SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
AMENDMENT NO. 3
MELLON BANK CORPORATION
______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
______________________________________________________________________________
(Title of Class of Securities)
585509 10 2
______________________________________________________________________________
(CUSIP Number)
ERIC S. ROBINSON, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1220
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 22, 1997
______________________________________________________________________________
(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 []. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page should be filled out for a reporting per-
son's initial filing on this form with respect to the subject class of securi-
ties, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS 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
Other
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 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 11,015,266
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
11,015,266
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,015,266 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%.
14. TYPE OF REPORTING PERSON
PN<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC
13-3536050
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
New York limited liability company
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 11,015,266
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
11,015,266
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,015,266 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%.
14. TYPE OF REPORTING PERSON
00<PAGE>
CUSIP NO. 585509 10 2
SCHEDULE 13D
1. NAME OF REPORTING PERSON
SS 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
New York
NUMBER OF 7. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 11,094,231
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH 0
10. SHARED DISPOSITIVE POWER
11,094,231
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,094,231 Shares of Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6%.
14. TYPE OF REPORTING PERSON
PN<PAGE>
This Amendment No. 3 restates the text of the Sched-
ule 13D filed on April 10, 1990, as amended on July 12, 1990
and January 24, 1997 (the "Schedule 13D") by Warburg, Pincus
Capital Company, L.P., E.M. Warburg, Pincus & Co., LLC and
Warburg, Pincus & Co. relating to the Common Stock, par value
$.50 per share, of Mellon Bank Corporation, a Pennsylvania
corporation.
Item 1. Securities and Issuer.
This statement relates to the Common Stock, par value
$.50 per share (the "Common Stock"), of Mellon Bank Corpora-
tion, a Pennsylvania corporation (the "Company"), whose princi-
pal executive offices are located at 4700 One Mellon Bank Cen-
ter, Pittsburgh, Pennsylvania 15258.
Item 2. Identity and Background.
This statement is being filed by (a) Warburg, Pincus
Capital Company, L.P., a Delaware limited partnership ("WPCC"),
which is engaged in making venture capital and related invest-
ments; (b) E.M. Warburg, Pincus & Co., LLC, a New York limited
liability company ("EMW LLC"), which manages WPCC; and
(c) Warburg, Pincus & Co., a New York general partnership
("WP"), the sole general partner of WPCC. WP, as the sole gen-
eral partner of WPCC, has a 20% interest in the profits of
WPCC. Lionel I. Pincus is the managing partner of WP and the
managing member of EMW LLC and may be deemed to control both WP<PAGE>
and EMW LLC. Mr. Pincus and, in his absence, John L. Vogel-
stein, a Managing Director and a member of EMW LLC and a gen-
eral partner of WP, serve as the representative of WPCC who is
entitled to attend all meetings of the Board of Directors of
the Company and the committees of the Board of Directors in an
observer capacity. See Item 6. The business address of each
of the foregoing is 466 Lexington Avenue, New York, New York
10017. WPCC, WP and EMW LLC are hereinafter collectively re-
ferred to as the "Reporting Entities."
Schedule I attached hereto sets forth certain ad-
ditional information with respect to each managing director and
member of EMW LLC and each general partner of WP and WPCC.
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 ad-
ministrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or fi-
nal order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations.
