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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)*
Xomed Surgical Products, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
98412V 10 7
--------------
(CUSIP Number)
July 20, 1998
-------------
November 4, 1998
----------------
(Dates of Events Which Require Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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 1 of 9 Pages
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CUSIP No. 98412V 10 7 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.
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
-0-
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,745,376
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
1,745,376
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,745,376
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 98412V 10 7 13G Page 3 of 9 Pages
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) [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 1,838,787
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
1,838,787
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,838,787
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.2%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 98412V 10 7 13G Page 4 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
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 1,745,376
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0-
WITH
8 SHARED DISPOSITIVE POWER
1,745,376
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,745,376
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.4%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a). Name of Issuer:
Xomed Surgical Products, Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
6743 Southpoint Drive North
Jacksonville, Florida 32216
Items 2(a) Name of Person Filing; Address of Principal
and (b). Business 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, as 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, New York 10017.
WPI and EMW LLC have shared ownership and voting dispositive
power with respect to 1,745,376 shares of Common Stock (as
defined below). WP has shared ownership and voting
dispositive power with respect to 1,838,787 shares of Common
Stock. The number of shares of Common Stock reflected above
takes into account the Issuer's 3-for-2 stock split on
November 30, 1998.
Item 2(c). Citizenship:
Not Applicable
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share (the "Common Stock")
Item 2(e). CUSIP Number:
98412V 10 7
5 of 9 pages
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Item 3. If this statement is filed pursuant to ss.ss.
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person is filing as a:
(a)[ ] Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c)[ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d)[ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)[ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
(g)[ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
(i)[ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)[ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c),
check this box [ ].
Not Applicable
Item 4. Ownership:
Warburg Pincus Investors, L.P.
(a) Amount beneficially owned: 1,745,376 shares of Common
Stock, as of November 30, 1998.
(b) Percent of Class: 14.4%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,745,376
(iii) Sole power to dispose of or direct the disposition
of: -0-
(iv) Shared power to dispose of or direct the
disposition of: 1,745,376
6 of 9 pages
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Warburg Pincus & Co.
(a) Amount beneficially owned: 1,838,787 shares of Common
Stock, as of November 30, 1998.
(b) Percent of Class: 15.2%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,838,787
(iii) Sole power to dispose of or direct the disposition
of: -0-
(iv) Shared power to dispose of or direct the
disposition of: 1,838,787
E.M. Warburg Pincus & Co., LLC
(a) Amount beneficially owned: 1,745,376 shares of Common
Stock, as of November 30, 1998.
(b) Percent of Class: 14.4%
(c) (i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,745,376
(iii) Sole power to dispose of or direct the disposition
of: -0-
(iv) Shared power to dispose of or direct the
disposition of: 1,745,376
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
7 of 9 pages
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Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification:
Not Applicable
8 of 9 Pages
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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: December 15, 1998
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
9 of 9 Pages
