CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Magma Copper Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
559177 20 9
(CUSIP Number)
Andrew R. Brownstein
c/o Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
(Name, address and telephone number of person authorized
to receive notices and communications)
June 10, 1994
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b) (3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement:
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CUSIP NO. 559177 20 9
_____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Warburg, Pincus Capital Company, L.P. 06-1183391
_____________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
_____________________________________________________________
3. SEC Use Only
_____________________________________________________________
4. Source of Funds
00
_____________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
_____
_____________________________________________________________
6. Citizenship or Place of Organization
Delaware
____________________________________________________________
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power:
Owned by 16,899,616* Common
Each Reporting 9. Sole Dispositive Power:
Person With
10. Shared Dispositive Power:
16,899,616* Common
* Subject to the restrictions previously described in Item 4
of Schedule 13D. See also Item 5.
____________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 16,899,616
Common
See Item 5
____________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
_____
____________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
36.2% See Item 5
____________________________________________________________
14. Type of Reporting Person
PN
____________________________________________________________
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CUSIP NO. 559177 20 9
_____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
E.M. Warburg, Pincus & Co., Inc. 13-2649089
_____________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
_____________________________________________________________
3. SEC Use Only
_____________________________________________________________
4. Source of Funds
Not applicable
_____________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
____
_____________________________________________________________
6. Citizenship or Place of Organization
Delaware
____________________________________________________________
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power:
Owned by 16,899,616* Common
Each Reporting 9. Sole Dispositive Power:
Person With
10. Shared Dispositive Power:
16,899,616* Common
____________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 16,899,616
Common
See Item 5
____________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
____
____________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
36.2% See Item 5
____________________________________________________________
14. Type of Reporting Person
CO
____________________________________________________________
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CUSIP NO. 559177 20 9
_____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Warburg, Pincus Ventures, Inc. 13-3040492
_____________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
_____________________________________________________________
3. SEC Use Only
_____________________________________________________________
4. Source of Funds
Not applicable
_____________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
____
_____________________________________________________________
6. Citizenship or Place of Organization
Delaware
____________________________________________________________
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power:
Owned by 16,899,616* Common
Each Reporting 9. Sole Dispositive Power:
Person With
10. Shared Dispositive Power:
16,899,616* Common
* Subject to the restrictions previously described in item 4
of Schedule 13D. See also Item 5.
____________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 16,899,616
Common
See Item 5
____________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
____
____________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
36.2% See Item 5
____________________________________________________________
14. Type of Reporting Person
CO
____________________________________________________________
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CUSIP NO. 559177 20 9
_____________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Warburg, Pincus & Co. 13-6358475
_____________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
_____________________________________________________________
3. SEC Use Only
_____________________________________________________________
4. Source of Funds
Not applicable
_____________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
____
_____________________________________________________________
6. Citizenship or Place of Organization
Delaware
____________________________________________________________
Number of 7. Sole Voting Power:
Shares
Beneficially 8. Shared Voting Power:
Owned by 16,899,616* Common
Each Reporting 9. Sole Dispositive Power:
Person With
10. Shared Dispositive Power:
16,899,616* Common
* Subject to the restrictions previously described in item 4
of Schedule 13D. See also Item 5.
____________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 16,899,616
Common
See Item 5
____________________________________________________________
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
____
____________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
36.2% See Item 5
____________________________________________________________
14. Type of Reporting Person
CO
____________________________________________________________
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Amendment No. 11 to
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
MAGMA COPPER COMPANY
This statement constitutes Amendment No. 11 to the
Schedule 13D filed December 1, 1988, as amended December 30,
1988, December 10, 1990, December 18, 1991, December 20, 1992,
December 29, 1992, March 3, 1994, March 10, 1994, May 11, 1994,
May 18, 1994 and May 31, 1994 by Warburg, Pincus Capital Com-
pany, L.P. ("WPCC"), a Delaware limited partnership, E.M.
Warburg, Pincus & Co., Inc., a Delaware corporation, Warburg,
Pincus Ventures, Inc., a Delaware corporation, and Warburg,
Pincus & Co., a New York partnership, in connection with the
ownership of common stock, par value $.01 (the "Common Stock"),
of Magma Copper Company, a Delaware corporation (hereinafter
referred to as the "Company").
Pursuant to Item 101(a)(2)(ii) of Regulation S-T,
this Amendment No. 11 restates the Schedule 13D, as amended, in
its entirety.
Item 1. Securities and Issuer, is hereby amended and restated
in its entirety, as follows:
This statement relates to the Class B Common Stock,
par value $.01 (the "Class B Common Stock") and the Common
Stock of Magma Copper Company, a Delaware corporation (here-
inafter referred to as the "Company" or "Magma"), whose prin-
cipal executive offices are located at Highway 76 (P.O. Box M),
San Manuel, Arizona 85631.
The Reporting Entities (as hereinafter defined) orig-
inally acquired beneficial ownership of 13,056,835 shares of
Class B Common Stock (as calculated in Item 5 hereof), through
a Purchase Agreement dated as of November 20, 1988 between
Magma Copper Company and Warburg, Pincus Capital Company, L.P.
as amended November 30, 1988 (the "Purchase Agreement") at-
tached hereto as Exhibit 1. Pursuant to the Purchase Agreement
the Reporting Entities acquired 930,000 shares of the Company's
Series B Cumulative Convertible Exchangeable Preferred Stock,
par value $.01 (the "Series B Preferred Stock") and warrants to
purchase 1,000,000 shares of Class B Common Stock (or under
certain circumstances Series C Preferred Stock) of Magma Copper
Company (each such right to purchase one share of Class B Com-
mon Stock pursuant thereto being a "Warrant"). Immediately
following the purchase by WPCC, WPCC sold 80,000 shares of
Series B Preferred Stock and 86,022 Warrants to Drexel Burnham
Lambert Incorporated ("DBL").
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From and after November 30, 1993 the Series B Pre-
ferred Stock became subject to exchange at the option of the
Company in certain circumstances, for 10% Junior Subordinated
Convertible Notes due December 31, 2003 (the "Notes"). For the
first five years after issuance, the Series B Preferred Stock
paid dividends in the form of Class B Common Stock and cash (as
described in Item 4 herein), and the cash portion of such divi-
dends was payable at the option of the Company in Junior Subor-
dinated Zero Coupon Notes (the "Zero Notes"). Thereafter,
dividends are payable in cash at a 10% annual rate. In the
event that the Company had been for any reason unable to issue
Class B Common Stock to the holders of the Series B Preferred
Stock, the Warrants, the Notes, or any other securities issued
in connection therewith, the Company was obligated to issue
shares of Series C Convertible Preferred Stock, par value $.01,
of Magma (the "Series C Preferred Stock" and collectively with
the Class B Common Stock, the Series B Preferred Stock, the
Notes, the Zero Notes, and the Warrants, the "Magma Securi-
ties"). In connection with the purchase of the Magma Securi-
ties, one of the Reporting Entities, WPCC entered into a Stand-
still Agreement dated as of November 30, 1988 (the "Standstill
Agreement") and a Registration Rights Agreement dated as of
November 30, 1988 (the "Registration Rights Agreement") with
the Company, attached hereto as Exhibits 2 and 3, respectively.
