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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
EEX Corporation
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(Name of the Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
26842V108
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(CUSIP Number)
Stephen Distler
E.M. Warburg, Pincus & Co., 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)
May 18, 1999
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
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SCHEDULE 13D
CUSIP NO. 26842V108 Page 2 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Equity Partners, L.P.
I.D. # 13-3986317
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER 7 SOLE VOTING POWER
OF 0
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 19,845,000*
BY ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
19,845,000*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,845,000*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%**
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14 TYPE OF REPORTING PERSON
PN
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* Represents (i) 9,922,500 shares of Common Stock issuable upon exercise
of the Series A Warrants (as defined herein) at an exercise price of
$12 per share; (ii) 2,362,500 shares of Common Stock issuable upon
exercise of the Series B Warrants (as defined herein) at an exercise
price of $12 per share; and (iii) 7,560,000 shares of Common Stock
issuable upon exercise of the Series C Warrants (as defined herein) at
an exercise price of $12 per share. Each of the Series A Warrants,
Series B Warrants and Series C Warrants become exercisable after August
31, 1999. However, the Series C Warrants will be exercisable only as a
stock appreciation right unless the Company, prior to July 30, 2002,
elects to allow the Series C Warrants to be exercised for shares of
Common Stock.
** Based on the number of shares reported as outstanding as of April 30,
1999 by the Company in its Quarterly Report on Form 10-Q for the three
months ended March 31, 1999.
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SCHEDULE 13D
CUSIP NO. 26842V108 Page 3 of 12
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co.
I.D. # 13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER 7 SOLE VOTING POWER
OF ----------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 21,000,000*
BY ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
21,000,000*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,000,000*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.1%**
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14 TYPE OF REPORTING PERSON
PN
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* Represents (i) 10,500,000 shares of Common Stock issuable upon exercise
of the Series A Warrants (as defined herein) at an exercise price of
$12 per share; (ii) 2,500,000 shares of Common Stock issuable upon
exercise of the Series B Warrants (as defined herein) at an exercise
price of $12 per share; and (iii) 8,000,000 shares of Common Stock
issuable upon exercise of the Series C Warrants (as defined herein) at
an exercise price of $12 per share. Each of the Series A Warrants,
Series B Warrants and Series C Warrants become exercisable after August
31, 1999. However, the Series C Warrants will be exercisable only as a
stock appreciation right unless the Company, prior to July 30, 2002,
elects to allow the Series C Warrants to be exercised for shares of
Common Stock.
** Based on the number of shares reported as outstanding as of April 30,
1999 by the Company in its Quarterly Report on Form 10-Q for the three
months ended March 31, 1999.
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SCHEDULE 13D
CUSIP NO. 26842V108 Page 4 of 12
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC
I.D. #13-3536050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER 7 SOLE VOTING POWER
OF
SHARES ----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 21,000,000
BY ----------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------
WITH 10 SHARED DISPOSITIVE POWER
21,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,000,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.1%**
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14 TYPE OF REPORTING PERSON
OO
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* Represents (i) 10,500,000 shares of Common Stock issuable upon exercise
of the Series A Warrants (as defined herein) at an exercise price of
$12 per share; (ii) 2,500,000 shares of Common Stock issuable upon
exercise of the Series B Warrants (as defined herein) at an exercise
price of $12 per share; and (iii) 8,000,000 shares of Common Stock
issuable upon exercise of the Series C Warrants (as defined herein) at
an exercise price of $12 per share. Each of the Series A Warrants,
Series B Warrants and Series C Warrants become exercisable after August
31, 1999. However, the Series C Warrants will be exercisable only as a
stock appreciation right unless the Company, prior to July 30, 2002,
elects to allow the Series C Warrants to be exercised for shares of
Common Stock.
** Based on the number of shares reported as outstanding as of April 30,
1999 by the Company in its Quarterly Report on Form 10-Q for the three
months ended March 31, 1999.
