<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 3)
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:
Jeffrey R. Poss, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
December 6, 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/A
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CUSIP No. 350872107 Page 2 of 13 Pages
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- ----------- --------------------------------------------------------------------
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
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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 BOX 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
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 10,678,500
PERSON WITH
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9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,678,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,678,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
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14 TYPE OF REPORTING PERSON*
PN
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*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.
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SCHEDULE 13D/A
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CUSIP No. 350872107 Page 3 of 13 Pages
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1 NAME OF REPORT 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 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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 11,300,000
PERSON WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,300,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11,300,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
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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/A
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CUSIP No. 350872107 Page 4 of 13 Pages
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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 SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 11,300,000
PERSON WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,300,000
- ---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11,300,000
- ---------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ---------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
- ---------- ---------------------------------------------------------------------
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 Amendment No. 3 to Schedule 13D ("Schedule 13D/A") 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" and,
together with WPEP and WP, the "Reporting Entities"), relating to the common
stock, par value $0.01 per share, of Four Media Company, a Delaware corporation
(the "Company"). In addition, Warburg, Pincus Netherlands Equity Partners I,
C.V. ("WPNEPI"), Warburg, Pincus Netherlands Equity Partners II, C.V. ("WNEPII")
and Warburg, Pincus Netherlands Equity Partners III, C.V. ("WNEPIII") are
included as Reporting Entities in this Amendment No. 3. 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/A pertains to the proposed sale of the
Company (the "Transaction"). On December 6, 1999, the Company, AT&T Corp.,
D-Group Merger Corp. ("Merger Sub") and Liberty Media Corporation ("Liberty")
entered into a definitive Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which, inter alia, Liberty agreed to acquire all of the outstanding
shares of Common Stock of the Company. A copy of the Merger Agreement is
attached hereto as Exhibit 2 and is incorporated herein by reference. Pursuant
to a Voting Agreement, dated as of December 6, 1999, the Reporting Entities
agreed, inter alia, to vote in favor of the Transaction.
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While the consummation of the Transaction is contingent upon certain events
beyond the control of the Reporting Entities, the Voting Agreement could confer
beneficial ownership upon Liberty insofar as it could be regarded as sharing in
the direction of the voting of Common Stock beneficially owned by the Reporting
Entities.
The original Schedule 13D with respect to the Transaction was filed on
January 26, 1999, following the Reporting Entities' initial investment in the
Company and was amended to reflect the closing of such initial investment as of
April 8, 1999 and the execution of a non-binding letter of intent relating to
the Transaction as of October 29, 1999.
Item 1. Security and Issuer.
This amended statement on Schedule 13D/A relates to the Common Stock of the
Company, and is being filed pursuant to Rules 13d-1 and 13d-2 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. 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.
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(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.
No change.
Item 4. Purpose of Transaction.
On December 6, 1999, the Company entered into the Merger Agreement pursuant
to which Liberty agreed to acquire the Company by means of a merger of Merger
Sub, a wholly owned subsidiary of Liberty, with and into the Company (the
"Merger"), with the Company surviving the Merger. At the effective time of the
Merger (the "Effective Time"), each share of Common Stock will be converted into
and represent the right to receive, and will be exchangeable for, (i) 0.16129
shares of Class A Liberty Group Stock of AT&T Corp., Liberty's parent company,
and (ii) $6.25 in cash. Consummation of the Merger is subject to the approval of
the Merger Agreement by the Company's stockholders, the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, the receipt of all required approvals of the Federal
Communications Commission and any other required regulatory approvals, and the
satisfaction or waiver of certain other conditions as are more fully described
in the Merger Agreement.
Concurrent with the execution of the Merger Agreement, the Reporting
Entities entered into the Voting Agreement as an inducement to Liberty to enter
into the Merger Agreement. Pursuant to the Voting Agreement, the Reporting
Entities have agreed with Liberty that they will not directly or indirectly (i)
tender into any tender or exchange offer or otherwise sell, transfer, pledge,
assign, hypothecate or otherwise dispose of, or
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encumber with any lien, any of the Company's securities; (ii) acquire any shares
of Common Stock or other securities of the Company, subject to certain
exceptions set forth in the Voting Agreement or pursuant to an exercise of
outstanding warrants to purchase Common Stock held by the Reporting Entities;
(iii) deposit any of the Company's securities into a voting trust, enter into a
voting agreement or arrangement with respect to the Company's securities or
grant any proxy or power of attorney with respect to such securities (other than
the Voting Agreement); (iv) enter into any contract, option or other arrangement
or undertaking with respect to the direct or indirect acquisition or sale,
transfer, pledge, assignment, hypothecation or other disposition of any interest
in or the voting of any shares of Common Stock or any other securities of the
Company; (v) participate or engage in any discussions or negotiations with any
person other than Liberty or its affiliates relating to any of the foregoing; or
(vi) provide any material non-public information regarding the Company or any of
its subsidiaries or any of the Company's securities to any person other than
Liberty and its affiliates, or affiliates and advisors of the Reporting Entities
in connection with any of the foregoing. If any of the Reporting Entities or
their representatives receives any inquiry or proposal regarding the possibility
of any of the foregoing, such party is required to promptly notify Liberty
thereof in writing and to provide Liberty with such information regarding such
inquiry or proposal as Liberty shall reasonably request, to
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the full extent such information is reasonably available to such party.
