<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cytel Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
23282E100
(CUSIP Number)
Reuben S. Leibowitz
E.M. Warburg Pincus & Co., Inc.
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 -
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
June 14, 1996
(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 the 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 five percent or less 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-l(a) 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>2
SCHEDULE 13D
- -----------------------------------------------------------
CUSIP No. 23282E100
- -----------------------------------------------------------
---------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Investors, L.P.
---------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------- -------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
---------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- ----------- --------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF -0- shares of Common Stock (See Item 5)
SHARES
----------- --------------------------------------------
BENEFI-CIALLY 8 SHARED VOTING POWER
OWNED BY 328,000 shares of Common Stock (See Item 5)
----------- --------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- shares of Common Stock (See Item 5)
----------- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 328,000 shares of Common Stock (See Item 5)
---------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,000 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)
1.3%
---------- -------------------------------------------------------------------
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>3
SCHEDULE 13D
- -----------------------------------------------------------
CUSIP No. 23282E100
- -----------------------------------------------------------
---------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Company
---------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------- -------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
---------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- ----------- --------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF -0- shares of Common Stock (See Item 5)
SHARES
----------- --------------------------------------------
BENEFI-CIALLY 8 SHARED VOTING POWER
OWNED BY 328,000 shares of Common Stock (See Item 5)
----------- --------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- shares of Common Stock (See Item 5)
----------- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 328,000 shares of Common Stock (See Item 5)
---------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,000 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)
1.3%
---------- -------------------------------------------------------------------
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>4
SCHEDULE 13D
- -----------------------------------------------------------
CUSIP No. 23282E100
- -----------------------------------------------------------
---------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co.
---------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------- -------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
---------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- ----------- --------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF -0- shares of Common Stock (See Item 5)
SHARES
----------- --------------------------------------------
BENEFI-CIALLY 8 SHARED VOTING POWER
OWNED BY 328,000 shares of Common Stock (See Item 5)
----------- --------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- shares of Common Stock (See Item 5)
----------- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 328,000 shares of Common Stock (See Item 5)
---------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,000 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)
1.3%
---------- -------------------------------------------------------------------
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>5
SCHEDULE 13D
- -----------------------------------------------------------
CUSIP No. 23282E100
- -----------------------------------------------------------
---------- -------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, & Co., Inc.
---------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------- -------------------------------------------------------------------
3 SEC USE ONLY
---------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
---------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- ----------- --------------------------------------------
NUMBER 7 SOLE VOTING POWER
OF -0- shares of Common Stock (See Item 5)
SHARES
----------- --------------------------------------------
BENEFI-CIALLY 8 SHARED VOTING POWER
OWNED BY 328,000 shares of Common Stock (See Item 5)
----------- --------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- shares of Common Stock (See Item 5)
----------- --------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 328,000 shares of Common Stock (See Item 5)
---------- -------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
328,000 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)
1.3%
---------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
---------- -------------------------------------------------------------------
*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>6
This statement constitutes Amendment No. 2 ("Amendment
No. 2") to the Schedule 13D as originally filed with the Securities and
Exchange Commission on or about July 23, 1993 (the "Original 13D"), and as
previously amended and supplemented on December 17, 1993 by Amendment No. 1
("Amendment No. 1"). Pursuant to Item 101(a)(2)(ii) of Regulation S-T, the
Original 13D, as amended and supplemented by Amendment No. 1, is hereby further
amended and restated as set forth below. Exhibit 1, which has been
filed in paper format, is not restated electronically herewith.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01
per share, of Cytel Corporation, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 3525 John Hopkins
Court, San Diego, California 92121.
Item 2. Identity and Background.
(a) This statement is filed by (i) Warburg, Pincus
Investors, L.P., a Delaware limited partnership ("WPI"), (ii) Warburg, Pincus &
Co., a New York general partnership ("WPC"), (iii) E.M. Warburg, Pincus &
Company, a New York general partnership ("EMW"), and (iv) E.M. Warburg, Pincus
& Co., Inc., a Delaware corporation ("E.M. Warburg" and together with WPI, WPC
and EMW, the "Reporting Entities"), pursuant to a Joint Acquisition Statement
by and among the Reporting Entities previously filed as Exhibit 1 and
incorporated herein by reference. The sole general partner of WPI is WPC.