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EXPLANATORY NOTE
This Schedule 13D is being filed on behalf of Warburg, Pincus Equity
Partners, L.P., a Delaware limited partnership ("WPEP"), Warburg, Pincus & Co.,
a New York general partnership ("WP"), and E.M. Warburg, Pincus & Co., LLC, a
New York limited liability company ("EMW"), relating to the common stock, par
value $0.01 per share, of EEX Corporation, a Delaware corporation (the
"Company"). Unless the context otherwise requires, references herein to the
"Common Stock" are to the common stock of EEX Corporation, par value $0.01 per
share.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock of the
Company. The address of the principal executive offices of the Company is 2500
CityWest Boulevard, Suite 1400, Houston, Texas 77042.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by WPEP, WP and EMW (collectively, the
"Reporting Entities"). The sole general partner of WPEP is WP. EMW manages WPEP.
Lionel I. Pincus is the managing partner of WP and the managing member of EMW
and may be deemed to control both WP and EMW. The general partners of WP and the
members of EMW are described in Schedule I hereto.
(b) The address of the principal business and principal office of each
of the Reporting Entities is 466 Lexington Avenue, New York, New York 10017.
(c) The principal business of WPEP is that of a partnership engaged in
making venture capital and related investments. The principal business of WP is
acting as general partner of WPEP, Warburg, Pincus Ventures International, L.P.,
Warburg, Pincus Ventures, L.P., Warburg Pincus Investors, L.P., and Warburg,
Pincus Capital Company, L.P. The principal business of EMW is acting as manager
of WPEP, Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures,
L.P., Warburg, Pincus Investors, L.P., and Warburg, Pincus Capital Company, L.P.
(d) None of the Reporting Entities, nor, to the best of their
knowledge, any of the directors, executive officers, general partners or members
referred to in paragraph (a) has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Entities nor, to the best of their knowledge,
any of the directors, executive officers, general partners or members referred
to in paragraph (a) 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 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 on Schedule I hereto, each of the
individuals referred to in paragraph (a) above is a United States citizen.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 22, 1998, WPEP, along with Warburg, Pincus Netherlands
Equity Partners I, C.V., Warburg, Pincus Netherlands Equity Partners II, C.V.
and Warburg, Pincus Netherlands Equity Partners III, C.V. (WPEP, together with
these "Netherlands Entities," collectively the "Purchasers") entered into a
Purchase Agreement (the "Purchase Agreement") with the Company pursuant to which
the Purchasers agreed to purchase from the Company (i) 1,500,000 shares of
Series B 8% Cumulative Perpetual Preferred Stock, par value $.01 per share (the
"Series B Preferred Stock"), of the Company, (ii) ten year warrants to purchase
10,500,000 shares of Common Stock, at an exercise price of $12 per share (the
"Series A Warrants"), (iii) seven-year warrants to purchase 2,500,000 shares of
Common Stock at an exercise price of $12 per share (the "Series B Warrants") and
(iv) seven-year warrants to purchase 8,000,000 shares of Common Stock at an
exercise price of $12 per share (the "Series C Warrants" and collectively with
the Series A Warrants and the Series B Warrants, the "Warrants"). The Series B
Preferred Stock, the Warrants and the Common Stock underlying the Warrants are
collectively referred to herein as the "Securities." Pursuant to the Purchase
Agreement, WPEP acquired beneficial ownership of 94.5% of the Securities. The
remaining 5.5% of the Securities was allocated to the Netherlands Entities. The
total amount of funds required by the Purchasers to purchase the Securities was
$150,000,000, and was furnished from the working capital of the Purchasers.
ITEM 4. PURPOSE OF TRANSACTION.
The purchases by WPEP of the Securities were effected because of the
Reporting Entities' belief that the Company represents an attractive investment.
The Reporting Entities may from time to time acquire shares of Common Stock or
dispose of shares of Common Stock through open market or privately negotiated
transactions or otherwise, depending on existing market conditions and other
considerations discussed below. The Reporting Entities 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 Entities, general stock market and
economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase, not to increase, or to decrease, the size of
their investment in the Company.
The following is a description of the Securities:
Preferred Stock. Each share of Series B Preferred Stock has a stated
value of $100 and is entitled to a dividend of 8% per year, payable quarterly.