The Certificate of Designations for the Series B Preferred
Stock, the Warrants, the Notes, the Zero Notes, and the Cer-
tificate of Designations for the Series C Preferred Stock are
attached hereto as Exhibits 4 to 8, respectively.
Pursuant to the transactions described in Item 5
below, WPCC's holdings of Class A Common Stock, Class B Common
Stock and Series B Preferred Stock were converted into or
exchanged for Common Stock of the Company.
Item 2. Identity and Background, is hereby amended and re-
stated in its entirety, as follows:
This statement is being filed by (a) WPCC, a Delaware
limited partnership, which is engaged in making venture capital
and related investments; (b) E.M. Warburg, Pincus & Co., Inc.,
a Delaware corporation ("EMW"), which is engaged in providing
specialized financial advisory and investment counselling ser-
vices; (c) Warburg, Pincus Ventures, Inc., a Delaware corpora-
tion ("WPV"), which is a wholly-owned subsidiary of EMW, the
principal business of which is the management of WPCC, Warburg,
Pincus Associates, L.P. ("WPA") and Warburg, Pincus Capital
Partners, L.P. ("WPCP"); and (d) Warburg, Pincus & Co., a New
York general partnership ("WP"), the principal business of
which is to act as the general partner of WPCC, WPA and WPCP
and as a holding company for its ownership of securities of
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EMW. EMW owns .85% of the limited partnership interests in
WPCC. WP as the sole general partner of WPCC has a 20% inter-
est in the profits of WPCC and is the owner of all the out-
standing common stock of EMW. WPV has entered into a manage-
ment agreement with WPCC for the management of WPCC. Lionel I.
Pincus is the managing partner of WP and may be deemed to con-
trol it. The business address of each of the foregoing is 466
Lexington Avenue, New York, New York 10017. WPCC, WPV, WP and
EMW are hereinafter collectively referred to as the "Reporting
Entities".
Schedule I attached hereto sets forth certain addi-
tional information with respect to each director and each exec-
utive officer of each of WPV and EMW and each general partner
of WP and WPCC. Schedule I is hereby amended and restated in
its entirety.
None of the Reporting Entities nor, to the best of
their knowledge, any person listed in Schedule I hereto, has
been during the last five years (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemean-
ors) or (b) 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 judgement, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding a violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration, is
hereby amended and restated in its entirety as
follows:
The aggregate purchase price of the Magma Securities
beneficially owned by WPCC as of November 30, 1988 was
$85,000,000, all of which was obtained from the general funds
of WPCC.
The amount of funds required for the purchase trans-
actions effected on December 20, 1991, as described in response
to Item 5 below, was $21,008,298. WPCC obtained these funds
from its general corporate funds.
The shares of Common Stock described in Item 5 below
were received by WPCC through the conversion of, or in exchange
for, shares of Class A Common Stock, Class B Common Stock and
Series B Preferred Stock pursuant to the transactions described
in such Item.
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Item 4. Purpose of the Transaction, is hereby amended and
restated in its entirety as follows:
The Magma Securities beneficially owned by the
Reporting Entities have been acquired for investment purposes
in connection with the Company's Recapitalization (as herein-
after defined).
The Company effected a recapitalization in which the
Company's previously outstanding senior secured bank debt was
refinanced, $200 million face amount of the Company's Series A
Convertible Exchangeable Preferred Stock (the "Series A Pre-
ferred Stock") and 5,714,029 shares of Class B Common Stock
held by Newmont Mining Corporation ("Newmont") was repurchased
by the Company for $190 million and 5,000,000 shares of Class B
Common Stock held by Gold Fields American Corporation ("Gold
Fields") was repurchased by the Company for $28.75 million. To
finance these transactions, the Company issued and sold the
Magma Securities to WPCC, issued and sold in a public offering
underwritten by DBL Copper Interest-Indexed Senior Subordinated
Notes due 1998 in an aggregate amount of $210 million, and
entered into a new unsecured bank credit agreement providing
for a $100 million term loan and a $100 million revolving
credit facility. Also, in connection with the above trans-
actions the Company proposed to issue to shareholders of record
on December 12, 1988 seven year warrants to purchase Class B
Common Stock at $8.50 per share on the basis of 15 warrants for
each 100 shares of Class B Common Stock held. (All the trans-
actions described above are collectively referred to as the
"Recapitalization".) The Reporting Entities assisted the Com-
pany in structuring and organizing the Recapitalization,
including assistance in obtaining an option from Newmont dated
September 6, 1988 (the "Newmont Option") and an agreement with
Gold Fields dated September 22, 1988 (the "Gold Fields Agree-
ment") pursuant to which the Company effectuated the repur-
chases from Newmont and Gold Fields.
In connection with the Company's securing the Newmont
Option and the Gold Fields Agreement, the Company and WPCC
entered into a binding commitment on September 6, 1988 for WPCC
to purchase between $70 million and $100 million of the Com-
pany's convertible preferred stock (the "Commitment") in the
event the Company, in its sole discretion, exercised the
Newmont Option. The Commitment provided that in the event the
terms of the Newmont Option were notified or any of the Series
A Preferred Stock or Class B Common Stock held by Newmont was
purchased on terms other than those contemplated by the Newmont
Option, then the Company and WPCC were obligated to negotiate
in good faith, subject to certain limitations, to modify the
terms of the WPCC investment in the Company appropriately.
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Further, in consideration of WPCC's considerable time, effort
and expense working with the Company to structure the trans-
actions contemplated by the Recapitalization, the WPCC invest-
ment in the Company and the transactions contemplated thereby,
the Company agreed to deal exclusively with WPCC as its equity
investor with respect to the repurchase of Series A Preferred
Stock and Class B Common Stock owned by Newmont and with
respect to the repurchase from Gold Fields of Class B Common
Stock held by it for repurchases occurring during the Newmont
Option period (including any extensions) and within 90 days of
its termination. The Company and WPCC also agreed that as a
result of the unique nature of the WPCC investment, the WPCC
agreement with the Company was specifically enforceable by
WPCC. A copy of the Commitment is attached hereto as Exhibit
9. The foregoing description of the Commitment is qualified in
its entirety by reference to the Commitment attached hereto as
Exhibit 9 and incorporated herein by reference.
