<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE COBALT GROUP, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, $0.01 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
19074Q 10 3
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
June 26, 2000
--------------------------------------------------------------------------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following: [X]
<PAGE>
SCHEDULE 13D
--------------------- ------------------
CUSIP No. 19074Q 10 3 Page 2 of 13 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) [X]
(b) [ ]
----------- --------------------------------------------------------------------
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
8,180,585
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
8,180,585
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,180,585
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%
----------- --------------------------------------------------------------------
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
--------------------- ------------------
CUSIP No. 19074Q 10 3 Page 3 of 13 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) [X]
(b) [ ]
----------- --------------------------------------------------------------------
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
8,180,585
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
8,180,585
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,180,585
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%
----------- --------------------------------------------------------------------
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
--------------------- ------------------
CUSIP No. 19074Q 10 3 Page 4 of 13 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) [X]
(b) [ ]
----------- --------------------------------------------------------------------
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
8,180,585
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
8,180,585
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,180,585
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%
---------- ---------------------------------------------------------------------
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>
This Schedule 13D is being filed on behalf of Warburg, Pincus Equity
Partners, L.P., a Delaware limited partnership (together with three affiliated
entities, "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"). This Schedule 13D
relates to the common shares, par value $0.01, of The Cobalt Group, Inc., a
Washington corporation (the "Company"). Unless the context otherwise requires,
references herein to the "Common Stock" are to the shares of common stock of the
Company, par value $0.01 per share.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock, and is being
filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The address of the principal executive offices of
the Company is 2200 First Avenue, Suite 400, Seattle, Washington 98134.
Item 2. Identity and Background.
(a) This statement is filed by 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
6
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as general partner of WPEP, Warburg, Pincus Ventures, L.P., Warburg, Pincus
Investors, L.P., Warburg, Pincus Ventures International, L.P. and Warburg,
Pincus Capital Company, L.P. The principal business of EMW is acting as manager
of WPEP, Warburg, Pincus Ventures, L.P., Warburg, Pincus Investors, L.P.,
Warburg, Pincus Ventures International, 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.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by WPEP to purchase the Common Stock it
holds was approximately $29.3 million, and was furnished from the working
capital of WPEP.
7
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Item 4. Purpose of Transaction.
In October 1998, WPEP acquired shares of preferred stock of the Company,
for an aggregate purchase price of approximately $29.3 million. Those shares
were subsequently converted into shares of Common Stock in connection with the
Company's initial public offering. On June 26, 2000, WPEP and other strategic
investors entered into a Securities Purchase Agreement with the Company (the
"Securities Purchase Agreement"), attached hereto as Exhibit 2, pursuant to
which WPEP and the other investors granted the Company an irrevocable option to
cause WPEP and the other investors to purchase, subject to the terms and
conditions of the Securities Purchase Agreement, an aggregate of up to 2,187,289
shares of Common Stock at a purchase price of $6.8578 per share. Under the terms
of the Securities Purchase Agreement, WPEP is obligated to purchase up to
1,312,373 shares of Common Stock. The Company may exercise the option in whole
or in part on only one occasion by giving written notice to WPEP and the other
investors not earlier than 80 nor more than 140 days after June 26, 2000. In the
event the Company exercises the option, the closing of such sales and purchases
is subject to customary conditions, including the termination or expiration of
any applicable waiting period under the Hart-Scott-Rodino Act.
In consideration for granting the option to the Company, WPEP and the other
investors received warrants from the Company to purchase shares of Common Stock
at a purchase price of $6.8578 per share. The warrant granted to WPEP to acquire
up to 416,390 shares of Common Stock is attached hereto as Exhibit 3. The
warrant is exercisable at any time and from time to time, in whole or in part,
by WPEP until June 26, 2005.
The purchases by WPEP of Common Stock were effected because of the
Reporting Entities' belief that the Company represented, and that the Company
continues to represent, an attractive investment. WP has followed the Company
and the industry for many years. WP views the investment as attractive based on
the Company's business prospects and strategy, and is very supportive of the
management team and its ability to execute this strategy. The Reporting Entities
may from time to time acquire additional shares of the Company or engage in
discussions with the Company concerning further acquisitions of shares of the
Company or further investments by them in the Company. The Reporting
8
<PAGE>
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, or to decrease, the size of their investment in the Company.