The dividend rate will be adjusted to a market rate not exceeding 18% after
seven years or an earlier Change of Control (as defined in the Purchase
Agreement) under certain circumstances ("Dividend Reset Date"). Prior to the
Dividend Reset Date, the Company may, at the Company's option, accrue dividends
or pay them in cash, additional shares of Series B Preferred Stock or shares of
Common Stock. After the Dividend Reset Date, dividends must be paid in cash. On
March 31, 1999, the Company declared and paid a dividend on the Series B
Preferred Stock in additional shares of Series B Preferred Stock. As a result of
such dividend, WPEP received 26,145.315 shares of Series B Preferred Stock and
the Netherlands Entities received 1,521.685 shares of Series B Preferred Stock.
The Series B Preferred Stock is entitled to a liquidation preference of $100 per
share plus accrued and unpaid dividends. The Series B Preferred Stock may
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be redeemed, in whole but not in part, by the Company at any time for cash at
the stated value plus accrued and unpaid dividends. Until the Dividend Reset
Date, holders of the Series B Preferred Stock are entitled to cast an aggregate
of 8,000,000 votes on matters voted upon by the Company's common stockholders
and to a separate class vote on certain matters affecting the Series B Preferred
Stock.
Warrants. The Warrants were issued in the following three series, each
exercisable at any time beginning after August 31, 1999 for $12 per share of
Common Stock acquired: (a) Series A Warrants to acquire 10,500,000 shares of
Common Stock, exercisable for ten years; (b) Series B Warrants to acquire
2,500,000 shares of Common Stock, exercisable for seven years; and (c) Series C
Warrants to acquire 8,000,000 shares of Common Stock, exercisable for seven
years. Prior to approval by the stockholders of the Company at the Company's
annual meeting, the Warrants were exercisable only in the form of a stock
appreciation right. As a result, the Warrants were only exercisable for cash
equal to the difference between the exercise price and the market price of the
Common Stock on the trading day prior to the date of exercise. On May 18, 1999,
the Company approved the issuance of shares of Common Stock upon exercise of the
Warrants. As a result of such approval, the Series A Warrants and the Series B
Warrants became exercisable for shares of Common Stock in accordance with the
first sentence of this paragraph. However, pursuant to the terms of the Series C
Warrants, Series C Warrants will be exercisable only as a stock appreciation
right unless the Company, prior to July 30, 2002, elects to allow the Series C
Warrants to be exercised for shares of Common Stock.
The exercise price and the number of shares of Common Stock issuable
upon exercise of the Warrants are subject to adjustment upon the happening of
certain events, including (1) the issuance of Common Stock for less than the
market price, (2) the issuance of Common Stock as a dividend or distribution on
the Common Stock, (3) the subdivision, combination or reclassification of the
Common Stock, (4) the issuance or distribution of shares of any class other than
Common Stock, (5) the issuance or distribution of evidences of indebtedness of
the Company, assets or rights or warrants to holders of Common Stock, (6) the
pro rata repurchase of Common Stock, or (7) certain business combinations.
Holders of Warrants do not have any voting rights or other rights as
stockholders of the Company before the exercise of the Warrants. Whenever the
Company issues shares of Common Stock upon exercise of the Warrants, it will
issue, together with each share of Common Stock, one right to purchase Series A
Junior Participating Preferred Stock of the Company pursuant to the Company's
Rights Agreement.
Certain other provisions and agreements relating to the Securities. The
Company and the Purchasers have entered into a Registration Rights Agreement to
register under the Securities Act of 1933 the resale of the Series B Preferred
Stock, the Warrants and the Common Stock, if any, acquired by the Purchasers
upon exercise of the Warrants. The Registration Rights Agreement generally
entitles the Purchasers to three demand registrations and unlimited piggyback
registrations relating to the Securities.
In the event of a Change of Control occurring prior to January 8, 2005,
the Purchasers will have the right to exchange all or part of the Series B
Preferred Stock (and any dividends in Series B Preferred Stock or Common Stock
received with respect thereto) and Warrants proportionally for Common Stock at
the rate of one share of Series B Preferred Stock (and any dividends in Series B
Preferred Stock or Common Stock received with respect thereto) plus seven Series
A Warrants plus seven Series B Warrants or Series C Warrants for 18.6047 shares
of Common Stock (or, at the
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Purchasers' election, the stock or other securities or property into which such
Common Stock would be converted in such Change of Control) provided that the
Company may, under certain circumstances, pay a portion of the exchange in cash.