As contemplated by the Commitment and pursuant to the
Purchase Agreement, in connection with the exercise of the
Newmont Option by the Company, on November 30, 1988 the Report-
ing Entities purchased, for an aggregate amount of $93 million,
930,000 shares of Series B Preferred Stock and 1,000,000 War-
rants. Also, in connection with the purchase by WPCC, the Com-
pany and WPCC entered into the Standstill Agreement and the
Registration Rights Agreement. On November 30, 1988 WPCC sold
to DBL 80,000 shares of Series B Preferred Stock and 86,022
Warrants for an aggregate purchase price of $8,000,000.
Each share of the Series B Preferred Stock was con-
vertible into 14.285714 shares of Class B Common Stock (subject
to anti-dilution adjustment). From and after November 30,
2003, each share of Series B Preferred Stock was convertible,
at the option of any holder, into a number of shares of Class B
Common Stock at a conversion ratio based on a 15% discount from
the then market price of a share of Class B Common Stock if
such amount is greater than what would otherwise be provided by
the conversion rates described in the preceding sentence. Each
share of Series B Preferred was entitled to receive dividends
in each of the first five years after issuance, paid quarterly,
at the rate of one share of Class B Common Stock per annum and,
if the market price of a share of Class B Common Stock at the
time is less than $10, an additional amount per quarter (pay-
able, at the Company's option, in cash or Zero Notes), not to
exceed $.625, equal to one quarter of the excess of $10 over
the market value of a share of Class B Common Stock. After the
first five years, each share of Series B Preferred Stock was
entitled to receive dividends of $10 per annum per share in
cash. The Series B Preferred Stock was subject to redemption,
at the option of the Company from and after November 30, 1993
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at a cash price of 105% of the liquidation value declining rat-
ably to 100% in the tenth year and thereafter. If for any
reason the Company had been unable to issue Class B Common
Stock to the holder of the Series B Preferred Stock as contem-
plated by the terms thereof, the Company was obligated to issue
shares of Series C Preferred Stock in its place on a share for
share basis. The Series C Preferred Stock has rights, in the
aggregate, substantially identical to the rights of the Class B
Common Stock otherwise so issuable, except that such Series C
Preferred Stock has a liquidation preference equal to $.10 per
share. The Series B Preferred Stock was exchangeable, at the
option of the Company, after November 30, 1993 for the Notes,
which had terms similar to those of the Series B Preferred
Stock, but with a number of differences, including a fixed
maturity and a right to accelerate payment of principal in the
event of a default in the payment of interest thereon. Each
share of Series B Preferred Stock was entitled to the same num-
ber of votes as the Class B Common Stock into which it was con-
vertible and, except as otherwise required by law, was entitled
to vote together with the Class B Common Stock as a single
class. The Warrants are exercisable for seven years at $8.50
per share of Class B Common Stock. If Class B Common Stock
cannot be issued upon exercise of the Warrants, Series C Pre-
ferred Stock will be issued instead. The Zero Notes may be
used as consideration for the exercise price of the Warrants.
Pursuant to the Purchase Agreement, the Reporting
Entities and their affiliates have certain preemptive rights in
the event the Company issues voting securities for cash.
The foregoing description of the Purchase Agreement
and the Magma Securities is qualified in its entirety by refer-
ence to the texts of the Purchase Agreement and of such securi-
ties which are filed as Exhibit 1 and Exhibits 4 to 8 hereto
and incorporated herein by reference.
Under the Standstill Agreement (attached hereto as
Exhibit 2 and incorporated herein by reference) the Company
granted WPCC the right to nominate three Magma directors (or
fewer, depending upon the degree of equity ownership retained
by WPCC or any member of the Warburg Group). (Capitalized
terms used in the preceding sentence and in the following dis-
cussion of the Standstill Agreement and not herein defined
shall have the meaning of such terms as defined in the Stand-
still Agreement.) The Company's board of directors was
expanded to eleven members and, under the Standstill Agreement,
the directors nominated by WPCC were to be divided as evenly as
practicable among the three classes of the Company's directors
that will make up the board of directors. John L. Vogelstein,
Vice Chairman of EMW, Christopher W. Brody, Managing Director
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of EMW, and Simon Strauss were chosen to serve as the WPCC
nominees. WPCC has agreed to vote its shares in favor of the
election of two management directors and at least six in-
dependent Directors at all times. WPCC has agreed not to ac-
quire more than 45% of the voting power of Magma's fully-
diluted voting equity without the approval of a majority (but
not less than two) of the Company's Independent Directors. The
foregoing restriction does not prevent any Person in the
Warburg Group from converting any Series B Preferred Stock or
Series C Preferred Stock that it acquired from Magma or in a
transaction in a permitted transfer to the partners of WPCC.
WPCC has also agreed not to transfer any Magma Voting Securi-
ties except for the transfer to DBL described above and except
in connection with a sale of the Company endorsed by a majority
(but not less than two) of its Independent Directors or, after
November 30, 1990 by means of a distribution to its partners,
certain sales exempt from registration under the Securities Act
of 1933 (subject to the Company's right of first offer), a
public offering designed to achieve a widespread distribution
(subject to the Company's right of first offer in certain
circumstances). The Magma Securities transferred to DBL will
reduce the maximum permitted voting power of WPCC so long as
they are owned by DBL or any Drexel Entity. DBL has agreed
with the Company not to purchase any other Magma Securities
(except as part of its ordinary market making and brokerage
activities) and to abide by voting and transfer restrictions
similar to those applicable to WPCC. The Reporting Persons do
not believe that they are a group with DBL with respect to
their investment in the Company. The Standstill Agreement
terminates on the earlier of the date when WPCC beneficially
owns less than 4,000,000 fully-diluted Class B Common Shares of
August 31, 1998. However, the restrictions on voting by WPCC
and the Warburg Group survive until the earlier of August 31,
1998 or the date when WPCC beneficially owns less than
1,500,000 fully-diluted Class B Common Shares.
The foregoing description of the Standstill Agreement
is qualified in its entirety by reference to the Standstill
Agreement filed as Exhibit 2 hereto and incorporated herein by
reference.
Pursuant to the Registration Rights Agreement the
Reporting Persons have certain demand and piggyback registra-
tion rights, subject to the limitations on transfer contained
in the Standstill Agreement. The Registration Rights Agreement
is filed herewith as Exhibit 3 hereto and incorporated herein
by reference for a complete description of such rights.
