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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
----------------
Maxis, Inc.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
57772X103
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(CUSIP NUMBER)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing of 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).
SEC 1745 (2-95)
Page 1 of 9 Pages
<PAGE> 2
CUSIP NO. 57772X103 13G PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Investors, L.P.
I.D. # 13-3549187
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,593,750
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
1,593,750
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,750
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
PN
<PAGE> 3
CUSIP NO. 57772X103 13G PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC
ID# 13-3536050
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
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,593,750
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
1,593,750
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,750
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 4
CUSIP NO. 57772X103 13G PAGE 4 OF 9 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 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 1,593,750
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH
0
8 SHARED DISPOSITIVE POWER
1,593,750
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,593,750
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE> 5
CUSIP No. 57772X103 Page 5 of 9
ITEM 1.
(a) Name of Issuer
Maxis, Inc.
(b) Address of Issuer's Principal Executive Offices
2121 N. California Boulevard, Suite 600
Walnut Creek, CA 94596-3572
ITEM 2.
(a) NAME OF PERSON FILING AND (b) ADDRESS OF PRINCIPAL OFFICE:
This statement is filed by and on behalf of (a) Warburg,
Pincus Investors, L.P., a Delaware limited partnership
("WPI"); (b) Warburg, Pincus & Co., a New York general
partnership ("WP"); and (c) E.M. Warburg, Pincus & Co., LLC, a
New York limited liability company ("EMW LLC") which manages
WPI. WP, the sole general partner of WPI has a 20% interest in
the profits of WPI. 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. The members of EMW LLC are
substantially the same as the partners of WP. The business
address of each of the foregoing is 466 Lexington Avenue, New
York, NY 10017.
(c) CITIZENSHIP: Not Applicable
(d) Title of Class of Securities Common Stock
(e) CUSIP Number 57772X103
ITEM 3. If this statement is filed pursuant to rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
Not Applicable
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned 1,593,750 as of December 31, 1996
(b) Percent of Class 14.2%
<PAGE> 6
CUSIP No. 57772X103 Page 6 of 9
(c) Number of shares as to which such person has:
<TABLE>
<S> <C>
(i) sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 1,593,750
(iii) sole power to dispose or direct the disposition of 0
(iv) shared power to dispose or direct the disposition of 1,593,750
</TABLE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
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
<PAGE> 7
CUSIP No. 57772X103 Page 7 of 9
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: February 12, 1997
WARBURG, PINCUS INVESTORS, 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
Member
<PAGE> 8
CUSIP No. 57772X103 Page 8 of 9
SCHEDULES
Schedule I Joint Filing Agreement, dated February 12, 1997, among the
signatories to the Schedule 13G.
<PAGE> 9
CUSIP No. 57772X103 Page 9 of 9
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 knows 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.
Dated: February 12, 1997
WARBURG, PINCUS INVESTORS, 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
Member
