<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Golden Books Family Entertainment, Inc.
---------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
380804104
---------
(CUSIP Number)
Stephen Distler
E.M. Warburg Pincus & Co., LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
- with a copy to -
Laurence D. Weltman, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
February 26, 1999
-------------------
(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 [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b), for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, 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>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 380804104 Page 2 of 8 Pages
- ------------------- -----------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Ventures, L.P. I.D. # 13-3784037
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 11,936,271
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------- ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,525,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11,525,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 380804104 Page 3 of 8 Pages
- ------------------- -----------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co. I.D. # 13-6358475
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 11,936,271
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------- ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,525,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11,525,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 380804104 Page 4 of 8 Pages
- ------------------- -----------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PER
SON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Golden Press Holding, L.L.C.
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 11,936,271
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------- ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,525,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11,525,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 380804104 Page 5 of 8 Pages
- ------------------- -----------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC I.D. # 13-3536050
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 11,936,271
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON --------- ------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,525,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
11,525,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Introductory Note.
------------------
This Amendment No. 6 amends the Schedule 13D filed by the Reporting Entities on
February 12, 1996, as amended by Amendment No. 1 filed by the Reporting Entities
on May 16, 1996, Amendment No. 2 filed by the Reporting Entities on March 7,
1997, Amendment No. 3 filed by the Reporting Entities on March 20, 1998,
Amendment No. 4 filed by the Reporting Entities on July 20, 1998, and Amendment
No. 5 filed by the Reporting Entities on September 18, 1998 (together, the
"Schedule 13D"), relating to the Common Stock, par value $0.01 per share (the
"Common Stock"), of Golden Books Family Entertainment, Inc., a Delaware
corporation (the "Company"), and is being filed pursuant to Rule 13d-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Unless otherwise indicated, all capitalized terms
used but not defined herein shall have the same meaning as set forth in the
Schedule 13D.
The Reporting Entities are filing this Amendment to report that Golden Press
Holding, LLC, a Delaware limited liability company ("GPH"), one of the Reporting
Entities, has participated in a proposal to restructure the Company with an
informal committee of the holders of the Company's 7.65% Senior Notes due 2002
(the "Senior Notes"), an informal committee of the holders of the Company's
8.75% Convertible Trust Originated Preferred Securities due 2016 (the "TOPrS"),
and the Company's management (all such parties, including GPH, the
"Restructuring Parties").
Item 4. Purpose of Transaction
----------------------
Item 4 of the Schedule 13D is hereby amended by the addition of the
following paragraph:
On February 26, 1999, the Company filed in the United States Bankruptcy
Court for the Southern District of New York (the "Court") a voluntary
petition for reorganization of the Company (the "Bankruptcy Case") under
Chapter 11 of the United States Bankruptcy Code, as amended (the "Code").
The Bankruptcy Case was commenced in contemplation of a certain proposal of
the Restructuring Parties for the restructuring of the Company (the
"Proposal"), which Proposal is to be adopted within the terms of a pending
agreement among the Restructuring Parties (the "Restructuring Agreement")
and ultimately incorporated within a plan to be filed with the Court (the
"Plan"), which Plan will supply the terms and procedures whereby the
Company will be restructured upon the completion of the Bankruptcy Case
(the "Reorganization").
If the Proposal is (i) adopted in the Restructuring Agreement, (ii)
incorporated within the Plan, (iii) approved by the Court and (iv) fully
implemented, than GPH will receive 5% of the Company's restructured common
stock to be issued in the Reorganization (the "New Common Stock"), in
exchange for all of the $10 million Senior Secured Notes held by GPH and
issued by the Company's subsidiary Golden Books Home Video, Inc. ("Home
Video"). In connection with the exchange of such notes, GPH will release
its liens on certain property of the
Page 6 of 8 Pages
<PAGE>
Company and Home Video which secure the Senior Secured Notes of Home Video.
The Proposal also provides for GPH, as the holder of all of the Company's
Series B Convertible Preferred Stock (the "Preferred Shares"), to receive
warrants to purchase approximately 3.34% of the New Common Stock. Further,
the Proposal provides that holders of the Company's Common Stock, including
GPH (and giving effect to all accrued and unpaid dividends on the Preferred
Shares) will receive warrants to purchase approximately 1.67% of the New
Common Stock.
Additionally, the Proposal provides for the exchange of all the Senior
Notes, in the aggregate principal amount of $150 million, together with any
accrued and unpaid interest thereon, for (i) a new secured note in the
aggregate principal amount of $87 million due 2004 with interest payable,
at the Company's option for the first three years from issuance at 10% in
cash or 13.5% in kind (with all interest to be paid in cash after the third
anniversary from issuance of the notes) and (ii) 42.5% of the New Common
Stock. The Proposal further provides for the exchange of all the TOPrS, in
the aggregate principal amount of $118 million, together with any accrued
and unpaid interest thereupon, for 50% of the New Common Stock.
Under the Proposal, the Reporting Entities would consent to the execution
of a debtor-in-possession financing arrangement by which the Company shall
borrow up to $55 million to maintain its on-going operations and complete
the Reorganization.