The Reporting Entities intend to review continuously
their investment in the Company and, on the basis of such
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review and such market and other factors as they may deem
relevant, may, subject to the limitations contained in the
agreements described above, determine to increase or decrease
their investment.
Except as set forth above in this Item 4, the Report-
ing Entities and, to the best of their knowledge, any person
listed in Schedule I hereto have no plans or proposals with
respect to the Company that relate to or could result in any of
the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
As described in Item 5 below, on February 18, 1994
and March 3, 1994 WPCC sold a total of 1,000,000 shares of Com-
mon Stock. The shares sold represent part of a block of
approximately 4.2 million shares which WPCC acquired through
open-market purchases in December, 1991 at a price of $5.03 per
share. The shares sold were not part of WPCC's original
investment in the Company, which was acquired in November 1988
in connection with the Company's recapitalization. WPCC may,
during the course of 1994, sell some or all of the remaining
3,176,600 non-core shares, subject to market conditions and
applicable regulatory requirements. Even if all such remaining
non-core shares were sold, WPCC would continue to own
16,007,143 shares of Common Stock and 892,473 warrants acquired
through its original investment in the Company in 1988. As of
March 3, 1994, this would represent approximately 36.3% of the
outstanding shares of Common Stock, calculated in accordance
with Rule 13d-3. WPCC has no present intention of selling its
original investment in the Company, which it regards as a core
holding.
Item 5. Interest in Securities of the Issuer, is hereby
amended and restated in its entirety as follows:
As set forth in Item 4 above, on November 30, 1988
WPCC purchased from the Company 930,000 shares of Series B Pre-
ferred Stock and 1,000,000 Warrants and immediately thereafter
sold 80,000 shares of the Series B Preferred Stock and 86,022
Warrants to DBL. The Series B Preferred Stock and Warrants
purchased by WPCC were purchased as a block for an aggregate
purchase price of $93 million and were sold to DBL as a block
for a proportionate aggregate price of $8 million. Thus, giv-
ing effect to the conversion and exercise of the Magma Secu-
rities beneficially owned by the Reporting Entities (but not to
the conversion of any other presently outstanding Company secu-
rities and not including shares of Class B Common Stock receiv-
able as dividends on the Series B Preferred Stock ("Dividend
Shares")) the Reporting Entities beneficially owned 13,056,835
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shares of Class B Common Stock constituting 32.3% of the Com-
pany's then outstanding Class B Common Stock. After giving
effect to (i) the exercise of the warrants issued in connection
with the Recapitalization to shareholders of record of the Com-
pany on December 12, 1988, (ii) the conversion and exercise of
the Magma Securities beneficially owned by the Reporting Enti-
ties (but not including Dividend Shares) and (iii) the exercise
and conversion of all other presently outstanding Company secu-
rities, the Reporting Entities beneficially owned 13,056,835
shares of Class B Common Stock constituting 28.5% of the Class
B Common Stock as of December 12, 1988. The percentages cal-
culated in this paragraph of this Item 5 are based upon
38,129,478 Class B Common shares outstanding as identified in
the Company's September 30, 1988 report on Form 10-Q, and
account for repurchases in connection with the Recapitalization
of the Class B Common Stock previously owned by Newmont and
Gold Fields. Subject to the Standstill Agreement as described
in Item 4 above and incorporated by reference therein, WP, the
sole general partner of WPCC, has the sole power to vote and
dispose of all the shares of Class B Common Stock beneficially
owned by WPCC.
Except as set forth above, none of the Reporting
Entities nor, to the best of their knowledge, any person listed
in Schedule I hereto, beneficially owned as of November 30,
1988 any shares of Class B Common Stock or has effected any
transactions in shares of Class B Common Stock during the 60
days preceding such date.
On December 29, 1988 WPCC sold 20,000 shares of the
Series B Preferred Stock and 21,505 Warrants to Morgenthaler
Venture Partners II, an Ohio limited partnership ("Morgen-
thaler"). The Series B Preferred Stock and Warrants sold to
Morgenthaler were sold as a block for a proportionate aggregate
price of $2 million. After such sale, giving effect to the
conversion and exercise of the Magma Securities beneficially
owned by the Reporting Entities (but not to the conversion of
any other presently outstanding Company securities and not
including shares of Class B Common Stock receivable as divi-
dends on the Series B Preferred Stock ("Dividend Shares")) the
Reporting Entities beneficially owned 12,749,616 shares of
Class B Common Stock constituting 31.7% of the Company's then
outstanding Class B Common Stock. After giving effect to (i)
the exercise of the warrants issued in connection with the
Recapitalization to shareholders of record of the Company on
December 12, 1988, (ii) the conversion and exercise of the
Magma Securities beneficially owned by the Reporting Entities
(but not including Dividend Shares), and (iii) the exercise and
conversion of all other presently outstanding Company securi-
ties, the Reporting Entities beneficially owned 12,749,616
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shares of Class B Common Stock constituting 27.8% of the Class
B Common Stock as of December 29, 1988. The percentages calcu-
lated in this paragraph of this Item 5 are based upon
38,129,478 Class B Common shares outstanding as identified in
the Company's September 30, 1988 report on Form 10-Q, and
account for repurchases in connection with the Recapitalization
of the Class B Common Stock previously owned by Newmont and
Gold Fields. Subject to the Standstill Agreement as described
in Item 4 above and incorporated by reference therein, Warburg,
Pincus & Co., the sole general partner of WPCC, has the sole
power to vote and dispose of all the shares of Class B Common
Stock beneficially owned by WPCC.
As a result of the quarterly dividend payments
described in the preceding paragraph, the Reporting Entities
had received, as of December 4, 1990, 1,526,278 shares of Class
B Common Stock since November 30, 1988. After giving effect to
the conversion and exercise of all of the Magma Securities
beneficially owned by the Reporting Entities (but not to the
conversion of any other presently outstanding Company securi-
ties and not including any shares receivable as dividends in
the future), the Reporting Entities beneficially owned as of
December 4, 1990, 14,275,894 shares of Class B Common Stock
constituting 34.1% of the Company's Class B Common Stock.
After giving effect to (i) the exercise of all outstanding
warrants to purchase Class B Common Stock which were issued to
shareholders of record of the Company on December 12, 1988 in
connection with the Recapitalization, (ii) the conversion and
exercise of the Magma Securities beneficially owned by the
Reporting Entities (but not including any shares receivable as
dividends in the future), and (iii) the exercise and conversion
of all other presently outstanding Company securities, the
Reporting Entities beneficially owned 14,275,894 shares of
Class B Common Stock constituting 30% of the Class B Common
Stock as of November 30, 1990. The percentages calculated in
this paragraph of this Item 5 are based upon 28,896,626 shares
of Class B Common Stock outstanding as identified in the Com-
pany's September 30, 1990 report on Form 10-Q. Also included
in shares outstanding for purposes of the percentages calcu-
lated in this paragraph of this Item 5 are 232,500 shares of
Class B Common Stock declared and paid as a dividend on out-
standing shares of Series B Preferred Stock for the period from
July 1, 1990 through September 30, 1990.
