<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Four Media Company
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
350872107
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(CUSIP Number of Class of Securities)
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)
Copies to:
Neil Novikoff, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
January 18, 1999
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(Date of Event which Requires
Filing of this Schedule)
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 Rule 13d-1(b)(3) or (4), check the following: |_|
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SCHEDULE 13D
- ------------------------------ -------------------
CUSIP No. 350872107 Page 2 of 18 Pages
- ------------------------------ -------------------
- ---- ---------------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Equity Partners, L.P.
I.D. #13-3986317
- ---- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- ---- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ---- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------- ------ ----------------------------------------------------------
7 SOLE VOTING POWER
0
------ ----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 6,898,753
BENEFICIALLY ------ ----------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------ ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
6,898,753
- ---- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,898,753
- ---- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.7%
- ---- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ---- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 350872107 Page 3 of 18 Pages
- ------------------------------ -------------------
- ---- ---------------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co.
I.D. #13-6358475
- ---- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- ---- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ---- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ---- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------- ------ ----------------------------------------------------------
7 SOLE VOTING POWER
0
------ ----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 7,300,268
BENEFICIALLY ------ ----------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------ ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,300,268
- ---- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,300,268
- ---- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
- ---- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ---- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP No. 350872107 Page 4 of 18 Pages
- ------------------------------ -------------------
- ---- ---------------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC
I.D. #13-3536050
- ---- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
- ---- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ---- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ---- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------- ------ ----------------------------------------------------------
7 SOLE VOTING POWER
0
------ ----------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 7,300,268
BENEFICIALLY ------ ----------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------ ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,300,268
- ---- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,300,268
- ---- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- ---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
- ---- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ---- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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 Four Media Company, a Delaware corporation (the
"Company"). Unless the context otherwise requires, references herein to the
"Common Stock" are to the Common Stock of Four Media Company, par value $0.01
per share.
As further detailed herein and in the Exhibits attached hereto, the
information reported on this Schedule 13D pertains to a series of voting
agreements entered into in the context of a purchase of Common Stock from
several different sellers (the "Transaction"). The consummation of the
Transaction and the completion of the purchase contemplated therein (the
"Closing") is contingent upon certain events beyond the control of the reporting
persons. Nevertheless, the voting agreements and certain related agreements may
presently confer beneficial ownership upon the reporting persons insofar as they
could be regarded as sharing in the direction of the voting or disposition of
Common Stock.
Pursuant to Rule 13d-4 of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), the reporting persons do hereby expressly declare
that the filing of this statement shall not be construed as an admission of
beneficial ownership of any of the securities covered by this statement.
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the Company,
and is being filed pursuant to Rule 13d-1 under the Exchange Act. The address of
the principal executive offices of the Company is 2813 West Alameda Avenue,
Burbank, California, 91505.
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. WP has a 20% interest in the
profits of WPEP as the general partner. 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.
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(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.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by WPEP to effect the Closing, should
all contingencies satisfied, is $80,040,187 and is to be furnished from the
working capital of WPEP.
Item 4. Purpose of Transaction.
The purchases by WPEP of Common Stock are planned to be effected because of
the Reporting Entities' belief that the Company represents an attractive
investment. The Reporting Entities may
7 of 18
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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.
(a) In connection with the Transaction, certain acquisitions of Common
Stock are contemplated by 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"), in which WPEP will
ultimately acquire, after the Closing, beneficial ownership of 94.5% of the
Common Stock purchased by the Purchasers. The remaining 5.5% of such Common
Stock will be allocated to the Netherlands Entities.
Pursuant to a securities purchase agreement with the Company, dated as of
January 18, 1999 (the "Securities Purchase Agreement"), the Purchasers will
acquire, subject to, among other things, receipt of stockholder, regulatory and
bank approval, 6,582,607
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newly issued shares of Common Stock from the Company for $52,660,856, and will
receive a warrant to purchase an additional 1,100,000 shares of Common Stock at
an exercise price of $15.00 per share. The Purchasers will also acquire, subject
to the closing of the purchase under the Securities Purchase Agreement,
3,119,627 shares of Common Stock beneficially owned by Technical Services
Partners, L.P. ("TSP"), a limited partnership controlled by Steinhardt
Management Company, Inc., for $23,397,202, pursuant to a stock purchase
agreement with TSP, dated as of January 18, 1999 (the "TSP Purchase Agreement").