The foregoing summary of the Proposal does not purport to be complete and
is subject to the complete terms of the Restructuring Agreement when
signed. Additionally, the final terms of the Reorganization will be subject
to the final terms of the Plan to be filed by the Company with the Court as
such Plan may ultimately be proposed and approved.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 of the Schedule 13D is hereby amended by deleting subparagraphs (a)
and (b) therein and replacing them with the following:
(a) and (b). GPH may be deemed to beneficially own the shares of Common
Stock to which the Irrevocable Proxies relate which presently, based on
filings with the Commission by the record owners of such shares, constitute
an aggregate of approximately 3,661,271 shares of Common Stock. This number
may decrease, as such shares are entitled to be transferred to third
parties pursuant to the terms of the Irrevocable Proxies. Each of the
Reporting Entities may be deemed to share the power to vote or direct the
voting of such shares and therefore to beneficially own such shares. To the
knowledge of the Reporting Entities, the power to direct the disposition of
such shares is held by Richard Bernstein and certain of his affiliates.
Page 7 of 8 Pages
<PAGE>
Additionally, on the date hereof, GPH owns of record 1,775,000 shares of
Common Stock received as dividends on the Preferred Shares held by GPH. By
their terms, GPH is entitled to receive as quarterly dividends on the
Preferred Shares 195,000 shares of Common Stock (together with certain
amounts of cash if the market value of the Common Stock falls below certain
thresholds specified in the Certificate of Designation relating to the
Preferred Shares) through May 8, 2000. However, the Company is presently in
default upon the payment of 195,000 shares of Common Stock and certain cash
amounts due as unpaid dividends on the Preferred Shares.
GPH may also be deemed to beneficially own the 6,500,000 shares of Common
Stock issuable upon conversion of the Preferred Shares and the 3,250,000
shares issuable upon exercise of the Warrant, which are each convertible
and exercisable, respectively, at a price of $10.00 per share of Common
Stock to be received by such conversion or exercise. Each of the Reporting
Entities may be deemed to share the power to vote and dispose of such
shares and therefore to beneficially own such shares. Based on the
27,099,814 shares of Common Stock outstanding on September 30, 1998 (as
reported by the Company in its Quarterly Report on Form 10-Q for the period
ending September 30, 1998, filed with the Commission on November 11, 1998)
treating as outstanding the shares of Common Stock issuable upon conversion
of the Preferred Shares and exercise of the Warrant, but excluding the
unpaid dividend of Common Stock accrued in respect of the Preferred Shares,
the Reporting Entities beneficially own approximately 42.5% of the voting
power relating to the Common Stock.
Page 8 of 8 Pages
<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.
Dated: March 10, 1999
GOLDEN PRESS HOLDING, L.L.C.
By: Warburg, Pincus Ventures, L.P.,
Member
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
-------------------------
Name: Stephen Distler
Title: Partner
WARBURG, PINCUS VENTURES, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
--------------------------
Name: Stephen Distler
Title: Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
--------------------------
Name: Stephen Distler
Title: Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
--------------------------
Name: Stephen Distler
Title: Managing Director
-9-
<PAGE>
SCHEDULE I
----------
Set forth below is the name, position and present principal occupation of each
of the general partners of Warburg, Pincus & Co. ("WP") and each of the members
of E.M. Warburg, Pincus & Co., LLC ("EMW"). The sole general partner of Warburg,
Pincus Ventures, L.P. ("Ventures") is WP. WP, EMW and Ventures 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.
Present Principal Occupation
in Addition to Position with
WP, and Positions with the
Name Reporting Entities
- ---- ----------------------------
Joel Ackerman Managing Director and Member,
EMW
Alvaro J. Aguirre Managing Director and Member,
EMW
Harold Brown Senior Managing Director and
Member, EMW
W. Bowman Cutter Managing Director and Member,
EMW
Elizabeth B. Dater Managing Director and Member,
EMW
Cary J. Davis Managing Director and Member,
EMW
Stephen Distler Managing Director, Member and
Treasurer, EMW
Harold W. Ehrlich Managing Director and Member,
EMW
Kyle F. Frey Managing Director and Member,
EMW
John L. Furth Managing Director and Member,
EMW
Stewart K.P. Gross Managing Director and Member,
EMW
Patrick T. Hackett Managing Director and Member,
EMW
Jeffrey A. Harris Managing Director and Member,
EMW
William H. Janeway Managing Director and Member,
EMW
Robert Janis Managing Director and Member,
EMW
Douglas M. Karp Managing Director and Member,
EMW
Charles R. Kaye Managing Director and Member,
EMW
-10-
<PAGE>
Henry Kressel Managing Director and Member,
EMW
Joseph P. Landy Managing Director and Member,
EMW
Sidney Lapidus Managing Director and Member,
EMW
Kewsong Lee Managing Director and Member,
EMW
Reuben S. Leibowitz Managing Director and Member,
EMW
S. Joshua Lewis Managing Director and Member,
EMW
Scott T. Lewis Managing Director and Member,
EMW
David E. Libowitz Managing Director and Member,
EMW
Brady T. Lipp Managing Director and Member,
EMW
Stephen J. Lurito Managing Director and Member,
EMW
Lynn S. Martin Managing Director and Member,
EMW
Nancy Martin Managing Director and Member,
EMW
Edward J. McKinley Managing Director and Member,
EMW
Rodman W. Moorhead III Senior Managing Director and
Member, EMW
Maryanne Mullarkey Managing Director and Member,
EMW
Howard H. Newman Managing Director and Member,
EMW
Gary D. Nusbaum Managing Director and Member,
EMW
Sharon B. Parente Managing Director and Member,
EMW
Dalip Pathak Managing Director and Member,
EMW
Lionel I. Pincus Chairman of the Board, CEO,
and Managing Member, EMW; and
Managing Partner, Pincus & Co.