As a result of the quarterly dividend payments
described in the preceding paragraph, the Reporting Entities
had received, as of November 7, 1991, 2,356,278 shares of Class
B Common Stock since November 30, 1988. After giving effect to
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<PAGE>
the conversion and exercise of all of the Magma Securities ben-
eficially owned by the Reporting Entities (but not to the con-
version of any other presently outstanding Company securities
and not including any shares receivable as dividends in the
future), the Reporting Entities beneficially owned, as of
November 7, 1991, 15,105,894 shares of Class B Common Stock,
constituting 35.2% of the Company's Class B Common Stock.
After giving effect to (i) the exercise of all outstanding war-
rants to purchase Class B Common Stock which were issued to
shareholders of record of the Company on December 12, 1988 in
connection with the Recapitalization, (ii) the conversion and
exercise of the Magma Securities beneficially owned by the
Reporting Entities (but not including any shares receivable as
dividends in the future), and (iii) the exercise and conversion
of all other presently outstanding Company securities, the
Reporting Entities beneficially owned 15,105,894 shares of
Class B Common Stock constituting 31.1% of the Class B Common
Stock as of November 30, 1991. The percentages calculated in
this paragraph of this Item 5 are based upon 29,906,048 shares
of Class B Common Stock outstanding as identified in the Com-
pany's September 30, 1990 report on Form 10-Q. Also included
in shares outstanding for purposes of the percentages calcu-
lated in this paragraph of this Item 5 are 232,500 shares of
Class B Common Stock declared and paid as a dividend on out-
standing shares of Series B Preferred Stock for the period from
July 1, 1990 through September 30, 1991. Subject to the Stand-
still Agreement as described in Item 4 above and incorporated
by reference therein, Warburg, Pincus & Co., the sole general
partner of WPCC, has the sole power to vote and dispose of all
the shares of Class B Common Stock beneficially owned by WPCC.
As stated in Item 4 above, the Reporting Entities
continuously review their investment in the Company. In this
regard, on December 20, 1991, WPCC purchased in several open-
market transactions on the American Stock Exchange 4,176,600
shares of Class B Common Stock of the Company, each at a price
per share of $5.03 (inclusive of commissions). As a result of
such purchases, such shares may be deemed to have been con-
verted into shares of Class A Common Stock. (The Class A Common
Stock and the Class B Common Stock are referred to collectively
as the "Common Stock".) Assuming that such conversion has
occurred, the Reporting Entities' ownership of the Class B Com-
mon Stock, both in number of shares and percent of class, has
not changed as a result of such purchases, and the Reporting
Entities owned, as of December 20, 1991, 100% of the Class A
Common Stock. The Class A Common Stock and the Class B Common
Stock are identical in all respects except that (i) the Class B
Common Stock has four votes per share and the Class A Common
Stock has one vote per share, voting together with the Class B
Common Stock as a class, and (ii) the Class A Common Stock has
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<PAGE>
certain class voting rights upon its becoming 20% of the total
outstanding shares of Common Stock. The Reporting Entities'
voting rights with respect to the Magma Securities beneficially
owned by them are subject to the agreements described in Item
4.
Assuming that the Class B Common Stock purchased as
described above were not converted into Class A Common Stock,
after giving effect to the conversion and exercise of all of
the Magma Securities beneficially owned by the Reporting Enti-
ties as of December 20, 1991 (but not to the conversion of any
other presently outstanding Company securities and not includ-
ing any shares receivable as dividends in the future), the
Reporting Entities beneficially owned 19,282,494 shares of
Class B Common Stock, constituting 45.0% of the Company's Class
B Common Stock. After giving effect to (i) the exercise of all
outstanding warrants to purchase Class B Common Stock which
were issued to shareholders of record of the Company on Decem-
ber 22, 1988 in connection with the Recapitalization, (ii) the
conversion and exercise of the Magma Securities beneficially
owned by the Reporting Entities (but not including any shares
receivable as dividends in the future), and (iii) the exercise
and conversion of all other presently outstanding Company secu-
rities, the Reporting Entities (again assuming that the Class B
Common Stock purchased as described above did not convert into
Class A Common Stock) beneficially owned 19,282,494 shares of
Class B Common Stock constituting 39.7% of the Class B Common
Stock as of November 30, 1991. The percentages calculated in
this paragraph of this Item 5 are based upon 29,906,048 shares
of Class B Common Stock outstanding as identified in the Com-
pany's September 30, 1991 report on Form 10-Q. Also included
in shares outstanding for purposes of the percentages calcu-
lated in this paragraph of this Item 5 are 232,500 shares of
Class B Common Stock declared and paid as a dividend on out-
standing shares of Series B Preferred Stock for the period from
July 1, 1990 through September 30, 1991. Subject to the Stand-
still Agreement as described in Item 4 above and incorporated
by reference therein, Warburg, Pincus & Co., the sole general
partner of WPCC, has the sole power to vote and dispose of all
the shares of Class B Common Stock beneficially owned by WPCC.
The number of additional shares that may be purchased by the
Reporting Entities is limited by the Standstill Agreement
described in Item 4.
At a special meeting of stockholders on October 30,
1992, the Company's stockholders adopted an amendment to the
Company's Certificate of Incorporation to eliminate its dual
class, disparate voting rights Common Stock structure. Under
this structure, the Class B Common Stock, which carried four
votes per share, was subject to a transfer restriction under
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<PAGE>
which shares transferred to a holder of more than 10% of the
Company's voting stock were automatically exchanged to one-vote
Class A Common Stock. However, the Class A Common Stock car-
ried a veto power over further issuances of Class B Common
Stock, including issuances necessary to satisfy existing legal
obligations under the Series B Preferred Stock, and outstanding
warrants and options, and in certain circumstances the Class A
Common Stock possessed special voting rights in elections of
directors. By amendment to the Company's Certificate of Incor-
poration, each share of Class A Common Stock and Class B Common
Stock was converted to a share of Common Stock. The new class
of Common Stock possesses one vote on all matters properly com-
ing before the stockholders, including elections of the Board
of Directors, is not subject to any transfer restrictions, and
possesses no veto power over the issuance of any class of
stock.
