARED
VOTING POWER
17,133,327*
|
|||
9
|
SOLE
DISPOSITIVE POWER
Not
Applicable
|
|||
10
|
SHARED
DISPOSITIVE POWER
17,133,327*
|
|||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,133,327*
|
|||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
Not
Applicable
|
o
|
||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.3%*
|
|||
14
|
TYPE
OF REPORTING PERSON
OO
|
Item 2.
|
Identity
and Background.
|
(a)
|
name;
|
(b)
|
business
address (or residence where
indicated);
|
(c)
|
present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted; and
|
(d)
|
citizenship.
|
Item
4.
|
Purpose
of Transaction
|
Item 5.
|
Interest
in Securities of the Issuer.
|
Item 7.
|
Materials
to be Filed as Exhibits
|
Exhibit
|
Description
|
99.1
|
First
Amendment to Exchangeable Senior Subordinated Note, dated May 30, 2008,
between Merrill Lynch Global Emerging Markets Partners, LLC and PSi
Technologies, Inc.
|
99.2
|
Joint
Filing Agreement dated as of June 6, 2008, among Merrill Lynch Global
Emerging Markets Partners, LLC; Merrill Lynch Global Emerging Markets
Partners II, LLC; Merrill Lynch Global Emerging Markets Partners, L.P.;
Merrill Lynch & Co., Inc.; Merrill Lynch Group, Inc.; ML IBK
Positions, Inc.; Merrill Lynch Global Private Equity, Inc. and Merrill
Lynch Global Capital, L.L.C.
|
99.3
|
Power
of Attorney by and on behalf of Merrill Lynch Group,
Inc.
|
MERRILL
LYNCH GLOBAL EMERGING
|
MERRILL
LYNCH & CO., INC.
|
MARKETS
PARTNERS, LLC
|
|
By: /s/ Jonathan N.
Santelli
|
|
By: Merrill
Lynch Global Emerging
|
Name: Jonathan
N. Santelli
|
Partners,
L.P.,
|
Title: Assistant
Secretary
|
as
its Managing Member
|
|
MERRILL
LYNCH GROUP, INC.
|
|
By: Merrill
Lynch Global Capital L.L.C.,
|
|
as
its General Partner
|
By: /s/ Jonathan N.
Santelli
|
Name: Jonathan
N. Santelli
|
|
By:
Merrill Lynch Global Private Equity,
|
Title: Authorized
Person*
|
Inc.,
|
|
as
its Managing Member
|
ML
IBK POSITIONS, INC.
|
By: /s/ Douglas P.
Madden
|
By: /s/ Douglas P.
Madden
|
Name: Douglas
P. Madden
|
Name: Douglas
P. Madden
|
Title: Assistant
Secretary
|
Title: Assistant
Secretary
|
MERRILL
LYNCH GLOBAL EMERGING
|
MERRILL
LYNCH GLOBAL PRIVATE
|
MARKETS
PARTNERS II, LLC
|
EQUITY,
INC.
|
By: Merrill
Lynch Global Emerging
|
By: /s/ Douglas P.
Madden
|
Partners,
L.P.,
|
Name: Douglas
P. Madden
|
as
its Managing Member
|
Title: Assistant
Secretary
|
By: Merrill
Lynch Global Capital L.L.C.,
|
MERRILL
LYNCH GLOBAL CAPITAL,
|
as
its General Partner
|
L.L.C.
|
By: Merrill
Lynch Global Private Equity,
|
By: Merrill
Lynch Global Private Equity,
|
Inc.,
|
Inc.
|
as
its Managing Member
|
Its
Managing Member
|
By: /s/ Douglas P.
Madden
|
By: /s/ Douglas P.
Madden
|
Name: Douglas
P. Madden
|
Name: Douglas
P. Madden
|
Title: Assistant
Secretary
|
Title: Assistant
Secretary
|
MERRILL
LYNCH GLOBAL EMERGING
|
MARKETS
PARTNERS,
|
L.P.
|
By: Merrill
Lynch Global Capital, L.L.C.
|
Its
General Partner
|
By: Merrill
Lynch Global Private Equity,
|
Inc.
|
Its
Managing Member
|
By: /s/ Douglas P.
