<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Anergen, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
034602102
(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
August 9, 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).
SEC 1746 (12-91)
<PAGE>2
SCHEDULE 13D
- ------------------------------------
CUSIP No. 034602102
- ------------------------------------
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)[x]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY 0
OWNED BY
EACH -----------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 5,478,049
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,478,049
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,478,049
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
- --------------------------------------------------------------------------------
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>3
SCHEDULE 13D
- -----------------------------------
CUSIP No. 034602102
- -----------------------------------
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) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY ----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 5,478,049
WITH ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,478,049
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,478,049
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
- --------------------------------------------------------------------------------
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>4
SCHEDULE 13D
CUSIP No. 034602102
---------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Company I.D. # 13-3536050
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 5,478,049
WITH ---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,478,049
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,478,049
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.5%
- --------------------------------------------------------------------------------
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>5
This Amendment No. 2 to Schedule 13D is being filed on behalf of Warburg,
Pincus Ventures, L.P., a Delaware limited partnership ("Ventures"), Warburg,
Pincus & Co., a New York general partnership ("WP"), and E.M. Warburg, Pincus &
Company, a New York general partnership ("EMW"), relating to the Common Stock,
no par value (the "Common Stock"), of Anergen, Inc., a California corporation
(the "Company"). Of the Reporting Entities (defined below), only Ventures has
acquired direct ownership of the Common Stock.
This Statement amends and restates the Schedule 13D filed by the
Reporting Entities on March 17, 1995, and the Amendment No. 1 thereto filed by
the Reporting Entities on April 18, 1995, and is being filed pursuant to Rule
13d-2 of the General Rules and Regulations under the Securities Exchange Act of
1934 (the "Exchange Act").
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, no par value, of the Company.
The principal executive offices of the Company are located at 301 Penobscot
Drive, Redwood City, California 94063.
Item 2. Identity and Background.
-----------------------
(a) This statement is filed by Ventures, WP and EMW. The sole general
partner of Ventures is WP. Lionel I. Pincus is the managing partner of WP and
may be deemed to control it. EMW manages Ventures. WP has a 15% interest in the
profits of Ventures as the general partner, and also owns approximately 1.5% of
the limited partnership interests in Ventures. Ventures, WP and EMW are
hereinafter collectively referred to as the "Reporting Entities." The general
partners of WP and EMW are described in Schedule I hereto.
(b) The address of the principal business and principal office of each of
the Reporting Entities is 466 Lexington Avenue, New York, New York 10017.
(c) The principal business of Ventures is that of a partnership engaged
in making venture capital and related investments. The principal business of WP
is acting as general partner of Ventures, Warburg Pincus Investors, L.P.,
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, Pincus & Co., Inc., a Delaware corporation ("E.M.
Warburg"), the principal business of which is providing specialized financial
advisory and investment counseling services. The principal business of EMW is
acting as manager of Ventures and Warburg, Pincus Investors, L.P.
<PAGE>6
(d) None of the Reporting Entities, nor, to the best of their knowledge,
any of the directors, executive officers or general partners referred to in
paragraph (a) has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Entities nor, to the best of their knowledge,
any of the directors, executive officers or general partners referred to in
paragraph (a) above has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Except as otherwise indicated on Schedule I hereto, each of the
individuals referred to in paragraph (a) above is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The total amount of funds required by Ventures to purchase the Shares (as
defined below), pursuant to the Purchase Agreement described in Item 4, was
$10,000,000.45, and was furnished from the working capital of Ventures.
The total amount of funds required by Ventures to purchase the Additional
Shares (as defined below) was $1,800,000, and was furnished from the working
capital of Ventures.
Item 4. Purpose of Transaction.
----------------------
On March 10, 1995, the Company entered into a Common Stock Purchase
Agreement (the "Purchase Agreement") with Ventures and International
Biotechnology Trust PLC ("IBT" and, together with Ventures, the "Purchasers")
pursuant to which Ventures agreed to purchase 4,878,049 shares of Common Stock
(the "Shares") for an aggregate purchase price of $10,000,000.45 (the
"Purchase") and IBT agreed to purchase 2,439,024 shares of Common Stock for an
aggregate purchase price of $4,999,999.20. The Purchase Agreement was amended by
a letter agreement dated March 15, 1995 (the "Letter Amendment"), confirming and
clarifying the obligation of the Purchasers to purchase the shares of Common
Stock. The shares of Common Stock are to be purchased pursuant to a registration
statement (the "Registration Statement") filed by the Company under the
Securities Act of 1933, as amended (the "Securities Act"), which was declared
effective by the Securities and Exchange Commission on February 14, 1995.