Except as set forth in this statement 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) the acquisition by
any person of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, By-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible
9
<PAGE>
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 July 6, 2000 WPEP, WP and EMW each beneficially owned 8,180,585
shares of Common Stock. By reason of their respective relationships with WPEP,
each of the Reporting Enitities 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 8,180,585 shares of Common Stock represented approximately 45.5% of the
outstanding shares of Common Stock, based on the 17,557,008 shares of Common
Stock outstanding as of June 26, 2000, as represented by the Company in the
Securities Purchase Agreement.
In addition, under the Securities Purchase Agreement as described in Item
4, the Company has the right to require WPEP to purchase, subject to the terms
and conditions of that agreement, up to 1,312,373 shares of Common Stock at
$6.8578 per share.
(b) Each of the Reporting Entities has sole power to dispose or to direct
the disposition with respect to the 8,180,585 shares and all shares acquired by
WPEP.
(c) Except for the transaction described in Item 4, during the last sixty
days there were no transactions effected by the Reporting Entities or by any of
the persons set forth on Schedule I hereto.
10
<PAGE>
(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, attached hereto as Exhibit 1, with
respect to the joint filing of this statement, and any amendment or amendments
hereto.
A Securities Purchase Agreement by and among the WPEP, Riverside
Partnership, Third Point Partners L.P., Third Point Offshore Fund Ltd., Points
West International Investments Ltd. and the Company was entered into on June 26,
2000 and is described herein in Item 4, supra. A warrant was issued by the
Company to WPEP on June 26, 2000 in connection with the execution of the
Securities Purchase Agreement and is described herein in Item 4, supra.
In connection with this transaction, a Third Amendment to Registration
Agreement was also entered into by the Company and WPEP on that date. This
Agreement contains standard provisions found in agreements of such type,
including "demand" and "piggyback" registration rights with respect to the
shares of Common Stock beneficially owned by WPEP. The foregoing summary of the
Registration Agreement is qualified in its entirety by reference to the
Registration Agreement, as amended. A copy of each of the Registration
Agreement, the First Amendment to the Registration
11
<PAGE>
Agreement, the Second Amendment to the Registration Agreement and the Third
Amendment to the Registration Agreement are attached hereto as Exhibit 4, 5, 6
and 7, respectively.
Except as referred to above, 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.
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 July 7, 2000, by and among the
Reporting Entities.
2. Securities Purchase Agreement, dated as of June 26, 2000, by and among
WPEP, Riverside Partnership, Third Point Partners L.P., Third Point Offshore
Fund Ltd., Points West International investments Ltd. and the Company.
3. Warrant, dated June 26, 2000 to purchase shares of Common Stock.
4. Registration Agreement, dated as of February 28, 1997, by and among the
Company and the parties named therein.*
5. First Amendment to Registration Agreement, dated as of October 7, 1998,
by and among the Company and the parties named therein.*
12
<PAGE>
6. Second Amendment to Registration Agreement, dated as of July 7, 1998, by
and among the Company and the parties named therein.*
7. Third Amendment to Registration Agreement, dated as of June 26, 2000, by
and among the Company and the parties named therein.
----------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 (No. 333-79483) filed on May 27, 1999, as amended.
13
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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: July 7, 2000 WARBURG, PINCUS EQUITY
PARTNERS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
-----------------------------------
Stephen Distler
Partner
Dated: July 7, 2000 WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
-----------------------------------
Stephen Distler
Partner
Dated: July 7, 2000 E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
-----------------------------------
Stephen Distler
Member
<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 members of E.M.
Warburg, Pincus & Co., LLC ("EMW LLC"). The sole general partner of Warburg,
Pincus Equity Partners, L.P. ("WPEP") is WP. WPEP, WP, and EMW LLC are
hereinafter collectively referred to as the "Reporting Entities". Except as
otherwise indicated, the business address of each of such persons is 466
Lexington Avenue, New York, New York 10017, and each of such persons is a
citizen of the United States.