Additionally, 497,766 shares of Common Stock subject to currently exercisable
stock options will be purchased by the Purchasers, subject to the closing of the
purchases under the Securities Purchase Agreement and the TSP Purchase
Agreement, for $3,982,128 from the Company's founders (the "Founders") pursuant
to a stock purchase agreement with such Founders, dated as of January 18, 1999
(the "Founders Purchase Agreement") upon the exercise of such options at
Closing; the Founders have agreed not to exercise such options until Closing.
Upon the closing of the Transaction, the Company will grant the Purchasers
customary demand and piggyback registration rights with respect to the shares of
Common Stock acquired by the Purchasers in the Transaction.
Concurrently with the closing of the Transaction, Fleming US Discovery Fund
III, L.P. and Fleming US Discovery Offshore Fund III, L.P. (the "Preferred
Stockholders"), the holders of all outstanding shares of the Company's preferred
stock, have agreed to convert all of their preferred stock into 2,250,000 shares
of
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Common Stock pursuant to a Preferred Stock Conversion and Stockholders
Agreement with the Company, dated as of January 18, 1999 (the "Conversion
Agreement"). Upon the Closing of the Transaction, the Company will grant the
Preferred Stockholders customary demand and piggyback registration rights with
respect to the shares of Common Stock issuable upon conversion of their
preferred stock in the Transaction.
Additionally, the Purchasers have entered into a voting and option
agreement with TSP, dated as of January 18, 1999 (the "Voting and Option
Agreement"), pursuant to which TSP granted Purchasers an option to purchase
3,119,627 shares of Common Stock (representing approximately 30% of the
outstanding shares of Common Stock on such date of execution) at a price of
$7.50 per share (the "TSP Option"). The TSP Option is exercisable upon the
occurrence of certain events causing the termination of the Securities Purchase
Agreement. The Purchasers have also entered into a voting agreement with the
Preferred Stockholders, dated as of January 18, 1999 (the "Preferred Voting
Agreement"), and a voting agreement with Robert T. Walston ("Walston"), the
Chief Executive Officer of the Company, dated as of January 18, 1999 (the
"Walston Voting Agreement").
The Voting and Option Agreement, the Preferred Voting Agreement and the
Walston Voting Agreement are referred to herein collectively as the "Voting
Agreements". Under the terms of the Voting Agreements, the Preferred
Stockholders, Walston and TSP have agreed to support the Transaction and to vote
against any competing transactions that may arise prior to termination of the
Securities
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Purchase Agreement. As a result of the Voting Agreements, holders of over 50% of
the outstanding shares of Common Stock have agreed to vote for the Transaction.
Additionally, in connection with the Transaction, Walston entered into a
new employment agreement (the "Walston Employment Agreement") with the Company,
dated as of January 1, 1999. The term of the Walston Employment Agreement will
commence on the Closing of the Transaction. Under the terms of the Walston
Employment Agreement, subject to the approval by the holders of Common Stock of
an amendment to the Company's 1997 Stock Plan to increase the number of shares
of Common Stock available for issuance thereunder, the Company will grant
Walston options to purchase 2,500,000 shares of Common Stock at an exercise
price of $8.00 per share.
The foregoing descriptions of the Securities Purchase Agreement, the TSP
Purchase Agreement, the Founders Purchase Agreement and the Voting Agreements
are qualified in their entirety by reference to the Securities Purchase
Agreement (and the exhibits thereto), the TSP Purchase Agreement (and the
exhibits thereto), the Founders Purchase Agreement (and the exhibits thereto)
and the Voting Agreements, which were filed as exhibits to the Company's Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the
"Commission") on January 20, 1999.
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
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in any other acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) 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 an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries.
(c) 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 sale or transfer of a material
amount of assets of the Company or any of its subsidiaries.
(d) Pursuant to the Securities Purchase Agreement, upon consummation of the
Transaction, the Purchasers will have the right, so long as they beneficially
own at least 35% of the then outstanding Common Stock, to cause the Company to
nominate and use its best efforts to elect individuals designated by the
Purchasers to comprise a majority of the members of the Company's Board of
Directors. Furthermore, for so long as the Purchasers beneficially own at least
10% and less than 35% of the then outstanding shares of Common Stock, the
Company will continue to be obligated to nominate and use its best efforts to
elect individuals designated by the Purchasers as members of the Company's Board
of Directors, the number of such directors to decrease in proportion to the
Purchasers' ownership of Common Stock.