On March 30, 1990, pursuant to an Exchange Agreement
dated as of March 30, 1990 (the "Exchange Agreement"), by and
-2-<PAGE>
among WPCC, Warburg, Pincus Capital Partners, L.P., a Delaware
limited partnership ("WPCP") and the Company, (i) WPCC acquired
6,160,453 shares of Common Stock from the Company in exchange
for 7,295,737 shares of Series D Junior Preferred Stock, par
value $1.00 per share (the "Series D Preferred Stock") of the
Company, and (ii) WPCP acquired 1,232,090 shares of Common
Stock from the Company in exchange for 1,459,146 shares of
Series D Preferred Stock (collectively, the "Exchange
Transaction"). See Item 5. WPCC had acquired an aggregate of
7,533,862 shares of Series D Preferred Stock in 1988 and 1989
for aggregate cash consideration of $131,842,585 from the
general funds of WPCC and a short-term demand bank borrowing of
$125,000,000 which was repaid on October 31, 1988 from the
general funds of WPCC. The demand note bore interest at 1/2 of
1% over the bank's reference rate. WPCP acquired an aggregate
of 1,506,771 shares of Series D Preferred Stock in 1988 and
1989 for aggregate cash consideration of $26,368,492.50 from
the general funds of WPCP. In May 1989, WPCC and WPCP sold
238,125 and 47,625 shares of Series D Preferred Stock,
respectively, and certain subscription obligations under the
Subscription Agreement for $17.50 per share in a privately
negotiated transaction.
In April 1990, WPCC agreed to purchase, subject to
certain conditions including regulatory approval, an aggregate
of 452,971 shares of Series D Preferred Stock for aggregate
-3-<PAGE>
consideration of $9,059,605,875 (excluding commissions, inter-
est and dividend adjustments). Such purchasers were consum-
mated on July 10, 1990. The source of funds for such purchases
were WPCC's general funds.
Item 4. Purpose of Transaction.
The securities of the Company were acquired for in-
vestment purposes. The Reporting Entities acquired their ini-
tial $150 million investment in the Company in 1988 as part of
the Company's asset restructuring and recapitalization program
(the "Restructuring"). In connection with the Restructuring,
WPCC and WPCP entered into certain agreements with the Company
and provided certain commitments to the Board of Governors of
the Federal Reserve System, including an agreement not to act,
alone or in concert with others, to seek to affect or influence
the control of the management, Board of Directors, business,
operations, policies or affairs of the Company. See Item 6.
The purpose of the Exchange Transaction was to pro-
vide the Company with additional common stock equity which can
be included in the calculation of the Company's Tier I capital
ratio. The terms of the Exchange Transaction were designed to
preserve to the extent practicable the economics to both the
Company and the Reporting Entities of the initial investment by
the Reporting Entities. The Exchange Transaction reduced the
percentage of the voting power of the Company's outstanding
voting securities held by the Reporting Entities from 18.6% to
16.2%.
-4-<PAGE>
The Reporting Entities intend to review their invest-
ment in the Company on a continuing basis and, depending upon
the price and availability of Series D Preferred Stock and Com-
mon 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 deemed relevant, including the obtaining of any
necessary regulatory approvals, may from time to time acquire
additional shares of Series D Preferred Stock or Common Stock
through open market purchases or privately negotiated transac-
tions. In connection with the Exchange Transaction, WPCC and
WPCP have entered into a Common Stock Subscription Agreement
dated as of March 30, 1990 (the "Common Stock Subscription
Agreement") with the Company pursuant to which WPCC and WPCP
have agreed to subscribe for a maximum of 904,540 shares of
Common Stock through August 1993. See Item 6.
In April 1990, WPCC agreed to purchase, subject to
certain conditions including regulatory approval, an aggregate
of 452,228 shares of Series D Preferred stock from third par-
ties in two privately negotiated transactions. See Item 5.
Upon consummation of these transactions, WPCC and WPCP would
collectively own 17.2% of the voting power of the Company's
outstanding voting securities. The Reporting Entities do not
intend to acquire in excess of 19.9% of the voting power of the
Company's outstanding voting securities.
-5-<PAGE>
On July 3, 1990, the Federal Reserve Bank of Cleve-
land advised Warburg that the Federal Reserve System did not
intend to disapprove the acquisition by WPCC and WPCP of up to
19.9% of the voting shares of the Company. In connection with
this determination, WPCC and WPCP reaffirmed the FRB Commit-
ments. On July 10, 1990, the Pennsylvania Department of Bank-
ing approved the proposed acquisition by the Reporting Entities
of up to 19.9% of the outstanding voting shares of the Company.