<PAGE>7
Pursuant to the Purchase Agreement, the Company agreed to issue the Shares
to the Purchasers in consideration of the purchase price and certain rights
under the Purchase Agreement as described below.
Registration Rights. Under the Purchase Agreement, the Purchasers have the
right (the "Requested Registration Right"), at any time after thirty (30) months
from the closing date (the "Closing Date") of the Purchase Agreement, to request
the Company to effect a registration (a "Registration Request") of at least 30%
of the aggregate number of shares of Common Stock held by the requesting
Purchaser (the "Initiating Holder") or any lesser percentage if the aggregate
net offering price would exceed $1,000,000. The Company must give notice of the
proposed registration to all Purchasers and use its best efforts to register the
shares of the Initiating Holder and of any other Purchaser that provides the
Company a timely written request to be included in such registration. If in the
good faith judgment of the Company's President the filing of such a registration
statement would be detrimental to the Company and its shareholders, the Company
may defer such registration for up to 90 days, provided that the Company may
exercise this right only once in any 12-month period. If shares to be registered
are to be distributed by means of an underwriting, the underwriter may limit the
number of shares to be registered if in its judgment marketing factors require
such a cutback. Ventures is entitled to two (2) and IBT is entitled to one (1)
Registration Request, provided that, in connection with such request, a
registration statement is declared effective and is not subsequently withdraw.
In addition, in the event the Company proposes to register any of its
securities for its own account or the account of any of its shareholders (other
than certain registrations including a registration relating solely to an
employee benefit plan and certain exchanges of securities with shareholders),
the Purchasers have the right (the "Piggyback Registration Right") upon a timely
request to have their shares included in such registration. If shares to be
registered are to be distributed by means of an underwriting, the underwriter
may limit the number of shares to be registered to not less than 25% of the
registration if in its judgment marketing factors require such a cutback. A
Purchaser's Requested and Piggyback Registration Rights terminate upon the
earlier to occur (i) such time as the Purchaser has disposed of all its shares,
or (ii) such time as all of Purchaser's shares may be sold in any three-month
period pursuant to Rule 144 under the Securities Act (without giving effect to
Rule 144(k) thereunder).
All expenses of registration must be borne by the Company, but all
underwriters' fees, discounts or commissions must be borne by the Purchasers
participating in the registration. In connection
<PAGE>8
with a registration, the Company has agreed to indemnify the participating
Purchasers for certain losses arising out of the registration including losses
arising out of or based upon any untrue statement of or omission of material
fact in the registration statement, or arising out of any violation by the
Company of any rule or regulation promulgated under the Securities Act or any
state securities laws applicable to the Company or any failure by the Company
to fulfill any undertaking included in the registration statement; provided
that each such Purchaser agrees to indemnify and hold harmless the Company and
any person who signs the registration statement for losses which arise out of
or are based upon any untrue statement of or omission of material fact in the
registration statement which was made in reliance upon written statements from
such Purchaser. The Requested and Piggyback Registration Rights may be assigned
subject to certain limitations. The Company agreed to use its best efforts to
comply with the reporting and information requirements under Rule 144 which are
necessary for a Purchaser to sell its shares to the public without
registration.
Lock-up Purchase Agreements. Pursuant to the terms of the Purchase
Agreement, each Purchaser will and each of Novo Nordisk A/S, Alpha Venture
Partners III, Crosspoint Venture Partners III, and Hillman/Chesapeake Limited
Partnership has, executed a lock-up agreement in which it agrees not to sell,
make any short sale of, loan, grant any option for the purchase of, grant an
interest in, or otherwise dispose of any shares of the Common Stock without the
prior written consent of the Company for a period of 180 days from the Closing
Date. These lock-up agreements terminate if the Closing Date does not occur by
April 30, 1995. The Company expects the Closing Date will be immediately after
shareholder approval is obtained.