Lionel I. Pincus is the managing partner of WPC and EMW and may be deemed to
control them. EMW, which has the same general partners as WPC, manages WPI. WPC
has a 20% interest in the profits of WPI and, through its wholly owned
subsidiary, E.M. Warburg, owns 1.13% of the limited partnership interests in
WPI. The general partners of WPC and EMW and the directors and executive
officers of E.M. Warburg are described in Schedule I hereto.
(b) The address of the principal business and principal
office of each of the Reporting Entities is 466 Lexington Avenue, New York, New
York 10017.
(c) The principal business of WPI is that of a partnership
engaged in making venture capital and related investments. The principal
business of WPC is acting as general partner of WPI, Warburg, Pincus Capital
Company, L.P., Warburg, Pincus Capital Partners, L.P. and Warburg, Pincus
Associates, L.P., and as a holding company for its ownership of securities of
E.M. Warburg. The principal business of EMW is acting as manager of WPI. The
principal business of E.M. Warburg is providing specialized financial advisory
and investment counseling services.
(d) None of the Reporting Entities, nor, to the
best of their knowledge, any of the directors and executive officers
<PAGE>7
referred to in paragraph (a) has, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Entities nor, to the best of their
knowledge, any of the directors or executive officers referred to in paragraph
(a) above has, during the last five (5) years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Except as otherwise indicated on Schedule I hereto, each
of the individuals referred to in paragraph (a) above is a United States
citizen.
Item 3. Source and Amount of Funds or Other Consideration.
As reported in the Original 13D and supplemented by Amendment
No. 1, through a series of purchases on the open market beginning March 26,
1993, WPI acquired an aggregate of 1,053,000 shares of Common Stock (the
"Shares") for an aggregate purchase price of $6,501,253.
On June 14, 1996, WPI sold 1,128,000 shares of Common Stock
on the open market (the "Sale") for an aggregate sale price of $6,204,000.
After the Sale, WPI was the beneficial owner of 328,000 shares of Common Stock.
Item 4. Purpose of Transaction.
As reported in the Original 13D, the Reporting Entities
acquired the Shares for the purpose of making a significant equity investment
in the Company. The Reporting Entities may from time to time acquire additional
shares of Common Stock or dispose of shares of Common Stock through open market
or privately negotiated transactions depending on existing market conditions
and other considerations discussed below. The Reporting Entities intend to
review their investment in the Company on a continuing basis and, depending
upon the price and availability of shares of Common Stock, subsequent
developments affecting the Company, the Company's business and prospects, other
investment and business opportunities available to the Reporting Entities,
general stock market and economic conditions, tax considerations and other
factors considered relevant, may decide at any time not to increase, or to
decrease, the size of their investment in the Company.
Except as set forth herein, none of the Reporting Entities
nor, to the best of their knowledge, any person listed in Schedule I hereto,
has any plans or proposals which relate to or would result in: (a) the
acquisition by any person of additional
<PAGE>8
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, By-Laws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Act"); or (j) any action similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Amendment No. 2, WPI is the
beneficial owner of 328,000 shares of Common Stock. By reason of the provisions
of Rule 13d-5 under the Act, WPC, EMW and E.M. Warburg may be deemed to own
beneficially the shares of Common Stock owned by WPI. The shares of Common
Stock held by WPI represent 1.3% of the outstanding shares of Common Stock.
The percentage used in this paragraph 5(a) is calculated
based upon the 24,934,447 shares of Common Stock outstanding as of April 19,
1996, reported by the Company in its Proxy Statement for the 1996 Annual
Meeting of Shareholders.
(b) The Reporting Entities share the power to vote or to
direct the vote, and share the power to dispose or to direct the disposition
of, the Shares held by WPI.
(c) On June 14, 1996, WPI sold 1,128,000 shares of Common
Stock. These sales were effected in open market transactions on the Nasdaq
National Market for a price per share of $5.50, or an aggregate sale price of
$6,204,000.
Other than as set forth in this Item 5(c), WPI has effected
no transactions in the Common Stock during the last 60 days.
(d) Except as set forth in this Item 5, no person other than
each respective record owner referred to herein of securities is known to have
the right to receive or the power to direct the
<PAGE>9
receipt of dividends from or the proceeds of sale of such securities.
(e) On June 14, 1996, pursuant to the Sale, each of the
Reporting Entities ceased to be the beneficial owner of more than five percent
(5%) of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Acquisition Statement Pursuant to Rule
13d-1(f)(1) under the Act (previously filed in paper).