On July 10, 1990, WPCC consummated its acquisition of an ag-
gregate of 452,971 shares of Series D Preferred Stock from
third parties in two privately negotiated transactions.
Except as set forth above, none of the Reporting En-
tities nor, to the best of their knowledge, any person listed
in Schedule I hereto, has any plans or proposals which relate
to or would result in any of the matters set forth in para-
graphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
WPCC owns 11,015,266 shares of Common Stock, consti-
tuting 8.5% of the outstanding shares of Common Stock as of
September 30, 1996.
On January 22, 1997, WP received 280,965 shares of
Common Stock in a distribution by WPCP of all 2,074,270 of
WPCP's shares of Common Stock to the partners of WPCP. WP
immediately distributed 202,000 of the shares of Common Stock
it received to the partners of WP, including 400 shares to
-6-<PAGE>
Lionel I. Pincus and 30,000 shares to John L. Vogelstein. WP
may be deemed to own beneficially 11,094,231 shares of Common
Stock, constituting approximately 8.6% of the outstanding
shares of Common Stock, including the shares owned by WPCC.
EMW LLC may be deemed to own beneficially 11,015,266 shares of
Common Stock, constituting approximately 8.5% of the
outstanding shares of Common Stock, owned by WPCC.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer.
In connection with the Restructuring, WPCC, WPCP and
the Company entered into a Purchase Agreement (the "Purchase
Agreement"), Subscription Agreement (the "Subscription Agree-
ment") and Registration Rights Agreement (the "Registration
Rights Agreement"). The following summary of certain terms of
the Purchase Agreement, Subscription Agreement and Registration
Rights Agreement is qualified in its entirety by reference to
the copies of the agreements that are attached hereto as exhib-
its and incorporated herein by reference.
Pursuant to the Purchase Agreement, WPCC and WPCP
agreed (i) to limit their aggregate ownership (together with
their management officials) of outstanding voting securities of
the Company to not more than 24.9%; (ii) to prohibit transfers
of the Company's shares for five years (other than to affili-
ates of WPCC and WPCP which would be subject to the same re-
strictions) and permit transfers during the remaining five
years only to the limited partners of WPCC and WPCP, pursuant
-7-<PAGE>
to dispersed public offerings, in Rule 144 sales or to persons
who would not immediately thereafter own 5% or more of out-
standing Common Stock and who are approved by the Company; (iv)
to vote in favor of the Company's nominees for the Board of
Directors, and on any other matter if WPCC and WPCP do not vote
in favor of a position recommended by the Board of Directors,
they will vote proportionately with the vote of other stock-
holders; (v) not to tender any shares in a tender offer if the
Company's Board of Directors recommends against such tender
offer; (vi) not to solicit proxies, join any "group" with re-
spect to the Company's securities or deposit such shares in a
voting trust; and (vii) otherwise not to seek to affect or in-
fluence the control of the management, Board of Directors,
business, operations, policies or affairs of the Company.
These restrictions generally apply for ten years but are sub-
ject to earlier termination at the option of WPCC and WPCP upon
the occurrence of certain events, including the acquisition of
50% or more of the outstanding voting securities of the Company
and the failure to meet certain financial tests. The Purchase
Agreement provided that WPCC and WPCP would be entitled to have
one representative attend every meeting of the Board of Direc-
tors of the Company and each committee of the Board of Direc-
tors in an observer capacity. Lionel I. Pincus, Chairman of
the Board and Chief Executive Officer of EMW and WPV and Manag-
ing Partner of WP, and, in his absence, John L. Vogelstein,
Managing Director of WPV and EMW and partner of WP, serve as
such representative of WPCC and WPCP.