The foregoing descriptions of the Merger Agreement and the Voting Agreement
and the transactions contemplated therein do not purport to be complete and are
qualified in their entirety by reference to the Merger Agreement, a copy of
which is incorporated by reference as Exhibit 2 hereto, and the Voting
Agreement, a copy of which is incorporated by reference as Exhibit 3 hereto.
(a) 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 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.
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(d) 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
(i) any material change in the present capitalization or dividend policy of the
Company; (ii) any other material change in the Company's business or corporate
structure; (iii) 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; (iv) 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; (v) 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 (vi) any action similar to any of those enumerated
above.
Item 5. Interest in Securities of the Issuer.
No change.
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 the
original Schedule 13D, this amendment and any further amendments hereto.
Except as referred to above, in the Explanatory Note, and elsewhere in this
statement, there are no contracts, arrangements,
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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.
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. Agreement and Plan of Merger, dated as of December 6, 1999, among Four
Media Company, Liberty Media Corporation, AT&T Corp. and D-Group Merger Corp.,
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 7, 1999, under SEC
File No. 0-21943.
3. Voting Agreement, dated as of December 6, 1999, among Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V.,
Warburg, Pincus Netherlands Equity Partners II, C.V., Warburg, Pincus
Netherlands Equity Partners III, C.V., Four Media Company and Liberty Media
Corporation, incorporated by reference to the same document included as Exhibit
99.2 to Current Report on Form 8-K filed by the Company on December 7, 1999,
under SEC File No. 0-21943.
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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: December 6, 1999 WARBURG, PINCUS EQUITY
PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
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Partner
Dated: December 6, 1999 WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
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Partner
Dated: December 6, 1999 E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
------------------------------
Managing Director
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S-8
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
Alan Baratz Managing Director and Member, EMW
Harold Brown Senior Managing Director and Member, EMW
W. Bowman Cutter Managing Director and Member, EMW
Cary J. Davis Managing Director and Member, EMW
Stephen Distler Managing Director, Member and
Treasurer, 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
S-1
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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
David E. Libowitz 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
Howard H. Newman Managing Director and Member, EMW
Gary D. Nusbaum 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.
Ernest H. Pomerantz Managing Director and Member, EMW
John D. Santoleri Managing Director and Member, EMW
S-2
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Steven G. Schneider Managing Director and Member, EMW
James E. Thomas 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.**
* 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-3
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MEMBERS OF EMW
--------------
Present Principal Occupation
in Addition to Position with
EMW, and Positions with the
Name Reporting Entities
- ---- ----------------------------
Joel Ackerman Partner, WP
Alvaro J. Aguirre Partner, WP
Alan Baratz Partner, WP
Harold Brown Partner, WP
W. Bowman Cutter Partner, WP
Cary J. Davis Partner, WP
Stephen Distler Partner, WP
Stewart K.P. Gross Partner, WP
Patrick T. Hackett Partner, WP
Jeffrey A. Harris Partner, WP
William H. Janeway Partner, WP
Douglas M. Karp Partner, WP
Charles R. Kaye Partner, WP
Henry Kressel Partner, WP
Rajiv B. Lall(1)
Joseph P. Landy Partner, WP
Sidney Lapidus Partner, WP
Kewsong Lee Partner, WP
Reuben S. Leibowitz Partner, WP
S. Joshua Lewis Partner, WP
David E. Libowitz Partner, WP
John W. MacIntosh(2)
S-4
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Nancy Martin Partner, WP
Edward J. McKinley Partner, WP
James McNaught-Davis(3)
Rodman W. Moorhead III Partner, WP
Howard H. Newman Partner, WP
Gary D. Nusbaum Partner, WP
Dalip Pathak Partner, WP
Lionel I. Pincus Managing Partner, WP; Chairman
of the Board and CEO, EMW;
Managing Partner, Pincus & Co.
Ernest H. Pomerantz Partner, WP
John D. Santoleri Partner, WP
Steven G. Schneider Partner, WP
Dominic H. Shorthouse(3)
Melchior Stahl(4)
Chang Q. Sun(5)
James E. Thomas Partner, WP
John L. Vogelstein Partner, WP
Elizabeth H. Weathermen Partner, WP
Jeremy S. Young(3)
Pincus & Co.*
(1) Citizen of India
(2) Citizen of Canada
(3) Citizen of United Kingdom
(4) Citizen of Germany
(5) Citizen of People's Republic of China
* New York limited partnership; its primary activity is ownership interest
in WP and EMW.
S-5
<PAGE>
Exhibit Index
1. Joint Filing Agreement, dated as of January 25, 1999, by and among the
Reporting Entities.
2. Agreement and Plan of Merger, dated as of December 6, 1999, among Four
Media Company, Liberty Media Corporation, AT&T Corp. and D-Group Merger Corp.,
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 7, 1999, under SEC
File No. 0-21943.
3. Voting Agreement, dated as of December 6, 1999, among Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V.,
Warburg, Pincus Netherlands Equity Partners II, C.V., Warburg, Pincus
Netherlands Equity Partners III, C.V., Four Media Company and Liberty Media
Corporation, incorporated by reference to the same document included as Exhibit
99.2 to Current Report on Form 8-K filed by the Company on December 7, 1999,
under SEC File No. 0-21943.
<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