In addition, on December 3, 1992, the Company offered
to exchange 15.45 shares of Common Stock for each share of
Series B Preferred Stock tendered by December 31, 1992. This
amount was equal to the Common Stock into which the Preferred
Stock was then convertible, plus the Common Stock payable as a
dividend on the Series B Preferred Stock from October 1, 1992
through November 30, 1993, when the Series B Preferred Stock
would became redeemable at the option of the Company. Warburg,
Pincus Capital Company, L.P., agreed to exchange its Series B
Preferred Stock in accordance with this offer. The exchange
offer terminated on December 29, 1992 and certificates repre-
senting shares of Series B Preferred Stock were thereafter
exchanged for certificates representing shares of Common Stock.
As a result of the transactions described in the two
preceding paragraphs, WPCC held, as of December 29, 1992,
20,183,743 shares of Common Stock and warrants to purchase an
additional 892,473 shares of Common Stock. After giving effect
to the exercise of all Magma Securities beneficially owned by
the Reporting Entities, the Reporting Entities would benefi-
cially own 21,076,216 shares of Common Stock, constituting
45.3% of the Company's Common Stock. After giving effect to
(i) the exercise of all outstanding warrants to purchase Common
Stock which were issued to shareholders of record of the Com-
pany on December 12, 1988 in connection with the Recapitaliza-
tion, (ii) the exercise of the Magma Securities beneficially
owned by the Reporting Entities and (iii) the exercise of all
other presently outstanding Company securities, the Reporting
Entities beneficially owned 21,076,216 shares of Common Stock
constituting 41.6% of the Common Stock as of January 1, 1992.
The percentages calculated in this paragraph of this Item 5 are
based upon 45,590,585 shares of Common Stock outstanding and
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<PAGE>
warrants to purchase 5,100,000 shares of Common Stock as iden-
tified in the Company's press release dated December 30, 1992.
Subject to the Standstill Agreement as described in Item 4
above and incorporated by reference therein, Warburg, Pincus &
Co., the sole general partner of WPCC, has the sole power to
vote and dispose of all the shares of Common Stock beneficially
owned by WPCC.
On February 18, 1994, and March 3, 1994, WPCC sold,
in open-market transactions on the New York Stock Exchange,
431,700 and 568,300 shares of Common Stock, respectively at
prices of $15.2500 and $15.3750 per share, respectively.
On March 4, 1994, March 7, 1994, March 8, 1994, March
9, 1994 and March 10, 1994, WPCC sold, in open-market transac-
tions on the New York Stock Exchange, 30,000, 150,000, 170,000,
75,000 and 431,000 shares of Common Stock, respectively, at
prices of $15.5391 per share, $15.2540 per share, $15.2700 per
share, $15.3750 per share and $15.00 per share, respectively.
On May 3, 1994, May 6, 1994, May 9, 1994, May 10,
1994 and May 11, 1994, WPCC sold, in open-market transactions
on the New York Stock Exchange, 225,000, 125,000, 75,000,
25,000 and 100,000 shares of Common Stock, respectively, at
prices of $15.2080 per share, $15.1250 per share, $15.0417 per
share, $15.2750 per share and $15.5000 per share, respectively.
On May 12, 1994, May 13, 1994, May 16, 1994 and May
18, 1994, WPCC sold, in open-market transactions on the New
York Stock Exchange, 50,000, 322,800, 50,000 and 180,000 shares
of Common Stock, respectively, at prices of $15.3750 per share,
$15.8493 per share, $16.2000 per share and $16.4900 per share,
respectively.
On May 19, 1994, May 20, 1994, May 23, 1994, May 25,
1994, May 26, 1994, May 27, 1994 and May 31, 1994, WPCC sold,
in open-market transactions on the New York Stock Exchange,
194,200, 90,200, 90,000, 10,000, 10,000, 50,000 and 100,000
shares of Common Stock, respectively, at prices of $16.6250 per
share, $16.3750 per share, $16.7431 per share, $16.5000 per
share, $16.5000 per share, $16.3750 per share and $16.3750 per
share, respectively.
On June 2, 1994, June 3, 1994, June 7, 1994, June 8,
1994, June 9, 1994, June 10, 1994 and June 10,1994, WPCC sold,
in open-market transactions on the New York Stock Exchange,
4,500, 47,200, 105,000, 60,000, 34,500, 283,500 and 88,700
shares of Common Stock, respectively, at prices of $15.8750 per
share, $15.8763 per share, $15.8869 per share, $16.0000 per
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<PAGE>
share, $16.0000 per share, $15.7310 and $15.6597 per share,
respectively.
Accordingly, WPCC now holds 16,007,143 shares of
Common Stock and warrants to purchase 892,473 shares of Common
Stock, which represent approximately 36.2% of the total
outstanding shares of Common Stock, calculated in accordance
with Rule 13d-3.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer, is
hereby amended and restated in its entirety, as
follows:
Except as set forth in Item 4 of this Schedule 13D
with respect to the Purchase Agreement, the Standstill Agree-
ment and Registration Rights Agreement as such are described
therein, none of the Reporting Entities nor, to the best of
their knowledge, any person listed in Schedule I hereto, has
any contract, arrangement, understanding or relationship (legal
or otherwise) with any person with respect to any securities of
the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies. For a description of the provisions of the Purchase
Agreement, the Magma Securities, the Standstill Agreement and
the Registration Rights Agreement relating to contracts,
arrangements, understandings or relationships (legal or other-
wise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the
issuer, see Item 4 of this Schedule 13D.
Through a letter agreement between Magma and WPCC,
dated December 29, 1988 (the "Magma Consent"), Magma consented
to the sale of Series B Preferred Stock and Warrants to Morgen-
thaler, but in connection therewith required that Morgenthaler
agree with WPCC to be bound by the terms of the Standstill
Agreement and that WPCC be responsible for any breaches there-
of. Under the terms of a letter agreement between Morgenthaler
and WPCC, dated December 29, 1988 (the "Morgenthaler Agree-
ment"), Morgenthaler agreed to be bound by the Standstill
Agreement and agreed not to acquire any additional voting secu-
rities of Magma except upon exercise or conversion of the
securities purchased from WPCC. Pursuant to the Magma Consent,
the Magma Securities transferred to Morgenthaler will reduce
the maximum permitted voting power of WPCC so long as they are
owned by Morgenthaler or any Affiliate of Morgenthaler, or any
partnership controlled by Morgenthaler or an Affiliate of
Morgenthaler. The Reporting Entities do not believe that they
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<PAGE>
are a group with Morgenthaler with respect to their investment
in the Company. As required by an agreement between DBL and
WPCC by which the WPCC sale to DBL was effectuated as described
in Item 4 of the Schedule 13D, WPCC offered to DBL the oppor-
tunity to participate in the sale of Series B Preferred Stock
and Warrants to Morgenthaler, but DBL declined to so partici-
pate.