-8-<PAGE>
In connection with the Purchase Agreement and the
transactions contemplated thereby, WPCC and WPCP agreed to cer-
tain commitments with the Board of Governors of the Federal
Reserve System (the "FRB Commitments"), including commitments
not to (i) exercise or attempt to exercise a controlling influ-
ence over the management or policies of the Company or any of
its subsidiaries; (ii) take any action causing the Company to
become a subsidiary of WPCC or WPCP; (iii) acquire or retain
shares that would cause the combined interest of WPCC, WPCP and
any of their affiliates, and any of their partners, officers,
and directors, to equal or exceed 25% of the outstanding voting
shares or equity of the Company; (iv) seek or accept any repre-
sentation on the board at directors of the Company or any of
its subsidiaries (other than the representative in an observer
capacity described above); (v) have or seek to have any repre-
sentative serve as an officer, agent, or employee of the Com-
pany or any of its subsidiaries; (vi) propose a director or
slate of directors in opposition to a nominee or slate of nomi-
nees proposed by management or board of directors of the Com-
pany; (vii) solicit or participate in soliciting proxies with
respect to any matter presented to the stockholders of the Com-
pany; (viii) attempt to influence the dividend policies or
practices, loan or credit decisions, pricing services, any per-
sonnel decision, location of any offices, branching, the hours
of operation, or similar activities or policies of the Company
or any of its subsidiaries; and (ix) into joint ventures with
the Company or its subsidiaries, increase the extent of current
-9-<PAGE>
banking relationships with the Company or any of its subsidiar-
ies in an amount that would be material to the Company and its
subsidiaries taken as a whole and, to the extent any banking or
non-banking transactions are entered into, they will be under-
taken only in the ordinary course of business and will be on
terms and conditions comparable to those in transactions with
persons unaffiliated with the Company. The foregoing summary
of the FRB Commitments is qualified in its entirety by refer-
ence to a copy of the letter from the Federal Reserve Bank of
Cleveland, dated July 22, 1988, setting forth the FRB Commit-
ments which is attached hereto as an exhibit and incorporated
herein.
Pursuant to the Subscription Agreement, WPCC and WPCP
agreed to five annual subscriptions for additional shares of
Series D Preferred Stock at $17.50 per share having an ag-
gregate purchase price each year equal to 60% of the regular
cash dividends paid on their shares of Series D Preferred Stock
during the previous year, subject to certain annual limits and
to an aggregate of 2,693,877 additional shares of Series D Pre-
ferred Stock being acquired pursuant to the Subscription Agree-
ment. In May 1989, WPCC and WPCP assigned subscription obliga-
tions to purchase an aggregate of 74,824 shares of Series D
Preferred Stock in connection with the sale of an aggregate of
285,750 shares of Series D Preferred Stock. See Item 3. Pur-
suant to the Subscription Agreement, on August 24, 1989 WPCC
and WPCP subscribed for 391,000 and 78,200 shares of Series D
-10-<PAGE>
Preferred Stock, respectively, at $17.50 per share. In connec-
tion with the Exchange Transaction, the obligations of WPCC and
WPCP under the Subscription Agreement were terminated and in
lieu thereof WPCC, WPCP and the Company entered into the Common
Stock Subscription Agreement described below.
The Registration Rights Agreement provides WPCC and
WPCP with up to four demand registration requests at the
Company's expense with respect to shares of Common Stock and
unlimited piggyback registration rights. The foregoing regis-
tration rights are available at any time after July 25, 1993,
subject to acceleration upon the occurrence of certain extraor-
dinary events.
On March 30, 1990 WPCC, WPCP and the Company entered
into the Exchange Agreement and the Common Stock Subscription
Agreement. The following summary of certain terms of the Ex-
change Agreement and the Common Stock Subscription Agreement is
qualified in its entirety by reference to copies of the agree-
ments attached hereto as exhibits and incorporated herein.
Pursuant to the Exchange Agreement, WPCC and WPCP exchanged
their shares of Series D Preferred Stock for shares of Common
Stock without changing the restrictions set forth in the Pur-
chase Agreement or the FRB Commitments. See Item 5.