The exchange formula related to a Change of Control may be adjusted upon the
occurrence of certain events described in the anti-dilution provisions of the
Warrants.
The Purchasers have the right to designate 15% of the Company's
directors (or, in the event the total board seats is less than seven, one
director), so long as the Purchasers continue to own 50% or more of the
outstanding Preferred Stock or have beneficial ownership of 15% or more of the
outstanding Common Stock (after giving effect to the full exercise of the
Warrants). So long as the Purchasers continue to have beneficial ownership of 5%
or more, but less than 15%, of the outstanding Common Stock (after giving effect
to the full exercise of the Warrants), the Purchasers may designate one
director. The Purchasers have exercised this right and designated Howard H.
Newman, a Managing Director and member of EMW and a general partner of WP, as
one of the six current directors. On May 18, 1999, the stockholders of the
Company elected Mr. Newman to serve as a director of the Company until the next
annual meeting.
Subject to limited exceptions, the Purchasers have agreed to standstill
provisions that (1) restrict the Common Stock that the Purchasers may acquire in
addition to the Securities (and any Series B Preferred Stock or Common Stock
issuable in respect of the Securities) to 5% of the outstanding Common Stock,
provided that, subject to certain exceptions, in no event shall the Purchasers
beneficially own shares of capital stock of the Company that would be entitled
to cast 35% or more of the aggregate votes entitled to be cast in ordinary
circumstances with respect to the election of directors of the Company, (2)
prevent the Purchasers from knowingly selling Common Stock or Warrants to a
person or group that would beneficially own more than 10% (5% in the case of
purchasers who are competitors of the Company) of the outstanding Common Stock
after the sale, (3) prevent the Purchasers from participating in a "13(d) group"
(as defined in the Purchase Agreement) with respect to the Common Stock, and (4)
prevent the Purchasers from seeking, proposing or making any public statement
regarding a tender offer or a business combination involving the Company or
soliciting proxies. The standstill agreement also limits the Purchasers' voting
rights, in connection with matters voted on by holders of Common Stock and on
which the Series B Preferred Stock does not have a class vote, to one vote less
than 20% of the aggregate number of votes entitled to be cast thereon by the
Company's common stockholders or other classes of capital stock. If the
Purchasers would otherwise be entitled to cast votes in excess of the standstill
agreement's limit, such additional votes will be voted in the same proportion as
the votes cast by all other stockholders.
The standstill provisions will terminate upon the earliest to occur of
(a) any date on or after January 8, 2009 on which the market price per share of
the Common Stock is equal to or less than $12 (as appropriately adjusted), (b)
any date on which the Purchasers beneficially own less than 10% of the
outstanding Common Stock, (c) the consummation of certain business combinations,
(d) the redemption by the Company's board of directors of rights granted under
any rights agreement and (e) the Company's board of directors permitting any
non-financial person to beneficially own 20% or more, or any financial person to
beneficially own more than 35%, of the voting stock of the Company.
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Until the earlier of (a) January 8, 2009 and (b) the date the
Purchasers beneficially own less than 10% of the outstanding Common Stock, the
Purchasers have certain preemptive rights to purchase their proportionate share
(based on the number of shares of Common Stock beneficially owned by the
Purchasers giving effect to the exercise of the Warrants compared to the number
of outstanding shares of Common Stock on a fully diluted basis) of any equity
securities issued for cash in certain private placements.
The foregoing descriptions of the Securities and certain provisions
related thereto are qualified in their entirety by reference to the Purchase
Agreement (and the exhibits thereto), which was filed as an exhibit to the
Company's Current Report on Form 8-K, filed with the Securities and Exchange
Commission (the "Commission") on December 23, 1998 and the Statement of
Resolution of the Series B Preferred Stock and the form of Series A Warrant,
Series B Warrant and Series C Warrant all of which were filed as exhibits to the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.