Board Representation. Under the Purchase Agreement, the Purchasers have
certain rights of representation on the Company's Board of Directors as set
forth below:
1. Until the Purchaser no longer holds the required minimum number of
shares of Common Stock as provided herein, the Company must take all necessary
or desirable action within its control so that:
a.The following number of candidates of Ventures shall be included in
the slate of nominees recommended by the Company's Board of Directors and
management at each election of directors:
(1) For so long as Ventures holds shares of Common Stock
representing at least 22.5% of the issued and outstanding shares of the
Company's Common Stock, three (3) candidates selected
<PAGE>9
by Ventures; provided, however, that so long as IBT continues to hold 2,439,024
shares of Common Stock (appropriately adjusted for any stock splits,
consolidations, or the like), no more than two (2) such nominees shall be
employees of Ventures, and the third nominee shall be mutually agreed to by IBT
and Ventures; or
(2) For so long as Ventures hold shares of Common Stock
representing at least 15% but less than 22.5% of the issued and
outstanding shares of the Company's Common Stock, two (2) candidates
selected by Ventures; or
(3) For so long as Ventures holds shares of Common Stock
representing more than 7.5% but less than 15% of the issued and
outstanding shares of the Company's Common Stock, one (1) candidate
selected by Ventures.
b.For so long as IBT holds shares of Common Stock representing at
least 5% of the issued and outstanding shares of the Company's Common Stock, one
(1) candidate selected by IBT shall be included in the slate of nominees
recommended by the Company's Board of Directors and management at each election
of directors.
2. Until the Purchaser no longer holds the required minimum number of
shares of Common Stock as provided above, the Company shall use its best efforts
to cause shares of Common Stock for which the Company's management or Board of
Directors holds proxies or is otherwise entitled to vote to be voted in favor of
the election of the designees of the Purchasers as provided above.
3. Any director designated by a Purchaser as provided above must be
removed from the Board (and thereupon from all committees of the Board) at the
written request of the Purchaser which has the right to designate such director,
but only upon such written request and under no circumstance except for cause as
provided by law.
4. In the event that any representative designated by a Purchaser above
for any reason ceases to serve as a member of the Board or any committee thereof
during such representative's term of office, the resulting vacancy on the Board
or committee must be filled by a representative designated by the Purchaser
which has the right to designate such a representative as provided above.
The Company's obligations to a Purchaser as to the nomination of directors
and as to the election of such nominees as provided above terminates when such
Purchaser no longer holds the minimum number of Shares as provided above, and
such obligations are not transferable to any assignee or transferee of a
Purchaser.
<PAGE>10
Board Composition. The Purchase Agreement provides that upon the Closing
Date, the Board of Directors shall consist of eight members including John
W. Fara, Bruce L.A. Carter, Harden M. McConnell, Harry H. Penner, Jr.,
William Cargile, James E. Thomas, Nicholas J. Lowcock, and Nicole Vitullo.
James E. Thomas and Nicholas J. Lowcock are representatives of
Ventures; Nicole Vitullo is a representative of IBT. After the Closing
Date the Board of Directors must appoint one candidate selected by the
mutual agreement of Ventures and IBT (as provided above). Samuel Urcis has
agreed to resign from the Board of Directors effective on the Closing Date
and William Cargile has agreed to resign from the Board of Directors
after six (6) months from the Closing Date.
Attendance at Shareholder Meetings. Under the Purchase Agreement, each
Purchaser, for so long as such Purchaser holds Shares representing at least five
percent (5%) of the voting power of the Company, agrees to be present, in person
or by proxy, at any duly called annual or special meeting of the shareholders of
the Company; provided, however, that such Purchaser has the right with respect
to each matter presented for voting to vote in any manner (or to abstain from
voting on such matter) as such Purchaser deems appropriate in its sole
discretion, except that such Purchaser agrees to provide the Company's
management or the Board of Directors with a proxy to vote in favor of the
candidates for director nominated by such Purchaser as provided above.
The foregoing description of the Purchase Agreement and the Letter
Amendment is qualified in its entirety by reference to the Purchase Agreement,
which is attached hereto as Exhibit 1 and is incorporated herein by reference,
and to the Letter Amendment, which is attached hereto as Exhibit 2 and is
incorporated herein by reference.
The purchase was effected because of the Reporting Entities' belief
that the Company represents an attractive investment. As a result of the
Purchase, the Reporting Entities will become the Company's largest
stockholders and, hence, may be deemed to be "control persons." Following the
Purchase, pursuant to the terms of the Purchase Agreement, Mr. Nicholas
J. Lowcock, who is affiliated with E.M. Warburg, and Mr. James E. Thomas,
who is a general partner of WP and EMW and a Managing Director of E.M.
Warburg, will serve on the Company's Board of Directors as the nominees of
Ventures. Messrs. Lowcock and Thomas disclaim beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of the Common Stock owned by
Ventures. The Reporting Entities presently expect to limit their involvement
in the management of the Company to representation on the Board of Directors.
<PAGE>11
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, tender offer or otherwise, 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 or in Item 6, none of the Reporting Entities
nor, to the best of their knowledge, any person listed in Schedule I hereto, has
any plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Company, or the disposition of
securities of the Company; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, By-Laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those
enumerated above.