Pursuant to the Common Stock Subscription Agreement,
WPCC and WPCP agreed to subscribe on each of the next four an-
niversaries of the Purchase Agreement for additional shares of
Common Stock having an aggregate purchase price equal to 36.5%
-11-<PAGE>
of the dividends paid on such number of shares of Common Stock
during the preceding year with respect to the first subscrip-
tion date and approximately 50% of such dividends for each sub-
scription thereafter. The purchase price under the Common
Stock Subscription Agreement in $23.00 per share, subject to
reduction as set forth in the Common Stock Subscription Agree-
ment during the Optional Exchange Period (as defined in the
Statement of Designation of the Series D Preferred Stock, a
copy of which is attached hereto as an exhibit and incorporated
herein by reference). The subscription obligations are subject
to certain annual limits and to an aggregate of 904,540 shares
of Common Stock acquired pursuant to the Subscription Agree-
ment.
In April 1990, WPCC agreed to purchase an aggregate
of 452,971 shares of Series D Preferred Stock from third par-
ties in two privately negotiated transactions. The transac-
tions were conditioned upon, among other things, regulatory
approvals and the consent of the Company to the transfer to
WPCC. The purchases were consummated on July 10, 1990.
Except as set forth in this Item 6, none of the Re-
porting Entities nor, to the best of their knowledge, any per-
son 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 arrangement, puts
-12-<PAGE>
or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Purchase Agreement dated as of July 25, 1988 by
and among WPCP, WPCC and the Company.
Exhibit 2. Subscription Agreement dated as of July 25, 1988
by and among WPCC, WPCP and the Company.
Exhibit 3. Registration Rights Agreement, dated as of July
25, 1988, by and among WPCP, WPCC and the Com-
pany.
Exhibit 4. Letter dated July 22, 1988 from The Federal Re-
serve Bank of Cleveland.
Exhibit 5. Exchange Agreement, dated as of March 30, 1990,
by and among WPCP, WPCC and the Company.
Exhibit 6. Common Stock Subscription Agreement, dated as of
March 30, 1990, by and among WPCP, WPCC and the
Company.
Exhibit 7. Statement of Designations of the Series D Junior
Preferred Stock, $1.00 par value, of the Com-
pany, as amended.
-13-<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
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
Stephen Distler
Partner
E. M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Stephen Distler
Treasurer and Managing Director
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Stephen Distler
Partner
Dated: January 27, 1997
-14-<PAGE>
SCHEDULE I
Set forth below is the name, position and present
principal occupation of each of the managing directors and members
of E. M. Warburg, Pincus & Co., LLC ("EMW LLC") and of each of the
general partners of Warburg, Pincus Capital Company L.P. ("WPCC")
and Warburg, Pincus & Co. ("WP"). EMW LLC, WPCC and WP 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.
Managing Directors and Members
of E. M. Warburg, Pincus & Co., LLC
Present Principal Occupation
in Addition to Position with
EMW LLC, if any, and Positions
Name and Position with the Reporting Entities
Lionel I. Pincus, Chairman Managing Partner, WP, and
of the Board and Chief Managing Partner, Pincus & Co.
Executive Officer (See Partners of WP.)
John L. Vogelstein, Vice Partner, WP
Chairman of the Board
John L. Furth, Vice Chairman Partner, WP
of the Board
Harold Brown, Partner, WP
Senior Managing Director
Rodman W. Moorhead III, Partner, WP
Senior Managing Director
Susan Black, Partner, WP
Managing Director
Christopher W. Brody, Partner, WP
Managing Director
Dale C. Christensen,*
Managing Director
_____________________
* Citizen of Canada.