Except as set forth above, none of the Reporting Entities nor, to the
best of their knowledge, any person listed in Schedule I hereto, has any plans
or proposals which relate to or would result in:
(a) any other 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 other changes in the board of directors or management of
the Company;
(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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of May 27, 1999, the Purchasers, WP and EMW may be deemed to
beneficially own 21,000,000 shares of Common Stock. As of that date, WPEP may be
deemed to beneficially own 19,845,000 of these shares. The Purchasers are
controlled by WP. By reason of their respective relationships with WPEP, each of
the Reporting Entities may be deemed under Rule 13d-3 under the Exchange Act to
own beneficially all of the shares of Common Stock which WPEP beneficially owns.
The shares of Common Stock that may be deemed to be beneficially owned by the
Purchasers, WP and EMW constitute the shares that are issuable upon exercise of
the Warrants. As of May 27, 1999, 21,000,000 shares of Common Stock represented
approximately 33.1% of the outstanding shares of Common Stock, based on the
42,432,058 shares of Common Stock outstanding as of April 30, 1999, as reported
by the Company in its Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1999.
As a director of the Company, Mr. Newman is entitled to participate in
certain of the stock incentive plans of the Company. In this regard, on May 18,
1999, Mr. Newman was granted (i) 7,618 shares of restricted common stock, which
restrictions lapse after five years of service as a director, upon a change of
control or upon termination of Mr. Newman's directorship due to death,
disability, mandatory retirement or failure to be reelected; (ii) options to
purchase 17,182 shares at an exercise price of $6.563 per share, which options
have a term of 10 years and become exercisable after six months; and (iii)
options to purchase 25,773 shares at an exercise price of $6.563 per share,
which options become exercisable upon the obtainment of certain Company
performance goals. WP, EMW and WP disclaim beneficial ownership of such
securities owned by Mr. Newman.
(b) Each of the Reporting Entities has shared power to dispose or to
direct the disposition of the shares reported as beneficially owned by such
Reporting Entity.
(c) Except as described in paragraph (a) above, here have been no
transactions during the last sixty days which were effected by the Reporting
Entities or by any of the persons set forth on Schedule I hereto.
(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 SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Entities have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto.
Except as referred to above, and in Items 3, 4 and 5 of this statement,
there are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of the Company.
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By virtue of the relationships among the Reporting Entities as
described in Item 2, the Reporting Entities may be deemed to be a "group" under
the Federal securities laws. Lionel I. Pincus disclaims any beneficial ownership
of the shares of Common Stock reported herein as being beneficially owned by the
Reporting Entities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated as of May 27, 1999, by and among the
Reporting Entities.
2. Purchase Agreement, dated as of December 22, 1998, among the Company
and the Purchasers, incorporated by reference to the same document included as
Exhibit 99.1 to Current Report on Form 8-K filed by the Company on December 23,
1998, under SEC File No. 1-12905 (the "Company Form 8-K").
3. Statement of Resolution of Series B 8% Cumulative Perpetual
Preferred Stock of the Company incorporated by reference to the same document
included as Exhibit 4.5 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 ("Company Form 10-K").
4. Form of Series A Warrant incorporated by reference to the same
document included as Exhibit 4.6 to the Company Form 10-K.
5. Form of Series B Warrant incorporated by reference to the same
document included as Exhibit 4.7 to the Company Form 10-K.
6. Form of Series C Warrant incorporated by reference to the same
document included as Exhibit 4.8 to the Company Form 10-K.
7. Registration Rights Agreement, dated as of December 22, 1999, among
the Company and the Purchasers incorporated by reference to Exhibit 7.2(b)(iv)
of the Purchase Agreement, included as Exhibit 99.1 to the Company Form 8-K.