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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 any other changes in the board of
directors or management of the Company, or which relate to or would result in
(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 January 18, 1998, the Purchasers, WP and EMW may be deemed to
beneficially own 7,300,268 shares of Common Stock. As of that date, WPEP may be
deemed to beneficially own 6,898,753 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.
As of January 18, 1999, 7,300,268 shares of
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Common Stock represented approximately 57.9% of the outstanding shares of Common
Stock, based on i) the 10,363,256 shares of Common Stock outstanding as of
November 1, 1998, as reported by the Company in its Quarterly Report on Form
10-Q for the quarterly period ended November 1, 1998, and ii) the 2,250,000
shares of Common Stock which will be received by the Preferred Stockholders upon
conversion of their preferred holdings upon the Closing of the Transaction.
(b) Pursuant to the Voting Agreements, during the time period from the
execution of the Voting Agreements until the Closing, the Purchasers may be
deemed to share in the direction of the voting of 3,119,627 shares of Common
Stock held by TSP, 1,432,875 shares of Common Stock held by Walston and
2,250,000 shares of Common Stock which the Preferred Stockholders will receive
upon conversion of their preferred stock at the Closing, for a total of
6,802,502 shares of Common Stock. In addition, pursuant to the Founders Purchase
Agreement, the Founders have agreed not to exercise the stock options
(respecting the underlying 497,766 shares of Common Stock the Purchasers will
acquire at Closing) until the Closing. As the Voting Agreements also impose
restrictions on the transfer of such 6,802,502 shares, the Purchasers may also
be deemed to share dispositive power over such shares. Of the aggregate
7,300,268 shares of Common Stock subject to such arrangements, WPEP may be
deemed to exercise shared voting and shared dispositive power over 6,898,753
shares of Common Stock. By virtue of ownership and control over the Purchasers,
WP and EMW
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may be deemed to exercise shared voting and shared dispositive power over all
7,300,268 shares.
At the present time, none of the Reporting Entities exercises sole voting
or sole dispositive power over any Common Stock.
(c) Except as set forth above, there 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, in the Explanatory Note, 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 January 25, 1999, by and among the
Reporting Entities.
2. Securities Purchase Agreement, dated as of January 18, 1999, among Four
Media Company (the "Company") and Warburg, Pincus Equity Partners, L.P.,
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., as Purchasers, incorporated by reference to the same document included as
Exhibit 99.2 to Current Report on Form 8-K filed by the Company on January 20,
1999, under SEC File No. 0-21943 (the "Company Form 8-K").
3. Stock Purchase Agreement, dated as of January 18, 1999, among Technical
Services Partners, L.P. and Warburg, Pincus Equity Partners, L.P., 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., as
Purchasers, incorporated by reference to the same document included as Exhibit
99.3 to the Company Form 8-K.
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4. Stock Purchase Agreement, dated as of January 18, 1999, among John H.
Donlon, Gavin W. Schutz, Robert Bailey and The Estate of John H. Sabin and
Warburg, Pincus Equity Partners, L.P., 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., as Purchasers,
incorporated by reference to the same document included as Exhibit 99.4 to the
Company Form 8-K.
5. Preferred Stock Conversion Agreement and Stockholders Agreement, dated
as of January 18, 1999, among the Company, Fleming US Discovery Fund III, L.P.,
Fleming US Discovery Offshore Fund III, L.P. and Warburg, Pincus Equity
Partners, L.P., 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., incorporated by reference to the same document
included as Exhibit 99.5 to the Company Form 8-K.
6. Voting Agreement, dated as of January 18, 1999, among Fleming US
Discovery Fund III, L.P., Fleming US Discovery Offshore Fund III, L.P. and
Warburg, Pincus Equity Partners, L.P., 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., incorporated by reference
to the same document included as Exhibit 99.6 to the Company Form 8-K.
7. Voting Agreement, dated as of January 18, 1999, among Robert T.
Walston, Technical Services Partners, L.P. and Warburg,
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Pincus Equity Partners, L.P., 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., incorporated by reference to the same
document included as Exhibit 99.7 to the Company Form 8-K.