-15-<PAGE>
Errol M. Cook, Partner, WP
Managing Director
W. Bowman Cutter, Partner, WP
Managing Director
Elizabeth B. Dater, Partner, WP
Managing Director
Stephen Distler, Partner, WP
Managing Director
and Treasurer
Paul Nicholas Edwards, Partner, WP
Managing Director
Harold W. Ehrlich, Partner, WP
Managing Director
Louis G. Elson, Partner, WP
Managing Director
Stewart K.P. Gross, Partner, WP
Managing Director
Patrick T. Hackett, Partner, WP
Managing Director
Jeffrey A. Harris, Partner, WP
Managing Director
Robert S. Hillas, Partner, WP
Managing Director
A. Michael Hoffman, Partner, WP
Managing Director
William H. Janeway, Partner, WP
Managing Director
Douglas M. Karp, Partner, WP
Managing Director
Charles R. Kaye, Partner, WP
Managing Director
Richard H. King,*
Managing Director
_____________________
* Citizen of United Kingdom.
-16-<PAGE>
Henry Kressel Partner, WP
Managing Director
Joseph P. Landy, Partner, WP
Managing Director
Sidney Lapidus, Partner, WP
Managing Director
Kewsong Lee, Partner, WP
Managing Director
Reuben S. Leibowitz, Partner, WP
Managing Director
Brady T. Lipp, Partner, WP
Managing Director
Stephen J. Lurito, Partner, WP
Managing Director
Spencer S. Marsh III, Partner, WP
Managing Director
Lynn S. Martin, Partner, WP
Managing Director
Edward J. McKinley, Partner, WP
Managing Director
Howard H. Newman, Partner, WP
Managing Director
Gary D. Nusbaum, Partner, WP
Managing Director
Anthony G. Orphanos, Partner, WP
Managing Director
Dalip Pathak, Partner, WP
Managing Director
Philip C. Percival,*
Managing Director
Daphne D. Philipson, Partner, WP
Managing Director
_____________________
* Citizen of United Kingdom.
-17-<PAGE>
Eugene L. Podsiadlo, Partner, WP
Managing Director
Ernest H. Pomerantz, Partner, WP
Managing Director
Brian S. Posner, Partner, WP
Managing Director
Arnold M. Reichman, Partner, WP
Managing Director
Roger Reinlieb, Partner, WP
Managing Director
John D. Santoleri, Partner, WP
Managing Director
Sheila N. Scott, Partner, WP
Managing Director
Dominic H. Shorthouse,*
Managing Director
Peter Stalker III, Partner, WP
Managing Director
Chang Q. Sun,**
Managing Director
David A. Tanner, Partner, WP
Managing Director
James E. Thomas, Partner, WP
Managing Director
Elizabeth H. Weatherman, Partner, WP
Managing Director
Joanne R. Wenig, Partner, WP
Managing Director
George U. Wyper, Partner, WP
Managing Director
_____________________
* Citizen of United Kingdom.
** Citizen of People's Republic of China.
-18-<PAGE>
General Partners of
Warburg, Pincus & Co.
Present Principal Occupation
in Addition to Position with
Warburg, Pincus & Co. and
Positions with the Reporting
Name Entities
Susan Black (See Managing Directors and
Members of EMW LLC.)
Christopher W. Brody (See Managing Directors and
Members of EMW LLC.)
Harold Brown (See Managing Directors and
Members of EMW LLC.)
Errol M. Cook (See Managing Directors and
Members of EMW LLC.)
W. Bowman Cutter (See Managing Directors and
Members of EMW LLC.)
Elizabeth B. Dater (See Managing Directors and
Members of EMW LLC.)
Stephen Distler (See Managing Directors and
Members of EMW LLC.)
Paul Nicholas Edwards (See Managing Directors and
Members of EMW LLC.)
Harold W. Ehrlich (See Managing Directors and
Members of EMW LLC.)
Louis G. Elson (See Managing Directors and
Members of EMW LLC.)
John L. Furth (See Managing Directors and
Members of EMW LLC.)
Stewart K.P. Gross (See Managing Directors and
Members of EMW LLC.)
Patrick T. Hackett (See Managing Directors and
Members of EMW LLC.)
Jeffrey A. Harris (See Managing Directors and
Members of EMW LLC.)
-19-<PAGE>
Robert S. Hillas (See Managing Directors and
Members of EMW LLC.)A.