<PAGE>10
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: June 17, 1996
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
Title: Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Title: Partner
E.M. WARBURG, PINCUS & COMPANY
By: /s/ Stephen Distler
Title: Partner
E.M. WARBURG, PINCUS & CO., INC.
By: /s/ Stephen Distler
Title: Managing Director
<PAGE>11
SCHEDULE I
Set forth below is the name, position and present principal occupation of
each of the general partners of Warburg, Pincus & Co. ("WPC") and E.M. Warburg,
Pincus & Company ("EMW"), and the directors and exective officers of E.M.
Warburg, Pincus & Co., Inc. ("E.M. Warburg"). The sole general partner of
Warburg, Pincus Investors, L.P. ("WPI") is WPC. WPC, EMW, E.M. Warburg and WPI
are hereinafter collectively referred to as the "Reporting Entities." Except
as otherwise indicated, the business address of each of such persons is 466
Lexington Avenue, New York, New York 10017, and each of such persons is a
citizen of the United States.
General Partners
of WPC
Present Principal Occupation in Addition to Position
with WP, and Positions with the Reporting
Entities
Name
Susan Black Partner, EMW; Managing Director, E.M. Warburg
Christopher W. Brody Partner, EMW; Managing Director, E.M. Warburg
Harold Brown Partner, EMW; Senior Managing Director, E.M. Warburg
Errol M. Cook Partner, EMW; Managing Director, E.M. Warburg
W. Bowman Cutter Partner, EMW; Managing Director, E.M. Warburg
Elizabeth B. Dater Partner, EMW; Managing Director, E.M. Warburg
Stephen Distler Partner, EMW; Managing Director and Treasurer, E.M.
Warburg
Louis G. Elson Partner, EMW; Managing Director, E.M. Warburg
John L. Furth Partner, EMW; Vice Chairman of the Board, E.M. Warburg
<PAGE>12
Stuart M. Goode Partner, EMW; Managing Director, E.M. Warburg
Stewart K.P. Gross Partner, EMW; Managing Director, E.M. Warburg
Patrick T. Hackett Partner, EMW; Managing Director, E.M. Warburg
Jeffrey A. Harris Partner, EMW; Managing Director, E.M. Warburg
Robert S. Hillas Partner, EMW; Managing Director, E.M. Warburg
A. Michael Hoffman Partner, EMW; Managing Director, E.M. Warburg
William H. Janeway Partner, EMW; Managing Director, E.M. Warburg
Douglas M. Karp Partner, EMW; Managing Director, E.M. Warburg
Charles R. Kaye Partner, EMW; Managing Director, E.M. Warburg
Henry Kressel Partner, EMW; Managing Director, E.M. Warburg
Joseph P. Landy Partner, EMW; Managing Director, E.M. Warburg
Sidney Lapidus Partner, EMW; Managing Director, E.M. Warburg
Reuben S. Leibowitz Partner, EMW; Managing Director, E.M. Warburg
Stephen J. Lurito Partner, EMW; Managing Director, E.M. Warburg
Spencer S. Marsh III Partner, EMW; Managing Director, E.M. Warburg
Edward J. McKinley Partner, EMW; Managing Director, E.M. Warburg
Rodman W. Moorhead III Partner, EMW; Senior Managing Director, E.M. Warburg
Howard H. Newman Partner, EMW; Managing Director, E.M. Warburg
<PAGE>13
Anthony G. Orphanos Partner, EMW; Managing Director, E.M. Warburg
Daphne D. Philipson Partner, EMW; Managing Director, E.M. Warburg
Lionel I. Pincus Managing Partner, EMW; Chairman of the Board and CEO,
E.M. Warburg; Managing Partner, Pincus & Co.
Eugene L. Podsiadlo Partner, EMW; Managing Director, E.M. Warburg
Ernest H. Pomerantz Partner, EMW; Managing Director, E.M. Warburg
Arnold M. Reichman Partner, EMW; Managing Director, E.M. Warburg
Roger Reinlieb Partner, EMW; Managing Director, E.M. Warburg
Sheila N. Scott Partner, EMW; Managing Director, E.M. Warburg
John D. Santoleri Partner, EMW; Managing Director, E.M. Warburg
Peter Stalker III Partner, EMW; Managing Director, E.M. Warburg
David A. Tanner Partner, EMW; Managing Director, E.M. Warburg
James E. Thomas Partner, EMW; Managing Director, E.M. Warburg
John L. Vogelstein Partner, EMW; Vice Chairman of the Board, E.M. Warburg
Elizabeth H. Weatherman Partner, EMW; Managing Director, E.M. Warburg
Joanne R. Wenig Partner, EMW; Managing Director, E.M. Warburg
George U. Wyper Partner, EMW; Managing Director, E.M. Warburg
<PAGE>14
Pincus & Co.*
NL & Co.*
- ---------------------------
* New York limited partnership; primary activity is ownership of
partnership interests in WPC and EMW.