Madden
|
Name: Douglas
P. Madden
|
Title: Assistant
Secretary
|
NAME
|
PRINCIPAL
BUSINESS
|
Merrill
Lynch Global Emerging Markets Partners, L.P.
|
Investment
partnership.
|
Merrill
Lynch Global Capital, L.L.C.
|
Acts
as general partner for an investment partnership.
|
Merrill
Lynch Global Private Equity, Inc.
|
Acts
as a manager of the affairs of the general partner in investment
partnerships.
|
ML
IBK Positions, Inc.
|
Holds
proprietary investments for Merrill Lynch & Co.,
Inc.
|
Merrill
Lynch Group, Inc.
|
Holding
company.
|
Merrill
Lynch & Co., Inc.
|
A
holding company that, through its subsidiaries and affiliates, provides
investment, financing, insurance and related services on a global
basis.
|
Merrill
Lynch Global Emerging Markets Partners, LLC
|
Investment
Entity
|
Merrill
Lynch Global Emerging Markets Partners II, LLC
|
Investment
Entity
|
EXECUTIVE
OFFICERS AND DIRECTORS
|
PRESENT
PRINCIPAL OCCUPATION
|
Nathan
C. Thorne
Director,
President
|
President,
Global Private Equity
|
George
A. Bitar
Director,
Managing Director
|
Managing
Director, Global Private Equity
|
Guido
Padovano
Director,
Managing Director Citizenship: Italy
|
Managing
Director, Global Private Equity
|
Mandakini
Puri
Director,
Managing Director
|
Managing
Director, Global Private Equity
|
Brian
A. Renaud
Director,
Managing Director
|
Managing
Director, Global Private Equity
|
EXECUTIVE
OFFICERS AND DIRECTORS
|
PRESENT
PRINCIPAL OCCUPATION
|
Gary
M. Carlin
President
|
Managing
Director, Corporate Finance
|
Nathan
C. Thorne
Director,
Vice President
|
President,
Global Private Equity
|
George
A. Bitar
Director,
Vice President
|
Managing
Director, Global Private Equity
|
John
D. Fallon
Director
|
Director,
Global Asset Backed Finance
|
Martin
J. McInerney
Director,
Vice President
|
Director,
Global Principal Investments
|
Mandakini
Puri
Director,
Vice President
|
Managing
Director, Global Private Equity
|
Steven
M. Glassman
Director,
Vice President
|
Managing
Director, Global High Yield and Real Estate
Finance
|
EXECUTIVE
OFFICERS AND DIRECTORS
|
PRESENT
PRINCIPAL OCCUPATION
|
Richard
B. Alsop
Director
and Vice President
|
Senior
Vice President, Corporate Law
|
Marlene
B. Debel
Director
|
Managing
Director, Global Treasury
|
D.
Kevin Dolan
Director,
Chairman of the Board
|
Senior
Vice President, Corporate Tax
|
Gary
M. Carlin
Director,
President
|
Managing
Director, Global Finance
|
EXECUTIVE
OFFICERS AND DIRECTORS
|
PRESENT
PRINCIPAL OCCUPATION
|
Rosemary
T. Berkery
Executive
Officer
|
Executive
Vice President; Vice Chairman; General Counsel
|
Carol
T. Christ
Director
|
President,
Smith College
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Armando
M. Codina
Director
|
President
and Chief Executive Officer of Flagler Development Group
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Virgis
W. Colbert
Director
|
Corporate
Director
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Alberto
Cribiore
Director
|
Managing
Principal, Brera Capital Partners
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Nelson
Chai
Executive
Officer
|
Executive
Vice President, Chief Financial Officer
|
John
D. Finnegan
Director
|
Chairman
of the Board, President and Chief Executive Officer of The Chubb
Corporation
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Gregory
J. Fleming
Executive
Officer
|
President;
Chief Operating Officer
|
Judith
Mayhew Jonas
Director
Citizenship:
United Kingdom
|
Corporate
Director
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Robert
J. McCann
Executive
Officer
|
Executive
Vice President; President, Vice Chairman, Global Wealth
Management
|
Aulana
L. Peters
Director
|
Corporate
Director
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Joseph
W. Prueher
Director
|
Corporate
Director, Consulting Professor to the Stanford-Harvard Preventive Defense
Project
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Ann
N. Reese
Director
|
Co-Founder
and Co-Executive Director of the Center for Adoption Policy
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
|
Charles
O. Rossotti
Director
|
Senior
Advisor to The Carlyle Group c/o Corporate Secretary’s Office
222
Broadway, 17th Fl.
New
York, NY 10038
|
John
A. Thain
Director and
Executive Officer
|
Chairman
of the Board and Chief Executive Officer
|