A. Michael Hoffman (See Managing Directors and
Members of EMW LLC.)
William H. Janeway (See Managing Directors and
Members of EMW LLC.)
Douglas M. Karp (See Managing Directors and
Members of EMW LLC.)
Charles R. Kaye (See Managing Directors and
Members of EMW LLC.)
Henry Kressel (See Managing Directors and
Members of EMW LLC.)
Joseph P. Landy (See Managing Directors and
Members of EMW LLC.)
Sidney Lapidus (See Managing Directors and
Members of EMW LLC.)
Kewsong Lee (See Managing Directors and
Members of EMW LLC.)
Reuben S. Leibowitz (See Managing Directors and
Members of EMW LLC.)
Brady T. Lipp (See Managing Directors and
Members of EMW LLC.)
Stephen J. Lurito (See Managing Directors and
Members of EMW LLC.)
Spencer S. Marsh III (See Managing Directors and
Members of EMW LLC.)
Lynn C. Martin (See Managing Directors and
Members of EMW LLC.)
Edward J. McKinley (See Managing Directors and
Members of EMW LLC.)
Rodman W. Moorhead III (See Managing Directors and
Members of EMW LLC.)
Howard H. Newman (See Managing Directors and
Members of EMW LLC.)
Gary D. Nusbaum (See Managing Directors and
Members of EMW LLC.)
-20-<PAGE>
Anthony G. Orphanos (See Managing Directors and
Members of EMW LLC.)Dalip
Dalip Pathak (See Managing Directors and
Members of EMW LLC.)
Daphne D. Philipson (See Managing Directors and
Members of EMW LLC.)
Lionel I. Pincus (See Managing Directors and
Members of EMW LLC.)
Eugene L. Podsiadlo (See Managing Directors and
Members of EMW LLC.)
Ernest H. Pomerantz (See Managing Directors and
Members of EMW LLC.)
Brian S. Posner (See Managing Directors and
Members of EMW LLC.)
Arnold M. Reichman (See Managing Directors and
Members of EMW LLC.)
Roger Reinlieb (See Managing Directors and
Members of EMW LLC.)
John D. Santoleri (See Managing Directors and
Members of EMW LLC.)
Sheila N. Scott (See Managing Directors and
Members of EMW LLC.)
Peter Stalker III (See Managing Directors and
Members of EMW LLC.)
David A. Tanner (See Managing Directors and
Members of EMW LLC.)
James E. Thomas (See Managing Directors and
Members of EMW LLC.)
John L. Vogelstein (See Managing Directors and
Members of EMW LLC.)
Elizabeth H. Weatherman (See Managing Directors and
Members of EMW LLC.)
Joanne R. Wenig (See Managing Directors and
Members of EMW LLC.)
George U. Wyper (See Managing Directors and
-21-<PAGE>
Members of EMW LLC.)
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
ownership of partnership interest in WP.
-22-<PAGE>
EXHIBIT INDEX
Page No.
Exhibit 1. Purchase Agreement dated as of July
25, 1988 by and among WPCP, WPCC and
the Company.............................. *
Exhibit 2. Subscription Agreement dated as
of July 25, 1988 by and among WPCC,
WPCP and the Company..................... *
Exhibit 3. Registration Rights Agreement,
dated as of July 25, 1988, by
and among WPCP, WPCC and the
Company.................................. *
Exhibit 4. Letter dated July 22, 1988 from
The Federal Reserve Bank of
Cleveland................................ *
Exhibit 5. Exchange Agreement, dated as of
March 30, 1990, by and among WPCP,
WPCC and the Company..................... *
Exhibit 6. Common Stock Subscription Agreement,
dated as of March 30, 1990, by and
among WPCP, WPCC and the Company......... *
Exhibit 7. Statement of Designations of the
Series D Junior Preferred Stock,
$1.00 par value, of the Company,
as amended............................... *
_____________________
* Filed as exhibits to Schedule 13D filed on April 10, 1990.
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