UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
TRIANGLE PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
89589H104
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(CUSIP Number)
Scott A. Arenare, Esq.
Vice President and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Peter H. Jakes, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
August 24, 2001
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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
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).
SCHEDULE 13D
-------------------
CUSIP No. 89589H104
-------------------
----------- --------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg Pincus Private Equity VIII, L.P. I.R.S. #13-4161869
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
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3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9,628,002
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,628,002
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,628,002
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 89589H104
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg, Pincus & Co. I.R.S. #13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
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3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9,628,002
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,628,002
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,628,002
----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 89589H104
-------------------
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg Pincus LLC I.R.S. #13-3536050
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 9,628,002
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,628,002
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,628,002
----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
---------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
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This Schedule 13D is being filed on behalf of Warburg Pincus Private Equity
VIII, L.P., a Delaware limited partnership ("WP VIII"), Warburg Pincus LLC, a
New York limited liability company ("WP LLC") and Warburg, Pincus & Co., a New
York general partnership ("WP," and together with WP VIII and WP LLC, the
"Reporting Persons").
The Reporting Persons are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement
among the Reporting Persons to file jointly (the "Joint Filing Agreement") is
attached hereto as Exhibit 1. Unless the context otherwise requires, references
herein to the "Common Stock" are to shares of common stock, par value $0.001 per
share of Triangle Pharmaceuticals, Inc., a Delaware corporation (the "Company").
Each Reporting Person disclaims beneficial ownership of all shares of Common
Stock, other than those reported herein as being owned by it.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of Common Stock of the
Company, and is being filed pursuant to Rule 13d-1 of the Exchange Act. The
address of the principal executive offices of the Company is 4 University Place,
4611 University Drive, Durham, North Carolina 27707.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Persons. The Reporting Persons
are deemed to be a group within the meaning of Rule 13d-5. The sole general
partner of WP VIII is WP. WP LLC manages WP VIII. Lionel I. Pincus is the
managing partner of WP and the managing member of WP LLC and may be deemed to
control both WP and
WP LLC. The general partners of WP and the members of WP LLC, and their
respective business addresses and principal occupations are set forth on
Schedule I hereto.
(b) The address of the principal business and principal office of each of
the Reporting Persons is 466 Lexington Avenue, New York, New York 10017.
(c) The principal business of WP VIII is that of making venture capital and
related investments. The principal business of WP is acting as general partner
of WP VIII, Warburg Pincus International Partners, L.P., Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus
Ventures, L.P. and Warburg, Pincus Investors, L.P. and certain related funds.
The principal business of WP LLC is acting as manager of WP VIII, Warburg Pincus
International Partners, L.P., Warburg, Pincus Equity Partners, L.P., Warburg,
Pincus Ventures International L.P., Warburg, Pincus Ventures, L.P., Warburg,
Pincus Investors, L.P. and certain related funds.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of the directors, executive officers, control persons, general partners or
members referred to in paragraph (a) above has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of the directors, executive officers, control persons, general partners or
members referred to in paragraphs (a) and (d) above has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future
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violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Except as otherwise indicated above or on Schedule I hereto, each of
the individuals referred to in paragraphs (a) and (d) above is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Purchase Agreement (the "Purchase Agreement") attached hereto
as Exhibit 2, dated as of August 24, 2001, by and between WP VIII and the
Company, WP VIII purchased 9,628,002 shares of the Company's Common Stock at a
price of $2.65 per share (the "Initial Closing Shares"), with the purchase price
paid in cash on August 24, 2001 (the "Initial Closing").
The total amount of funds required to purchase the Initial Closing Shares
on the Initial Closing pursuant to the Purchase Agreement was $25,514,205.30 and
was furnished from the working capital of WP VIII. No additional funds were
required to acquire beneficial ownership of the Common Stock reported on this
Schedule 13D.
Pursuant to the Purchase Agreement and subject to the fulfillment of
certain conditions, including approval of the Company's stockholders, WP VIII
has agreed to acquire, in a subsequent closing (the "Second Closing"),
13,756,885 shares of the Company's Common Stock at a price of $2.65 per share
(the "Second Closing Shares" and, together with the Initial Closing Shares, the
"Shares").
The total amount of funds required to purchase the Second Closing Shares on
the Second Closing pursuant to the Purchase Agreement will be $36,455,745.25,
for an aggregate of $61,969,950.55 for the purchase of the Shares. The funds for
the purchase of the Second Closing Shares will be furnished from the working
capital of WP VIII.