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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: May 27, 1999 WARBURG, PINCUS EQUITY
PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
--------------------------------
Stephen Distler
Partner
Dated: May 27, 1999 WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
--------------------------------
Stephen Distler
Partner
Dated: May 27, 1999 E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
--------------------------------
Stephen Distler
Managing Director
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<PAGE> 13
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 each of the
members of E.M. Warburg, Pincus & Co., LLC ("EMW"). The sole general partner of
Warburg, Pincus Equity Partners, L.P. ("WPEP") is WP. WP, EMW and WPEP 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
<TABLE>
<CAPTION>
Present Principal Occupation in Addition to Position
Name with WP, and Positions with the Reporting Entities
- ---- ----------------------------------------------------
<S> <C>
Joel Ackerman Managing Director and Member, EMW
Alvaro J. Aguirre Managing Director and Member, EMW
Harold Brown Senior Managing Director and Member, EMW
W. Bowman Cutter Managing Director and Member, EMW
Elizabeth B. Dater Managing Director and Member, EMW
Cary J. Davis Managing Director and Member, EMW
Stephen Distler Managing Director, Member and Treasurer, EMW
Harold W. Ehrlich Managing Director and Member, EMW
Kyle F. Frey Managing Director and Member, EMW
John L. Furth Managing Director and Member, EMW
Stewart K.P. Gross Managing Director and Member, EMW
Patrick T. Hackett Managing Director and Member, EMW
Jeffrey A. Harris Managing Director and Member, EMW
William H. Janeway Senior Managing Director and Member, EMW
Robert Janis Managing Director and Member, EMW
Douglas M. Karp Managing Director and Member, EMW
Charles R. Kaye Managing Director and Member, EMW
Henry Kressel Managing Director and Member, EMW
Joseph P. Landy Managing Director and Member, EMW
Sidney Lapidus Managing Director and Member, EMW
Kewsong Lee Managing Director and Member, EMW
Reuben S. Leibowitz Managing Director and Member, EMW
S. Joshua Lewis Managing Director and Member, EMW
Scott T. Lewis Managing Director and Member, EMW
David E. Libowitz Managing Director and Member, EMW
Brady T. Lipp Managing Director and Member, EMW
Stephen J. Lurito Managing Director and Member, EMW
</TABLE>
1
<PAGE> 14
<TABLE>
<S> <C>
Lynn S. Martin Managing Director and Member, EMW
Nancy Martin Managing Director and Member, EMW
Edward J. McKinley Managing Director and Member, EMW
Rodman W. Moorhead III Senior Managing Director and Member, EMW
Maryanne Mullarkey Managing Director and Member, EMW
Howard H. Newman Managing Director and Member, EMW
Gary D. Nusbaum Managing Director and Member, EMW
Sharon B. Parente Managing Director and Member, EMW
Dalip Pathak Managing Director and Member, EMW
Lionel I. Pincus Chairman of the Board, CEO, and Managing Member,
EMW; and Managing Partner, Pincus & Co.
Eugene L. Podsiadlo Managing Director and Member, EMW
Ernest H. Pomerantz Managing Director and Member, EMW
Brian S. Posner Managing Director and Member, EMW
Arnold M. Reichman Managing Director and Member, EMW
Roger Reinlieb Managing Director and Member, EMW
John D. Santoleri Managing Director and Member, EMW
Steven G. Schneider Managing Director and Member, EMW
Donald C. Schutltheis Managing Director and Member, EMW
Sheila N. Scott Managing Director and Member, EMW
Harold Sharon Managing Director and Member, EMW
Eugene J. Siembieda Managing Director and Member, EMW
Barbara Tarmy Managing Director and Member, EMW
James E. Thomas Managing Director and Member, EMW
Donna M. Vandenbulcke Managing Director and Member, EMW
John L. Vogelstein Vice Chairman and Member, EMW
Elizabeth H. Weatherman Managing Director and Member, EMW
Pincus & Co.*
NL & Co.**
</TABLE>
*New York limited partnership; its primary
activity is ownership interest in WP and EMW.
**New York limited partnership; its primary activity is
ownership interest in WP.