Eugene L. Podsiadlo Managing Director and Member,
EMW
Ernest H. Pomerantz Managing Director and Member,
EMW
Brian S. Posner Managing Director and Member,
EMW
Arnold M. Reichman Managing Director and Member,
EMW
Roger Reinlieb Managing Director and Member,
EMW
-11-
<PAGE>
John D. Santoleri Managing Director and Member,
EMW
Steven G. Schneider Managing Director and Member,
EMW
Donald C. Schutltheis Managing Director and Member,
EMW
Sheila N. Scott Managing Director and Member,
EMW
Harold Sharon Managing Director and Member,
EMW
Eugene J. Siembieda Managing Director and Member,
EMW
Barbara Tarmy Managing Director and Member,
EMW
James E. Thomas Managing Director and Member,
EMW
Donna M. Vandenbulcke Managing Director and Member,
EMW
John L. Vogelstein Vice Chairman and Member, EMW
Elizabeth H. Weatherman Managing Director and Member,
EMW
Patricia F. Widner Managing Director and Member,
EMW
Pincus & Co.*
NL & Co.**
* New York limited partnership; its primary activity is ownership interest in WP
and EMW.
** New York limited partnership; its primary activity is ownership interest in
WP.
-12-
<PAGE>
MEMBERS OF EMW
--------------
Present Principal Occupation
in Addition to Position with
EMW, and Positions with the
Reporting Entities
----------------------------
Name
Joel Ackerman Partner, WP
Alvaro J. Aguirre Partner, WP
Harold Brown Partner, WP
W. Bowman Cutter Partner, WP
Elizabeth B. Dater Partner, WP
Cary J. Davis Partner, WP
Stephen Distler Partner, WP
P. Nicholas Edwards(2)
Harold W. Ehrlich Partner, WP
Kyle F. Frey Partner, WP
John L. Furth Partner, WP
Stewart K.P. Gross Partner, WP
Patrick T. Hackett Partner, WP
Jeffrey A. Harris Partner, WP
William H. Janeway Partner, WP
Robert Janis Partner, WP
Douglas M. Karp Partner, WP
Charles R. Kaye Partner, WP
Richard H. King(2)
Henry Kressel Partner, WP
Rajiv B. Lall(4)
Joseph P. Landy Partner, WP
Sidney Lapidus Partner, WP
Kewsong Lee Partner, WP
Reuben S. Leibowitz Partner, WP
S. Joshua Lewis Partner, WP
Scott T. Lewis Partner, WP
David E. Libowitz Partner, WP
Brady T. Lipp Partner, WP
Stephen J. Lurito Partner, WP
John W. MacIntosh(1)
Lynn S. Martin Partner, WP
Nancy Martin Partner, WP
Edward J. McKinley Partner, WP
James McNaught-Davis(2)
Rodman W. Moorhead III Partner, WP
Maryanne Mullarkey Partner, WP
Howard H. Newman Partner, WP
Gary D. Nusbaum Partner, WP
Sharon B. Parente Partner, WP
Dalip Pathak Partner, WP
Lionel I. Pincus Managing Partner, WP; Chairman
of the Board and CEO, EMW;
Managing Partner, Pincus & Co.
Eugene L. Podsiadlo Partner, WP
-13-
<PAGE>
Ernest H. Pomerantz Partner, WP
Brian S. Posner Partner, WP
Arnold M. Reichman Partner, WP
Roger Reinlieb Partner, WP
John D. Santoleri Partner, WP
Steven G. Schneider Partner, WP
Donald C. Schultheis Partner, WP
Sheila N. Scott Partner, WP
Harold Sharon Partner, WP
Dominic H. Shorthouse(2)
Eugene J. Siembieda Partner, WP
Chang Q. Sun(3)
Barbara Tarmy Partner, WP
James E. Thomas Partner, WP
Donna M. Vandenbulcke Partner, WP
John L. Vogelstein Partner, WP
Elizabeth H. Weathermen Partner, WP
Patricia F. Widner Partner, WP
Jeremy S. Young(2)
Pincus & Co.*
(1) Citizen of Canada
(2) Citizen of United Kingdom
(3) Citizen of People's Republic of China
(4) Citizen of India
* New York limited partnership; its primary activity is ownership
interest in WP and EMW.
-14-