The foregoing description of the Magma Consent is
qualified in its entirety by reference to the Magma Consent
filed as Exhibit 10 hereto and incorporated herein by refer-
ence. The foregoing description of the Morgenthaler Agreement
is qualified in its entirety by reference to the Morgenthaler
Agreement filed as Exhibit 11 hereto and incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits, is hereby restated
in its entirety, as follows:
1. Purchase Agreement (without exhibits)
2. Standstill Agreement
3. Registration Rights Agreement
4. Form of Certificate of Designations of Series B
Preferred Stock (without exhibits)
5. warrant to purchase 913,978 shares of Class B
Common Stock of Magma Copper Company
6. Form of Note
7. Form of Zero Note
8. Form of Certificate of Designations of Series C
Preferred Stock
9. Commitment Letter Dated September 6, 1988 from
Warburg, Pincus Capital Company, L.P. to Magma
Copper Company
10. Consent letter agreement between Magma Copper
Company and Warburg, Pincus Capital Company,
L.P., dated December 29, 1988.
11. Letter agreement between Morgenthaler Venture
Partners II and Warburg, Pincus Capital Company,
L.P., dated December 29, 1988.
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<PAGE>
12. Letter agreement between Drexel Burnham Lambert
Incorporated and Warburg, Pincus Capital Com-
pany, L.P., dated November 30, 1988.
13. Letter from Drexel Burnham Lambert Incorporated
to Warburg, Pincus Capital Company, L.P., dated
December 23, 1988.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
WARBURG, PINCUS CAPITAL COMPANY, L.P.
By: WARBURG, PINCUS & CO.,
General Partner
By: /s/Stephen Distler
Name: Stephen Distler
Title: Partner
E.M. WARBURG, PINCUS & CO., INC.
By: /s/Stephen Distler
Name: Stephen Distler
Title: Managing Director
WARBURG, PINCUS VENTURES, INC.
By: /s/Stephen Distler
Name: Stephen Distler
Title: Managing Director
WARBURG, PINCUS & CO.
By: /s/Stephen Distler
Name: Stephen Distler
Title: Partner
Dated: June 10, 1994
<PAGE>
<PAGE>
SCHEDULE I
Set forth below is the name, position and present
principal occupation of each of the directors and executive
officers of E.M. Warburg, Pincus & Co., Inc. ("EMW") and War-
burg, Pincus Ventures, Inc. ("WPV") and of each of the gen-
eral partners of Warburg, Pincus Capital Company, L.P.
("WPCC"), and Warburg, Pincus & Co. ("WP"). EMW, WPV, WPCC
and WP are hereinafter collectively referred to as the "Re-
porting Entities". Except as otherwise indicated, the busi-
ness address of each of such persons is 466 Lexington Avenue,
New York, New York 10017, and each of such persons is a citi-
zen of the United States.
Directors and Executive Officers of
E.M. Warburg, Pincus & Co., Inc.
Present Principal Occupation in
Addition to the Position with
EMW, if any, and Positions with
Name and Position the Reporting Entities
Lionel I. Pincus, Chairman Chairman of the Board and Chief
of the Board and Chief Executive Officer, WPV;
Executive Officer Managing Partner, WP; Managing
Partner, Pincus & Co. (See
Partners of WP.)
John L. Vogelstein, Vice President and Director, WPV;
Chairman of the Board Partner, WP.
John L. Furth, Vice Director and Managing Director,
Chairman of the Board WPV; Partner, WP.
Harold Brown, Managing Director, WPV;
Senior Managing Director Partner, WP.
Rodman W. Moorhead III, Managing Director, WPV;
Senior Managing Director Partner, WP.
Susan Black, Partner, WP.
Managing Director
Christopher W. Brody, Managing Director, WPV;
Managing Director Partner, WP.
<PAGE>
<PAGE>
Dale C. Christensen(1)
Managing Director
Errol M. Cook Managing Director, WPV;
Managing Director Partner, WP.
Elizabeth B. Dater Managing Director, WPV;
Managing Director Partner, WP.
Stephen Distler, Managing Managing Director and Controller
Director and Controller WPV; Partner, WP.
Stuart M. Goode, Managing Director, WPV;
Managing Director Partner, WP.
Stewart K. P. Gross, Managing Director, WPV;
Managing Director Partner, WP.
Patrick T. Hackett, Managing Director, WPV;
Managing Director Partner, WP.
Jeffrey A. Harris, Managing Director, WPV;
Managing Director Partner, WP.
Robert S. Hillas, Managing Director, WPV;
Managing Director Partner, WP.
A. Michael Hoffman, Managing Director, WPV;
Managing Director Partner, WP.
William H. Janeway, Managing Director, WPV;
Managing Director Partner, WP.
Douglas M. Karp, Managing Director, WPV;
Managing Director Partner, WP.
Charles R. Kaye, Managing Director, WPV;
Managing Director Partner, WP.
Richard H. King,(2)
Managing Director
Henry Kressel, Managing Director, WPV;
Managing Director Partner, WP.
____________________
1 Citizen of Canada.
2 Citizen of United Kingdom.
<PAGE>
<PAGE>
Joseph P. Landy, Managing Director, WPV;
Managing Director Partner, WP.
Sidney Lapidus, Managing Director, WPV;
Managing Director Partner, WP.
Edwin F. LeGard, Jr., Partner, WP.
Managing Director
Reuben S. Leibowitz, Managing Director, WPV;
Managing Director Partner, WP.
Stephen J. Lurito, Partner, WP.
Managing Director
Spencer S. Marsh III, Partner, WP.
Managing Director
Andrew H. Massie, Jr., Partner, WP.
Managing Director
Edward J. McKinley, Managing Director, WPV;
Managing Director Partner, WP.
Howard H. Newman, Managing Director, WPV;
Managing Director Partner, WP.
Anthony G. Orphanos, Partner, WP.
Managing Director
Judhvir Parmar,(3) Managing Director, WPV.
Managing Director
Ernest H. Pomerantz, Managing Director, WPV;
Managing Director Partner, WP.
Arnold M. Reichman, Managing Director, WPV;
Managing Director Partner, WP.
Roger Reinlieb, Partner, WP.
Managing Director
Sheila N. Scott, Partner, WP.
Managing Director
____________________
3 Citizen of India.
<PAGE>
<PAGE>
Dominic H. Shorthouse,(4) Managing Director, WPV.
Managing Director
Peter Stalker III, Managing Director, WPV;
Managing Director Partner, WP.
David A. Tanner, Managing Director, WPV;
Managing Director Partner, WP.