On April 13, 1995, the Company's shareholders ratified the sale of Common
Stock pursuant to the Purchase Agreement and approved the issuance of 7,317,073
shares of Common Stock at a per share price of $2.05 to the Purchasers. Also on
April 13, 1995, the Closing Date, the transaction was consummated subsequent to
the action of the shareholders. As provided in the Purchase Agreement, Ventures
paid the agreed purchase price of $10,000,000.45 and received the Shares, and
IBT paid the agreed purchase price of $4,999,999.20 and received 2,439,024
shares of Common Stock.
<PAGE>12
On August 9, 1996, Ventures purchased an additional 600,000 shares
of Common Stock (the "Additional Shares") at a per share price of $3.00
(the "Additional Purchase") in connection with a public offering of Common
Stock by the Company.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) Ventures beneficially owns 5,478,049 shares of Common Stock. By
reason of their respective relationships with Ventures, each of the Reporting
Entities may be deemed under Rule 13d-3 under the Exchange Act to own
beneficially all of the shares of Common Stock which Ventures beneficially owns.
Based on information contained in Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-07245), filed with the
Securities and Exchange Commission on August 9, 1996, the shares of
Common Stock held by the Reporting Entities represent approximately 29.5% of
the outstanding shares of Common Stock.
(b) The Reporting Entities together share the power to vote or to direct
the vote, and to dispose or to direct the disposition of the Shares held by
them.
(c) Except for the Additional Purchase, none of the Reporting Entities
nor, to the best of their knowledge, any person listed in Schedule I hereto,
has effected any transactions in the Common Stock during the preceding 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 receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------------
Pursuant to Rule 13d-1(f) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto, which is
attached hereto as Exhibit 3 and is incorporated herein by reference.
As described in Item 4, the Purchasers and the Company have agreed,
pursuant to the Purchase Agreement, to certain terms with respect to
registration and sale of shares of the Common Stock, as well as rights of
representation on the Company's Board of Directors, the composition of the
Company's Board of Directors, and attendance at shareholder meetings. The
information set forth in Item 4 above is incorporated herein by reference.
<PAGE>13
Except as described herein and by reference to Item 4 above, there are no
contracts, arrangements, understandings or relationships among the persons named
in Item 2 or between such persons and any other person with respect to any
securities of the Company.
By virtue of the relationships among the Reporting Entities as described
in Item 2, the Reporting Entities may be deemed to be a "group" under the
Federal securities laws. Lionel I. Pincus disclaims any beneficial ownership of
the Shares reported herein as being beneficially owned by the Reporting
Entities.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Purchase Agreement, dated March 10, 1995, between Anergen,
Inc. and Warburg, Pincus Ventures, L.P. and International
Biotechnology Trust PLC.*
Exhibit 2 Letter Amendment to Purchase Agreement, dated March 15,
1995, between Anergen, Inc. and Warburg, Pincus Ventures,
L.P. and International Biotechnology Trust PLC.*
Exhibit 3 Joint Filing Agreement.*
- ------------------
* Filed as exhibits to the initially filed paper format Schedule 13D, filed with
the Securities and Exchange Commission on March 17, 1995. Pursuant to Rule
13d-2(e) under the Exchange Act, such exhibits are not required to be restated
electronically.
<PAGE>14
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: August 15, 1996
WARBURG, PINCUS VENTURES, L.P.
BY: Warburg, Pincus & Co., General Partner
/s/ Stephen Distler
-----------------------------
By: Stephen Distler, Partner
WARBURG, PINCUS & CO.
/s/ Stephen Distler
-----------------------------
By: Stephen Distler, Partner
E.M. WARBURG, PINCUS & COMPANY
/s/ Stephen Distler
-----------------------------
By: Stephen Distler, Partner
<PAGE>15
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 E.M. Warburg,
Pincus & Company ("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.
General Partners
of WP
-----
Present Principal Occupation
in Addition to Position With
WP, and Positions with the
Name Reporting Entities
- ---- -----------------------------
Susan Black Partner, EMW; Managing Director, E.M.
Warburg, Pincus & Co., Inc. ("E.M.
Warburg"), a Delaware corporation and
wholly-owned subsidiary of WP
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
Controller, 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
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
<PAGE>16
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
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
<PAGE>17
John D. Santoleri Partner, EMW; Managing Director, E.M.
Warburg
Sheila N. Scott 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
Pincus & Co.*
NL & Co.**
- -------------------------------
* New York limited partnership; primary activity is ownership interest in
WP and EMW.