8. Voting and Option Agreement, dated as of January 18, 1999, among
Technical Services Partners, L.P. and Warburg, Pincus Equity Partners, L.P.,
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., incorporated by reference to the same document included as Exhibit 99.8 to
the Company Form 8-K.
9. Press Release issued by the Company on January 19, 1999, incorporated by
reference to the same document 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: January 26, 1999 WARBURG, PINCUS EQUITY
PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
----------------------------
Partner
Dated: January 26, 1999 WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
----------------------------
Partner
Dated: January 26, 1999 E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
----------------------------
Managing Director
<PAGE>
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
----------------------
Present Principal Occupation
in Addition to Position with
WP, and Positions with the
Name Reporting Entities
- ---- -----------------------------
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
S-1
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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
Lynn S. Martin Managing Director and Member, EMW
S-2
<PAGE>
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
S-3
<PAGE>
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
Patricia F. Widner Managing Director and Member, EMW
Pincus & Co.*
NL & Co.**
* 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.
S-4
<PAGE>
MEMBERS OF EMW
--------------
Present Principal Occupation
in Addition to Position with
WP, and Positions with the
Name Reporting Entities
- ---- -----------------------------
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
S-5
<PAGE>
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
Edward J. McKinley Partner, WP
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
S-6
<PAGE>
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
Patricia F. Widner Partner, WP
Jeremy S. Young(2)
Pincus & Co.*
(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.
S-7
<PAGE>
Exhibit Index
1. Joint Filing Agreement, dated as of January 25, 1999, by and among the
Reporting Entities.
2. Securities Purchase Agreement, dated as of January 18, 1999, among Four
Media Company (the "Company") and Warburg, Pincus Equity Partners, L.P.,
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., as Purchasers, incorporated by reference to the same document included as
Exhibit 99.2 to Current Report on Form 8-K filed by the Company on January 20,
1999, under SEC File No. 0-21943 (the "Company Form 8-K").
3. Stock Purchase Agreement, dated as of January 18, 1999, among Technical
Services Partners, L.P. and Warburg, Pincus Equity Partners, L.P., 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., as
Purchasers, incorporated by reference to the same document included as Exhibit
99.3 to the Company Form 8-K.
4. Stock Purchase Agreement, dated as of January 18, 1999, among John H.
Donlon, Gavin W. Schutz, Robert Bailey and The Estate of John H. Sabin and
Warburg, Pincus Equity Partners, L.P., 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., as Purchasers,
incorporated by reference to the same document included as Exhibit 99.4 to the
Company Form 8-K.
5. Preferred Stock Conversion Agreement and Stockholders Agreement, dated
as of January 18, 1999, among the Company, Fleming US Discovery Fund III, L.P.,
Fleming US Discovery Offshore Fund III, L.P. and Warburg, Pincus Equity
Partners, L.P., 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., incorporated by reference to the same document
included as Exhibit 99.5 to the Company Form 8-K.
6. Voting Agreement, dated as of January 18, 1999, among Fleming US
Discovery Fund III, L.P., Fleming US Discovery Offshore Fund III, L.P. and
Warburg, Pincus Equity Partners, L.P., 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., incorporated by reference
to the same document included as Exhibit 99.6 to the Company Form 8-K.
<PAGE>
7. Voting Agreement, dated as of January 18, 1999, among Robert T. Walston,
Technical Services Partners, L.P. and Warburg, Pincus Equity Partners, L.P.,
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., incorporated by reference to the same document included as Exhibit 99.7 to
the Company Form 8-K.
8. Voting and Option Agreement, dated as of January 18, 1999, among
Technical Services Partners, L.P. and Warburg, Pincus Equity Partners, L.P.,
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., incorporated by reference to the same document included as Exhibit 99.8 to
the Company Form 8-K.
9. Press Release issued by the Company on January 19, 1999, incorporated by
reference to the same document included as Exhibit 99.1 to the Company Form 8-K.
<PAGE>
Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13D with
respect to the shares of Common Stock of Four Media Company 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: January 25, 1999
WARBURG, PINCUS EQUITY
PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
---------------------------
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
---------------------------
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
---------------------------
Managing Director