<PAGE>15
General Partners
of EMW
Present Principal Occupation in Addition to Position
with EMW, and Positions with the Reporting
Entities
Name
Susan Black Partner, WPC; Managing Director, E.M. Warburg
Christopher W. Brody Partner, WPC; Managing Director, E.M. Warburg
Harold Brown Partner, WPC; Senior Managing Director, E.M. Warburg
Dale C. Christensen1 Managing Director, E.M. Warburg
Errol M. Cook Partner, WPC; Managing Director, E.M. Warburg
W. Bowman Cutter Partner, WPC; Managing Director, E.M. Warburg
Elizabeth B. Dater Partner, WPC; Managing Director, E.M. Warburg
Stephen Distler Partner, WPC; Managing Director and Treasurer, E.M.
Warburg
Louis G. Elson Partner, WPC; Managing Director, E.M. Warburg
John L. Furth Partner, WPC; Vice Chairman of the Board, E.M. Warburg
Stuart M. Goode Partner, WPC; Managing Director, E.M. Warburg
Stewart K.P. Gross Partner, WPC; Managing Director, E.M. Warburg
Patrick T. Hackett Partner, WPC; Managing Director, E.M. Warburg
Jeffrey A. Harris Partner, WPC; Managing Director, E.M. Warburg
<PAGE>16
Robert S. Hillas Partner, WPC; Managing Director, E.M. Warburg
A. Michael Hoffman Partner, WPC; Managing Director, E.M. Warburg
William H. Janeway Partner, WPC; Managing Director, E.M. Warburg
Douglas M. Karp Partner, WPC; Managing Director, E.M. Warburg
Charles R. Kaye Partner, WPC; Managing Director, E.M. Warburg
Richard H. King2 Managing Director, E.M. Warburg
Henry Kressel Partner, WPC; Managing Director, E.M. Warburg
Joseph P. Landy Partner, WPC; Managing Director, E.M. Warburg
Sidney Lapidus Partner, WPC; Managing Director, E.M. Warburg
Reuben S. Leibowitz Partner, WPC; Managing Director, E.M. Warburg
Stephen J. Lurito Partner, WPC; Managing Director, E.M. Warburg
Spencer S. Marsh III Partner, WPC; Managing Director, E.M. Warburg
Edward J. McKinley Partner, WPC; Managing Director, E.M. Warburg
Rodman W. Moorhead III Partner, WPC; Senior Managing Director, E.M. Warburg
Howard H. Newman Partner, WPC; Managing Director, E.M. Warburg
Anthony G. Orphanos Partner, WPC; Managing Director, E.M. Warburg
Dalip Pathak3 Managing Director, E.M. Warburg
<PAGE>17
Daphne D. Philipson Partner, WPC; Managing Director, E.M. Warburg
Lionel I. Pincus Managing Partner, WPC; Chairman of the Board and CEO,
E.M. Warburg; Managing Partner, Pincus & Co.
Eugene L. Podsiadlo Partner, WPC; Managing Director, E.M. Warburg
Ernest H. Pomerantz Partner, WPC; Managing Director, E.M. Warburg
Arnold M. Reichman Partner, WPC; Managing Director, E.M. Warburg
Roger Reinlieb Partner, WPC; Managing Director, E.M. Warburg
John D. Santoleri Partner, WPC; Managing Director, E.M. Warburg
Sheila N. Scott Partner, WPC; Managing Director, E.M. Warburg
Dominic H. Shorthouse4 Managing Director, E.M. Warburg
Peter Stalker III Partner, WPC; Managing Director, E.M. Warburg
David A. Tanner Partner, WPC; Managing Director, E.M. Warburg
James E. Thomas Partner, WPC; Managing Director, E.M. Warburg
John L. Vogelstein Partner, WPC; Vice Chairman of the Board, E.M. Warburg
Joanne R. Wenig Partner, WPC; Managing Director, E.M. Warburg
Elizabeth H. Weatherman Partner, WPC; Managing Director, E.M. Warburg
<PAGE>18
George U. Wyper Partner, WPC; Managing Director, E.M. Warburg
Pincus & Co.*
- ---------------------------
* New York limited partnership; primary activity is ownership of
partnership interests in WPC and EMW.