** New York limited partnership; primary activity is ownership interest in
WP and EMW.
<PAGE>18
General Partners
of EMW
Present Principal Occupation
in Addition to Position with
EMW, and Positions with the
Name Reporting Entities
- ---- ----------------------------
Susan Black Partner, WP; Managing Director, E.M.
Warburg
Christopher W. Brody Partner, WP; Managing Director, E.M.
Warburg
Harold Brown Partner, WP; Senior Managing
Director, E.M. Warburg
Dale C. Christensen(1) Managing Director, E.M. Warburg
Errol M. Cook Partner, WP; Managing Director, E.M.
Warburg
W. Bowman Cutter Partner, WP; Managing Director,
E.M. Warburg
Elizabeth B. Dater Partner, WP; Managing Director, E.M.
Warburg
Stephen Distler Partner, WP; Managing Director and
Controller, E.M. Warburg
Louis G. Elson Partner, WP; Managing Director, E.M.
Warburg
John L. Furth Partner, WP; Vice Chairman of the
Board, E.M. Warburg
Stuart M. Goode Partner, WP; Managing Director, E.M.
Warburg
Stewart K.P. Gross Partner, WP; Managing Director, E.M.
Warburg
Patrick T. Hackett Partner, WP; Managing Director, E.M.
Warburg
Jeffrey A. Harris Partner, WP; Managing Director, E.M.
Warburg
Robert S. Hillas Partner, WP; Managing Director, E.M.
Warburg
- --------------------------------
(1) Citizen of Canada.
<PAGE>20
A. Michael Hoffman Partner, WP; Managing Director, E.M.
Warburg
William H. Janeway Partner, WP; Managing Director, E.M.
Warburg
Douglas M. Karp Partner, WP; Managing Director, E.M.
Warburg
Charles R. Kaye Partner, WP; Managing Director, E.M.
Warburg
Richard H. King(2) Managing Director, E.M. Warburg
Henry Kressel Partner, WP; Managing Director, E.M.
Warburg
Joseph P. Landy Partner, WP; Managing Director, E.M.
Warburg
Sidney Lapidus Partner, WP; Managing Director, E.M.
Warburg
Reuben S. Leibowitz Partner, WP; Managing Director, E.M.
Warburg
Stephen J. Lurito Partner, WP; Managing Director, E.M.
Warburg
Spencer S. Marsh III Partner, WP; Managing Director, E.M.
Warburg
Edward J. McKinley Partner, WP; Managing Director, E.M.
Warburg
Rodman W. Moorhead III Partner, WP; Senior Managing Director,
E.M. Warburg
Howard H. Newman Partner, WP; Managing Director, E.M.
Warburg
Anthony G. Orphanos Partner, WP; Managing Director, E.M.
Warburg
Dalip Pathak(3) Managing Director, E.M. Warburg
- ------------------------------
(2) Citizen of United Kingdom.
(3) Citizen of India.
<PAGE>21
Daphne D. Philipson Partner, WP; Managing Director,
E.M. Warburg
Lionel I. Pincus Managing Partner, WP; Chairman
of the Board and CEO, E.M.
Warburg; Managing Partner, Pincus
& Co.
Eugene L. Podsiadlo Partner, WP; Managing Director, E.M.
Warburg
Ernest H. Pomerantz Partner, WP; Managing Director, E.M.
Warburg
Arnold M. Reichman Partner, WP; Managing Director, E.M.
Warburg
Roger Reinlieb Partner, WP; Managing Director, E.M.
Warburg
John D. Santoleri Partner, WP; Managing Director,
E.M. Warburg
Sheila N. Scott Partner, WP; Managing Director, E.M.
Warburg
Dominic H. Shorthouse(2) Managing Director, E.M. Warburg
Peter Stalker III Partner, WP; Managing Director, E.M.
Warburg
David A. Tanner Partner, WP; Managing Director, E.M.
Warburg
James E. Thomas Partner, WP; Managing Director, E.M.
Warburg
John L. Vogelstein Partner, WP; Vice Chairman of the
Board, E.M. Warburg
Elizabeth H. Weatherman Partner, WP; Managing Director,
E.M. Warburg
Joanne R. Wenig Partner, WP; Managing Director, E.M.
Warburg
George U. Wyper Partner, WP; Managing Director, E.M.
Warburg
Pincus & Co.*
- ---------------------------------
(2) Citizen of United Kingdom.
* New York limited partnership; primary activity is ownership interest in
WP and EMW.