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<PAGE> 15
MEMBERS OF EMW
<TABLE>
<CAPTION>
Present Principal Occupation in Addition to
Position with EMW, and Positions with the
Name Reporting Entities
- ---- -------------------------------------------
<S> <C>
Joel Ackerman Partner, WP
Alvaro J. Aguirre Partner, WP
Harold Brown Partner, WP
W. Bowman Cutter Partner, WP
Elizabeth B. Dater Partner, WP
Cary J. Davis Partner, WP
Stephen Distler Partner, WP
P. Nicholas Edwards (2)
Harold W. Ehrlich Partner, WP
Kyle F. Frey Partner, WP
John L. Furth Partner, WP
Stewart K.P. Gross Partner, WP
Patrick T. Hackett Partner, WP
Jeffrey A. Harris Partner, WP
William H. Janeway Partner, WP
Robert Janis Partner, WP
Douglas M. Karp Partner, WP
Charles R. Kaye Partner, WP
Richard H. King (2)
Henry Kressel Partner, WP
Rajiv B. Lall (4)
Joseph P. Landy Partner, WP
Sidney Lapidus Partner, WP
Kewsong Lee Partner, WP
Reuben S. Leibowitz Partner, WP
S. Joshua Lewis Partner, WP
Scott T. Lewis Partner, WP
David E. Libowitz Partner, WP
Brady T. Lipp Partner, WP
Stephen J. Lurito Partner, WP
John W. MacIntosh (1)
Lynn S. Martin Partner, WP
Nancy Martin Partner, WP
Partner, WP
Edward J. McKinley
</TABLE>
3
<PAGE> 16
<TABLE>
<S> <C>
James McNaught-Davis (2)
Rodman W. Moorhead III Partner, WP
Maryanne Mullarkey Partner, WP
Howard H. Newman Partner, WP
Gary D. Nusbaum Partner, WP
Sharon B. Parente Partner, WP
Dalip Pathak Partner, WP
Lionel I. Pincus Managing Partner, WP; Chairman of the
Board and CEO, EMW; Managing Partner,
Pincus & Co.
Eugene L. Podsiadlo Partner, WP
Ernest H. Pomerantz Partner, WP
Brian S. Posner Partner, WP
Arnold M. Reichman Partner, WP
Roger Reinlieb Partner, WP
John D. Santoleri Partner, WP
Steven G. Schneider Partner, WP
Donald C. Schultheis Partner, WP
Sheila N. Scott Partner, WP
Harold Sharon Partner, WP
Dominic H. Shorthouse (2)
Eugene J. Siembieda Partner, WP
Chang Q. Sun (3)
Barbara Tarmy Partner, WP
James E. Thomas Partner, WP
Donna M. Vandenbulcke Partner, WP
John L. Vogelstein Partner, WP
Elizabeth H. Weathermen Partner, WP
Jeremy S. Young (2)
Pincus & Co.*
</TABLE>
(1) Citizen of Canada
(2) Citizen of United Kingdom
(3) Citizen of People's Republic of China
(4) Citizen of India
* New York limited partnership; its primary activity is ownership
interest in WP and EMW.
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<PAGE> 17
EXHIBIT INDEX
1. Joint Filing Agreement, dated as of May 27, 1999, by and among the
Reporting Entities.
2. Purchase Agreement, dated as of December 22, 1998, among the Company
and the Purchasers, incorporated by reference to the same document
included as Exhibit 99.1 to Current Report on Form 8-K filed by the
Company on December 23, 1998, under SEC File No. 1-12905 (the "Company
Form 8-K").
3. Statement of Resolution of Series B 8% Cumulative Perpetual Preferred
Stock of the Company incorporated by reference to the same document
included as Exhibit 4.5 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1998 ("Company Form 10-K").
4. Form of Series A Warrant incorporated by reference to the same document
included as Exhibit 4.6 to the Company Form 10-K.
5. Form of Series B Warrant incorporated by reference to the same document
included as Exhibit 4.7 to the Company Form 10-K.
6. Form of Series C Warrant incorporated by reference to the same document
included as Exhibit 4.8 to the Company Form 10-K.
7. Registration Rights Agreement, dated as of December 22, 1999, among the
Company and the Purchasers incorporated by reference to Exhibit
7.2(b)(iv) of the Purchase Agreement, included as Exhibit 99.1 to the
Company Form 8-K.
<PAGE> 1
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Common Stock of EEX Corporation is, and any amendment
thereto signed by each of the undersigned shall be, filed on behalf of each
undersigned pursuant to and in accordance with the provisions of 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
Dated: May 27, 1999
WARBURG, PINCUS EQUITY
PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
--------------------------------------
Stephen Distler
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
--------------------------------------
Stephen Distler
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
--------------------------------------
Stephen Distler
Managing Director