-3-
The Purchase Agreement made provisions for the Company to sell up to an
additional 5,660,377 shares of Common Stock to other investors prior to August
31, 2001. If such Additional Shares were not contracted to be sold by the
Company to a third party within the time specified, WP VIII was obligated to
purchase these Additional Shares at the Second Closing. Subsequent to August 24,
2001, the Company entered into contractual arrangements to sell to third parties
4,917,000 of such shares. Accordingly, WP VIII became obligated to purchase an
additional 743,377 shares of Common Stock; such additional shares of Common
Stock are included in this filing as part of the Second Closing Shares described
in the foregoing paragraphs.
Item 4. Purpose of Transaction.
The purchases by WP VIII of the Shares as described herein were effected
because of the Reporting Persons' belief that the Company represents an
attractive investment based on the Company's business prospects and strategy.
Subject to the limitations imposed by the Company's Rights Agreement, dated as
of February 1, 1999 (as amended in connection with the transactions contemplated
by the Purchase Agreement, the "Rights Agreement"), and depending on prevailing
market, economic and other conditions, the Reporting Persons may from time to
time acquire additional shares of the Company or engage in discussions with the
Company concerning further acquisitions of shares of the Company or further
investments by them in the Company. The Reporting Persons intend to review their
investment in the Company on a continuing basis and, depending upon the price
and availability of shares of Common Stock, subsequent developments affecting
the Company, the Company's business and prospects, other investment and business
opportunities available to the Reporting Persons, general stock market and
economic conditions, tax considerations and other factors considered
-4-
relevant, and subject to the Rights Agreement, may decide at any time to
increase or to decrease the size of their investment in the Company.
PURCHASE AGREEMENT
------------------
WP VIII entered into the Purchase Agreement pursuant to which the Company
agreed to issue and sell and WP VIII agreed to purchase the number of Shares as
described in Item 3 above.
The sales contemplated at the Second Closing will require the approval by
the stockholders of the Company of the sales to WP VIII at the Second Closing
under NASDAQ National Market rules, as well as the approval of stockholders of
the Company of an amendment of the certificate of incorporation of the Company
to increase the authorized number of shares of Common Stock to a number at least
sufficient to permit such sales.
Subscription Right. The Purchase Agreement contains a subscription right
which provides that until the earlier of (a) the date on which there no longer
remains outstanding at least 25% of the Shares purchased by WP VIII under the
Purchase Agreement, whether or not the Second Closing occurs or (b) the date on
which the Shares held by WP VIII represent less than 10% of the Company's
outstanding Common Stock, WP VIII will have the right, in connection with
issuances of equity securities by the Company to raise equity capital, to
purchase a portion of the equity securities proposed to be sold, based on the
number of shares of Common Stock held by WP VIII relative to the total number of
shares of Common Stock then outstanding, including any shares issuable upon the
conversion or exercise of any outstanding convertible or exercisable securities
other than employee options. However, WP VIII will not be entitled to exercise
this subscription right if the Company makes any of the following types of
issuances of securities: (i)
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issuances to the public in a firm commitment underwriting pursuant to a
registration statement filed under the Securities Act of 1933 with anticipated
gross proceeds to the Company of at least $40 million; (ii) issuances made in
connection with bona fide acquisitions, mergers, joint ventures or similar
transactions approved by the Company's Board of Directors; or (iii) issuances
made pursuant to any stock purchase or similar plan or arrangement for the
benefit of employees adopted by the Company's Board of Directors.
Board Representation. Pursuant to the terms of the Purchase Agreement, the
Company has agreed, that from and after the Initial Closing, and for so long as
WP VIII owns the greater of (a) at least 75% of the Common Stock issued to WP
VIII pursuant to the Purchase Agreement or (b) 10% of the then outstanding
Common Stock of the Company, it will use its best efforts to cause the Board of
Directors to nominate and recommend the election by the Company's stockholders
of two individuals designated by WP VIII, and that it will similarly use its
best efforts to cause the Board to nominate and recommend the election of one
director for so long as WP VIII owns less than the amount described in (a) above
but more than 5% of the then outstanding Common Stock of the Company. The
initial designees of WP VIII, Jonathan Leff and Stewart Hen, were appointed to
the Board effective as of the Initial Closing. Mr. Leff is a member of WP LLC
and a partner of WP; Mr. Hen is a vice president of WP LLC.
