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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
LEVEL ONE COMMUNICATIONS, INCORPORATED
(Name of Issuer)
Shares of Common Stock
(Title of Class of Securities)
527295 10 9
(CUSIP Number)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 527295 10 9 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Capital Company, L.P.
Employer ID No. 06-1183391
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 993
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
993
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
993
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
2
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CUSIP No. 527295 10 9 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC
Employer ID No. 13-3534150
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 993
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
993
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
993
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
3
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CUSIP No. 527295 10 9 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co.
Employer ID No. 13-6358475
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 993
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
993
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
993
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
4
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Item 1(a)
Name of Issuer:
LEVEL ONE COMMUNICATIONS, INCORPORATED
Item 1(b)
Address of Issuer's Principal Executive Offices:
9750 Goethe Road
Sacramento, CA 95827
Items 2(a), (b) and (c)
Name of Person Filing:
This statement is being filed by (a) Warburg, Pincus Capital Company,
L.P., a Delaware limited partnership ("WPCC"); (b) E.M. Warburg, Pincus & Co.,
LLC, a New York Limited Liability Company ("EMW LLC"); (c) Warburg, Pincus &
Co., a New York general partnership ("WP"). The sole general partner of WPCC is
WP. EMW LLC manages WPCC. The members of EMW LLC are substantially the same as
the partners of WP. Lionel I. Pincus is the managing partner of WP and the
managing member of EMW LLC and may be deemed to control both WP and EMW LLC. WP,
as the sole general partner of WPCC, has a 20% interest in the profits of WPCC.
The business address of each of the foregoing is 466 Lexington Avenue, New York,
New York 10017.
The business address of each of the foregoing is 466 Lexington Avenue,
New York, New York 10017.
Item 2(d)
Title of Class of Securities: Shares of Common Stock
Item 2(e)
CUSIP Number: 527295 10 9
Item 3
Not applicable.
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Item 4
Ownership.
(a) 993
(b) Less than 1%
(c) (i) 0
(ii) 993
(iii) 0
(iv) 993
Item 5
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [X]
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company: Not applicable.
Item 8
Identification and Classification of Members of the Group: Not applicable.
Item 9
Notice of Dissolution of Group: Not applicable.
Item 10
Certification: Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WARBURG, PINCUS CAPITAL
COMPANY, L.P.
By: WARBURG, PINCUS & CO.,
General Partner
By: /s/ Stephen Distler
Stephen Distler, Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Stephen Distler, Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Stephen Distler, Partner
Dated: February 11, 1998
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JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this Statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it know or has reason to believe that such information
is inaccurate. This Agreement may be executed in any number of counterparts and
all of such counterparts taken together shall constitute one and the same
instrument.
WARBURG, PINCUS CAPITAL
COMPANY, L.P.
By: WARBURG, PINCUS & CO.,
General Partner
By: /s/ Stephen Distler
Stephen Distler, Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Stephen Distler, Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Stephen Distler, Partner
Dated: February 11, 1998