James E. Thomas, Managing Director, WPV;
Managing Director Partner, WP.
Joanne R. Wenig, Managing Director, WPV;
Managing Director Partner, WP.
____________________
4 Citizen of United Kingdom.
<PAGE>
<PAGE>
Directors and Executive Officers
of Warburg, Pincus Ventures, Inc.
Present Principal Occupation in
Addition to the Position with
WPV, if any, and Positions with
Name and Position the Reporting Entities
Lionel I. Pincus, Chairman (See Directors and Executive
of the Board and Chief Officers of EMW.)
Executive Officer
John L. Vogelstein, (See Directors and Executive
President and Director Officers of EMW.)
John L. Furth, Managing (See Directors and Executive
Director and Director Officers of EMW.)
Christopher W. Brody, (See Directors and Executive
Managing Director Officers of EMW.)
Harold Brown, (See Directors and Executive
Managing Director Officers of EMW.)
Errol M. Cook, (See Directors and Executive
Managing Director Officers of EMW.)
Elizabeth B. Dater, (See Directors and Executive
Managing Director Officers of EMW.)
Stephen Distler, Managing (See Directors and Executive
Director and Controller Officers of EMW.)
Stuart M. Goode, (See Directors and Executive
Managing Director Officers of EMW.)
Stewart K. P. Gross, (See Directors and Executive
Managing Director Officers of EMW.)
Patrick T. Hackett, (See Directors and Executive
Managing Director Officers of EMW.)
Jeffrey A. Harris, (See Directors and Executive
Managing Director Officers of EMW.)
Robert S. Hillas, (See Directors and Executive
Managing Director Officers of EMW.)
<PAGE>
<PAGE>
A. Michael Hoffman, (See Directors and Executive
Managing Director Officers of EMW.)
William H. Janeway, (See Directors and Executive
Managing Director Officers of EMW.)
Douglas M. Karp, (See Directors and Executive
Managing Director Officers of EMW.)
Charles R. Kaye, (See Directors and Executive
Managing Director Officers of EMW.)
Henry Kressel, (See Directors and Executive
Managing Director Officers of EMW.)
Joseph P. Landy, (See Directors and Executive
Managing Director Officers of EMW.)
Sidney Lapidus, (See Directors and Executive
Managing Director Officers of EMW.)
Reuben S. Leibowitz, (See Directors and Executive
Managing Director Officers of EMW.)
Edward J. McKinley, (See Directors and Executive
Managing Director Officers of EMW.)
Rodman W. Moorhead III, (See Directors and Executive
Managing Director Officers of EMW.)
Howard H. Newman, (See Directors and Executive
Managing Director Officers of EMW.)
Judhvir Parmar, (See Directors and Executive
Managing Director Officers of EMW.)
Ernest H. Pomerantz, (See Directors and Executive
Managing Director Officers of EMW.)
Arnold M. Reichman, (See Directors and Executive
Managing Director Officers of EMW.)
Dominic H. Shorthouse, (See Directors and Executive
Managing Director Officers of EMW.)
Peter Stalker III, (See Directors and Executive
Managing Director Officers of EMW.)
David A. Tanner, (See Directors and Executive
Managing Director Officers of EMW.)
<PAGE>
<PAGE>
James E. Thomas, (See Directors and Executive
Managing Director Officers of EMW.)
Joanne R. Wenig, (See Directors and Executive
Managing Director Officers of EMW.)
<PAGE>
<PAGE>
General Partners of Warburg, Pincus & Co.
Present Principal Occupation in
Addition to the Position with
Warburg, Pincus & Co. and Posi-
Name tions with the Reporting Entities
Susan Black (See Directors and Executive
Officers of EMW.)
Christopher W. Brody (See Directors and Executive
Officers of EMW.)
Harold Brown (See Directors and Executive
Officers of EMW.)
Errol M. Cook (See Directors and Executive
Officers of EMW.)
Elizabeth B. Dater (See Directors and Executive
Officers of EMW.)
Stephen Distler (See Directors and Executive
Officers of EMW.)
John L. Furth (See Directors and Executive
Officers of EMW.)
Stuart M. Goode (See Directors and Executive
Officers of EMW.)
Stewart K. P. Gross (See Directors and Executive
Officers of EMW.)
Patrick T. Hackett (See Directors and Executive
Officers of EMW.)
Jeffrey A. Harris (See Directors and Executive
Officers of EMW.)
Robert S. Hillas (See Directors and Executive
Officers of EMW.)
A. Michael Hoffman (See Directors and Executive
Officers of EMW.)
William H. Janeway (See Directors and Executive
Officers of EMW.)
<PAGE>
<PAGE>
Douglas M. Karp (See Directors and Executive
Officers of EMW.)
Charles R. Kaye (See Directors and Executive
Officers of EMW.)
Henry Kressel (See Directors and Executive
Officers of EMW.)
Joseph P. Landy (See Directors and Executive
Officers of EMW.)
Sidney Lapidus (See Directors and Executive Of-
ficers of EMW.)
Edwin F. LeGard, Jr. (See Directors and Executive
Officers of EMW.)
Reuben S. Leibowitz (See Directors and Executive
Officers of EMW.)
Spencer S. Marsh III (See Directors and Executive
Officers of EMW.)
Andrew H. Massie, Jr. (See Directors and Executive
Officers of EMW.)
Edward J. McKinley (See Directors and Executive
Officers of EMW.)
Rodman W. Moorhead III (See Directors and Executive
Officers of EMW.)
Howard H. Newman (See Directors and Executive
Officers of EMW.)
Anthony G. Orphanos (See Directors and Executive
Officers of EMW.)
Lionel I. Pincus (See Directors and Executive
Officers of EMW.)
Ernest H. Pomerantz (See Directors and Executive
Officers of EMW.)
Arnold M. Reichman (See Directors and Executive
Officers of EMW.)
Roger Reinlieb (See Directors and Executive
Officers of EMW.)
<PAGE>
<PAGE>
Sheila N. Scott (See Directors and Executive
Officers of EMW.)
Peter Stalker III (See Directors and Executive
Officers of EMW.)
David A. Tanner (See Directors and Executive
Officers of EMW.)
James E. Thomas (See Directors and Executive
Officers of EMW.)
John L. Vogelstein (See Directors and Executive
Officers of EMW.)
Joanne R. Wenig (See Directors and Executive
Officers of EMW.)
Pincus & Co.*
NL & Co.*
General Partner of
Warburg, Pincus Capital Company, L.P.
Warburg, Pincus & Co. (See General Partners of WP.)
____________________
* New York limited partnership; primary activity is owner-
ship of partnership interest in WP.
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