Registration of Shares of Common Stock for Resale. Pursuant to the terms of
the Purchase Agreement, the Company has agreed to prepare and file, 10 days
after the Second Closing, or if the Second Closing does not occur, 10 days after
the meeting at which the Company's stockholders did not approve the sale of the
Shares to be issued at
-6-
the Second Closing, or if no such meeting is held prior to December 31, 2001,
within 10 days after such date, a registration statement on Form S-3 under the
Securities Act of 1933 to enable the resale of the Shares by WP VIII, its
Affiliates and any subsequent transferee. The Company is obligated to maintain
the effectiveness of such registration statement for a period of two years.
The foregoing summary of the Purchase Agreement is qualified in its
entirety by reference to the Purchase Agreement, a copy of which is set forth as
Exhibit 2 and is incorporated herein by reference.
ANCILLARY AGREEMENTS
--------------------
Standstill Agreement. Concurrently with the execution of the Purchase
Agreement, WP VIII and the Company entered into a Standstill Agreement (the
"Standstill Agreement") under which WP VIII agreed that for so long as it
beneficially owns at least 5% of the Common Stock, it will not, without prior
written consent of the Company, acquire or agree to acquire, publicly offer, or
make any public proposal with respect to the possible acquisition of any of the
Company's voting securities, any securities convertible into or exchangeable for
the Company's voting securities, or any other right to acquire the Company's
voting securities, if after giving effect to the acquisition, WP VIII would
beneficially own greater than the percentage WP VIII is permitted to
beneficially own under the Amendment to the Company's Rights Agreement described
below.
In addition, the Standstill Agreement prohibits WP VIII from taking other
actions with respect to the securities of the Company that it holds, including
(i) making, or in any way participating in any solicitation of proxies to vote
or seeking to influence any person with respect to the voting of any shares of
the Company's capital stock, (ii) initiating,
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proposing or otherwise soliciting stockholders of the Company for the approval
of one or more stockholder proposals or inducing or attempting to induce any
other individual or entity to initiate any stockholder proposal, (iii)
participating in activities which would constitute a violation of the terms of
the Standstill Agreement and (iv) making any public announcement with respect
to, or submitting a proposal for, or offer of any business combination, merger,
acquisition, restructuring, recapitalization, tender or exchange offer or other
similar transaction involving the Company, or its securities or a material
portion of its assets.
Rights Agreement Amendment. Coincident with the execution of the Purchase
Agreement, the Company amended its Rights Agreement in such a manner as to
permit WP VIII to make the purchases of Common Stock contemplated by the
Purchase Agreement without triggering the separation from the Common Stock of
the rights under the Rights Agreement, and to permit WP VIII to purchase up to
an additional five percent (5%) of the Company's Common Stock. This Amendment
also provides that if WP VIII disposes of more than 25% of the Shares, the
percentage of the Common Stock which WP VIII may own without triggering the
rights under the Rights Agreement will be reset to a lower threshold.
The foregoing summaries of the Standstill Agreement and Rights Agreement
Amendment are qualified in their entirety by reference to the Standstill
Agreement and Rights Agreement Amendment, a copy of which is set forth,
respectively, as Exhibit 3 and 4 and are incorporated herein by reference.
Except as set forth above in this statement, none of the Reporting Persons
nor, to the best of their knowledge, any person listed on Schedule I hereto or
in Item 1(a) or (d)
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above, has any plans or proposals that relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure; (g) changes in the Company's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of August 24, 2001, the Reporting Persons beneficially own 9,628,002
shares of Common Stock. WP VIII may be deemed to beneficially own 9,628,002
shares of Common Stock, representing approximately 16.6% of the outstanding
Common Stock, based on the 48,381,918 shares of Common Stock outstanding as of
August 21, 2001 (which number was represented by the Company in the Purchase
Agreement to be outstanding on that date). By reason of their respective
relationships with WP VIII and each other, each of the other Reporting Persons
may also be deemed under Rule 13d-3
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under the Exchange Act to own beneficially 9,628,002 shares of Common Stock,
representing approximately 16.6% of the outstanding Common Stock.