1 Citizen of Canada.
2 Citizen of United Kingdom.
3 Citizen of India.
4 Citizen of United Kingdom.
<PAGE>19
<TABLE>
<CAPTION>
Directors and Executive Officers
of E.M. Warburg
<S> <C>
Present Principal Occupation in Addition to Position
Name and Position of Directors with E.M. Warburg, if any, and Positions with the
and Executive Officers Reporting Entities
Lionel I. Pincus, Chairman of the Board and Chief Executive Managing Partner, WP and EMW; Managing Partner, Pincus
Officer & Co. (See Partners of WPC)
John L. Vogelstein, Vice Chairman of the Board Partner, WPC and EMW
John L. Furth, Vice Chairman of the Board Partner, WPC and EMW
Harold Brown, Senior Managing Director Partner, WPC and EMW
Rodman W. Moorhead III, Senior Managing Director Partner, WPC and EMW
Susan Black, Managing Director Partner, WPC and EMW
Christopher W. Brody, Managing Director Partner, WPC and EMW
Dale C. Christensen5, Managing Director Partner, EMW
Errol M. Cook, Managing Director Partner, WPC and EMW
W. Bowman Cutter, Managing Director Partner, WPC and EMW
Elizabeth B. Dater, Managing Director Partner, WPC and EMW
Stephen Distler, Managing Director and Treasurer Partner, WPC and EMW
Louis G. Elson, Managing Director Partner, WPC and EMW
Stuart M. Goode, Managing Director Partner, WPC and EMW
<PAGE>20
Stewart K.P. Gross, Managing Director Partner, WPC and EMW
Patrick T. Hackett, Managing Director Partner, WPC and EMW
Jeffrey A. Harris, Managing Director Partner, WPC and EMW
Robert S. Hillas, Managing Director Partner, WPC and EMW
A. Michael Hoffman, Managing Director Partner, WPC and EMW
William H. Janeway, Managing Director Partner, WPC and EMW
Douglas M. Karp, Managing Director Partner, WPC and EMW
Charles R. Kaye, Managing Director Partner, WPC and EMW
Richard H. King6, Managing Director Partner, EMW
Henry Kressel, Managing Director Partner, WPC and EMW
Joseph P. Landy, Managing Director Partner, WPC and EMW
Sidney Lapidus, Managing Director Partner, WPC and EMW
Reuben S. Leibowitz, Managing Director Partner, WPC and EMW
Stephen J. Lurito, Managing Director Partner, WPC and EMW
Spencer S. Marsh III, Managing Director Partner, WPC and EMW
Edward J. McKinley, Managing Director` Partner, WPC and EMW
Howard H. Newman, Managing Director Partner, WPC and EMW
<PAGE>21
Anthony G. Orphanos, Managing Director Partner, WPC and EMW
Dalip Pathak7, Managing Director Partner, EMW
Daphne D. Philipson, Managing Director Partner, WPC and EMW
Ernest H. Pomerantz, Managing Director Partner, WPC and EMW
Eugene L. Podsiadlo, Managing Director Partner, WPC and EMW
Arnold M. Reichman, Managing Director Partner, WPC and EMW
Roger Reinlieb, Managing Director Partner, WPC and EMW
John D. Santoleri, Managing Director Partner, WPC and EMW
Sheila N. Scott, Managing Director Partner, WPC and EMW
Dominic H. Shorthouse8, Managing Director Partner, EMW
Peter Stalker III, Managing Director Partner, WPC and EMW
David A. Tanner, Managing Director Partner, WPC and EMW
James E. Thomas, Managing Director Partner, WPC and EMW
Joanne R. Wenig, Managing Director Partner, WPC and EMW
Elizabeth H. Weatherman, Managing Director Partner, WPC and EMW
George U. Wyper, Managing Director Partner, WPC and EMW
</TABLE>
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* New York limited partnership; primary activity is ownership of
partnership interests in WPC and EMW.
5 Citizen of Canada.
6 Citizen of United Kingdom.
7 Citizen of India.
8 Citizen of United Kingdom.