GENERAL PARTNERS OF WP
----------------------
--------------------------- ----------------------------------------------------
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
--------------------------- ----------------------------------------------------
Joel Ackerman Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Harold Brown Partner of WP; Member and Senior Managing Director
of EMW LLC
--------------------------- ----------------------------------------------------
W. Bowman Cutter Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Cary J. Davis Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Stephen Distler Partner of WP; Member, Managing Director and
Treasurer of EMW LLC
--------------------------- ----------------------------------------------------
Stewart K. P. Gross Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
S-1
<PAGE>
--------------------------- ----------------------------------------------------
Patrick T. Hackett Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Jeffrey A. Harris Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
William H. Janeway Partner of WP; Member and Senior Managing Director
of EMW LLC
--------------------------- ----------------------------------------------------
Douglas M. Karp Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Charles R. Kaye Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Henry Kressel Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Joseph P. Landy Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Sidney Lapidus Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Kewsong Lee Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Jonathan S. Leff Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Reuben S. Leibowitz Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
David E. Libowitz Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Nancy Martin Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Edward J. McKinley Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Rodman W. Moorhead III Partner of WP; Member and Senior Managing Director
of EMW LLC
--------------------------- ----------------------------------------------------
Howard H. Newman Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
S-2
<PAGE>
--------------------------- ----------------------------------------------------
Gary D. Nusbaum Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Dalip Pathak Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Lionel I. Pincus Managing Partner of WP; Managing Member, Chairman of
the Board and Chief Executive Officer of EMW LLC
--------------------------- ----------------------------------------------------
John D. Santoleri Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Henry Schacht Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Steven G. Schneider Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
John L. Vogelstein Partner of WP; Member and Vice Chairman of EMW LLC
--------------------------- ----------------------------------------------------
Elizabeth H. Weatherman Partner of WP; Member and Managing Director of EMW
LLC
--------------------------- ----------------------------------------------------
Pincus & Co.*
--------------------------- ----------------------------------------------------
NL & Co.**
--------------------------- ----------------------------------------------------
---------------------
* New York limited partnership; primary activity is ownership interest in WP
and EMW LLC.
** New York limited partnership; primary activity is ownership interest in WP.
As of 6/00
S-3
<PAGE>
MEMBERS OF EMW LLC
------------------
------------------------------ -------------------------------------------------
PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH EMW LLC, AND POSITIONS
NAME WITH THE REPORTING ENTITIES
------------------------------ -------------------------------------------------
Joel Ackerman Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Frank M. Brochin (1) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Harold Brown Member and Senior Managing Director of EMW LLC;
Partner of WP
------------------------------ -------------------------------------------------
W. Bowman Cutter Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Cary J. Davis Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Stephen Distler Member, Managing Director, and Treasurer of EMW
LLC; Partner of WP
------------------------------ -------------------------------------------------
Tetsuya Fukagawa (2) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Stewart K. P. Gross Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Alf Grunwald (3) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Patrick T. Hackett Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Jeffrey A. Harris Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
S-4
<PAGE>
------------------------------ -------------------------------------------------
Roberto Italia (4) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
William H. Janeway Member and Senior Managing Director of EMW LLC;
Partner of WP
------------------------------ -------------------------------------------------
Douglas M. Karp Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Charles R. Kaye Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Henry Kressel Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Rajiv B. Lall (5) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Joseph P. Landy Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Sidney Lapidus Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Kewsong Lee Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Jonathan S. Leff Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Reuben S. Leibowitz Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
David E. Libowitz Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Nicholas J. Lowcock (6) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
John W. MacIntosh (7) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Nancy Martin Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Edward J. McKinley Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
James McNaught-Davis (6) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Rodman W. Moorhead III Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
S-5
<PAGE>
------------------------------ -------------------------------------------------
Howard H. Newman Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Gary D. Nusbaum Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Dalip Pathak Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Lionel I. Pincus Managing Member, Chairman of the Board and Chief
Executive of EMW LLC; Managing Partner of WP
------------------------------ -------------------------------------------------
John D. Santoleri Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Henry Schacht Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Steven G. Schneider Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Dominic H. Shorthouse (6) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Melchior Stahl (3) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Chang Q. Sun (8) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
John L. Vogelstein Member and Vice Chairman of EMW LLC; Partner of
WP
------------------------------ -------------------------------------------------
Elizabeth H. Weatherman Member and Managing Director of EMW LLC; Partner
of WP
------------------------------ -------------------------------------------------
Jeremy S. Young (6) Member and Managing Director of EMW LLC
------------------------------ -------------------------------------------------
Pincus & Co.*
------------------------------ -------------------------------------------------
(1) - Citizen of France
(2) - Citizen of Japan
(3) - Citizen of Germany
(4) - Citizen of Italy
(5) - Citizen of India
S-6
<PAGE>
(6) - Citizen of United Kingdom
(7) - Citizen of Canada
(8) - Citizen of China
* New York limited partnership; primary activity is ownership interest in WP
and EMW LLC
As of 6/00
S-7