As described in Item 3, pursuant to the Purchase Agreement and subject to
the fulfillment of certain conditions, including the affirmative vote of the
stockholders of the Company approving the transaction, WP VIII will be obligated
to purchase 13,756,885 shares of Common Stock. Assuming the consummation of the
transactions contemplated for the Second Closing, including between the Company
and the third parties which have agreed to purchase shares of Common Stock at
the Second Closing, and assuming that no other shares of Common Stock were sold
by the Company in the interim, upon the Second Closing, each of the Reporting
Persons would be deemed to own beneficially 30.5% of the Company's then
outstanding Common Stock.
(b) WP VIII shares the power to vote or to direct the vote and to dispose
or to direct the disposition of the 9,628,002 shares of Common Stock it may be
deemed to beneficially own. Each of the Reporting Persons shares with WP VIII
the power to vote or to direct the vote and to dispose or to direct the
disposition of the 9,628,002 shares of Common Stock it may be deemed to
beneficially own.
The Reporting Persons are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act. Each Reporting Person disclaims beneficial ownership of all shares
of Common Stock, other than those reported herein as being owned by it.
(c) Other than the acquisition of the Initial Closing Shares, no
transactions in the Common Stock were effected during the last sixty days by the
Reporting Persons or any of the persons set forth on Schedule I or in Item 2(d)
hereto.
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(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known 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.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to the Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement attached hereto as Exhibit 1, with
respect to the joint filing of this statement and any amendment or amendments
hereto.
The Purchase Agreement was entered into as of August 24, 2001 and is
described in Item 3, Item 4 and Item 5 above. The summary of the Purchase
Agreement in this Schedule 13D is qualified in its entirety by reference to the
Purchase Agreement, which is attached as Exhibit 2 hereto.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 above or between such persons and any other person with respect to any
securities of the Company.
-11-
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement
2. Purchase Agreement, dated as of August 24, 2001, by and between WP
VIII and the Company.
3. Standstill Agreement, dated August 24, 2001 between WP VIII and the
Company.
4. Amendment to Rights Agreement dated August 24, 2001 between the
Company and American Stock Transfer & Trust Company, as Rights Agent.
5. Power of Attorney.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 4, 2001 WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Scott Arenare
------------------------------
Name: Scott Arenare
Title: Attorney in Fact
Dated: September 4, 2001 WARBURG, PINCUS & CO.
By: /s/ Scott Arenare
------------------------------
Name: Scott Arenare
Title: Attorney in Fact
Dated: September 4, 2001 WARBURG PINCUS LLC
By: /s/ Scott Arenare
------------------------------
Name: Scott Arenare
Title: Vice President
SCHEDULE I
Set forth below is the name, position and present principal occupation of
each of the general partners of Warburg, Pincus & Co. ("WP") and members of
Warburg Pincus LLC ("WP LLC"). The sole general partner of Warburg Pincus
Private Equity VIII ("WP VIII") is WP. WP VIII, WP, and WP LLC are hereinafter
collectively referred to as the "Reporting Entities". Except as otherwise
indicated, the business address of each of such persons is 466 Lexington Avenue,
New York, New York 10017, and each of such persons is a citizen of the United
States.
GENERAL PARTNERS OF WP
----------------------
-------------------------- -----------------------------------------------------
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
-------------------------- -----------------------------------------------------
Joel Ackerman Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Gregory Back Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
David Barr Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Harold Brown Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Sean D. Carney Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Timothy J. Curt Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
W. Bowman Cutter Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Cary J. Davis Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Stephen Distler Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Stewart K. P. Gross Partner of WP; Member and Senior Managing Director of
WP LLC
-------------------------- -----------------------------------------------------
Patrick T. Hackett Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Jeffrey A. Harris Partner of WP; Member and Senior Managing Director of
WP LLC
-------------------------- -----------------------------------------------------
William H. Janeway Partner of WP; Member and Vice Chairman of WP LLC
-------------------------- -----------------------------------------------------
Charles R. Kaye Partner of WP; Member and Executive Managing Director
of WP LLC
-------------------------- -----------------------------------------------------
Henry Kressel Partner of WP; Member and Senior Managing Director of
WP LLC
-------------------------- -----------------------------------------------------
Joseph P. Landy Partner of WP; Member and Executive Managing Director
of WP LLC
-------------------------- -----------------------------------------------------
Sidney Lapidus Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Kewsong Lee Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Jonathan S. Leff Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Reuben S. Leibowitz Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
David E. Libowitz Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Nancy Martin Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Edward J. McKinley Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Rodman W. Moorhead III Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
James Neary Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Howard H. Newman Partner of WP; Member and Vice Chairman of WP LLC
-------------------------- -----------------------------------------------------
Gary D. Nusbaum Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Dalip Pathak Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Lionel I. Pincus Managing Partner of WP; Managing Member, Chairman of
the Board and Chief Executive Officer of WP LLC
-------------------------- -----------------------------------------------------
John D. Santoleri Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Steven G. Schneider Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Barry Taylor Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
John L. Vogelstein Partner of WP; Member, and President of WP LLC
-------------------------- -----------------------------------------------------
Elizabeth H. Weatherman Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
David Wenstrup Partner of WP; Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Pincus & Co.*
-------------------------- -----------------------------------------------------
NL & Co.**
-------------------------- -----------------------------------------------------
---------------------
* New York limited partnership; primary activity is ownership interest in WP
and WP LLC ** New York limited partnership; primary activity is ownership
interest in WP.
MEMBERS OF WP LLC
-----------------
-------------------------- -----------------------------------------------------
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
-------------------------- -----------------------------------------------------
Joel Ackerman Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Gregory Back Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
David Barr Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Frank M. Brochin (1) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Harold Brown Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Sean D. Carney Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Timothy J. Curt Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
W. Bowman Cutter Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Cary J. Davis Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Stephen Distler Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Tetsuya Fukagawa (2) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Makoto Fukuhara (2) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Stewart K. P. Gross Member and Senior Managing Director of WP LLC;
Partner of WP
-------------------------- -----------------------------------------------------
Alf Grunwald (3) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Patrick T. Hackett Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Jeffrey A. Harris Member and Senior Managing Director of WP LLC;
Partner of WP
-------------------------- -----------------------------------------------------
Sung-Jin Hwang (4) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Roberto Italia (5) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
William H. Janeway Member and Vice Chairman of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Charles R. Kaye Member and Executive Managing Director of WP LLC;
Partner of WP
-------------------------- -----------------------------------------------------
Rajesh Khanna (6) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Henry Kressel Member and Senior Managing Director of WP LLC;
Partner of WP
-------------------------- -----------------------------------------------------
Rajiv B. Lall (6) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Joseph P. Landy Member and Executive Managing Director of WP LLC;
Partner of WP
-------------------------- -----------------------------------------------------
Sidney Lapidus Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Kewsong Lee Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Jonathan S. Leff Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Reuben S. Leibowitz Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
David E. Libowitz Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Nicholas J. Lowcock (7) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
John W. MacIntosh (8) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Nancy Martin Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Edward J. McKinley Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Rodman W. Moorhead III Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
James Neary Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Howard H. Newman Member and Vice Chairman of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Gary D. Nusbaum Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Dalip Pathak Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Lionel I. Pincus Managing Member, Chairman of the Board and Chief
Executive Officer of WP LLC; Managing Partner of WP
-------------------------- -----------------------------------------------------
Pulak Chandan Prasad (6) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
John D. Santoleri Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
MEMBERS OF WP LLC (continued)
-----------------------------
-------------------------- -----------------------------------------------------
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
-------------------------- -----------------------------------------------------
Steven G. Schneider Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Melchior Stahl (3) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Chang Q. Sun (9) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Barry Taylor Member and Managing Director of WP LLC, Partner of WP
-------------------------- -----------------------------------------------------
John L. Vogelstein Member and President of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Elizabeth H. Weatherman Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
David Wenstrup Member and Managing Director of WP LLC; Partner of WP
-------------------------- -----------------------------------------------------
Jeremy S. Young (7) Member and Managing Director of WP LLC
-------------------------- -----------------------------------------------------
Pincus & Co.*
-------------------------- -----------------------------------------------------
(1) Citizen of France
(2) Citizen of Japan
(3) Citizen of Germany
(4) Citizen of Korea
(5) Citizen of Italy
(6) Citizen of India
(7) Citizen of United Kingdom
(8) Citizen of Canada
(9) Citizen of China
* New York limited partnership; primary activity is ownership interest in WP
and EMW LLC
Exhibit Index
Exhibit 1 Joint Filing Agreement
Exhibit 2 Purchase Agreement, dated as of August 24, 2001, by and between WP
VIII and the Company.
Exhibit 3 Standstill Agreement, dated August 24, 2001 between WP VIII and the
Company.
Exhibit 4 Amendment to Rights Agreement dated August 24, 2001 between the
Company and American Stock Transfer & Trust Company, as Rights
Agent.
Exhibit 5 Power of Attorney.