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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TV Filme, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
873071104
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(CUSIP Number of Class of Securities)
Douglas M. Karp
E.M. Warburg Pincus & Co., LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
July 14, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
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: |_|
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SCHEDULE 13D
- ------------------------------ ------------------------------
CUSIP No. 873071104 Page 2 of 12 Pages
- ------------------------------ ------------------------------
- ---- ---------------------------------------------------------------------------
1 NAME OF REPORT 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)[ ]
- ---- ---------------------------------------------------------------------------
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
0
--------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,937,008
OWNED BY
EACH --------- -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,937,008
- ---- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,937,008
- ---- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6%
- ---- ---------------------------------------------------------------------------
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.
2
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SCHEDULE 13D
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CUSIP No. 873071104 Page 3 of 12 Pages
- -------------------------------- ----------------------
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1 NAME OF REPORT 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)[ ]
- ---- ---------------------------------------------------------------------------
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
0
--------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,937,008
OWNED BY
EACH --------- -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,937,008
- ---- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,937,008
- ---- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6%
- ---- ---------------------------------------------------------------------------
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.
3
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SCHEDULE 13D
- ------------------------------------ ---------------------------
CUSIP No. 873071104 Page 4 of 12 Pages
- ------------------------------------ ---------------------------
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC I.D. #13-3536050
- ---- ---------------------------------------------------------------------------
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
- -------------- --------- -------------------------------------------------------
7 SOLE VOTING POWER
0
--------- -------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,937,008
OWNED BY
EACH --------- -------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,937,008
- ---- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,937,008
- ---- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- ---- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.6%
- ---- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ---- ---------------------------------------------------------------------------
*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.
4
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This Schedule 13D is being filed on behalf of Warburg, Pincus
Investors, L.P., a Delaware limited partnership ("Investors"), Warburg, Pincus &
Co., a New York general partnership ("WP") and E.M. Warburg, Pincus & Co., LLC,
a New York limited liability company ("EMW"), relating to the common stock, par
value $0.01 per share (the "Common Stock") of TV Filme, Inc., a Delaware
corporation (the "Company").
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the
Company, and is being filed pursuant to Rule 13d-1 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The address of the principal
executive offices of the Company is c/o ITSA Intercontinental Telecomunicacoes,
Ltda., SCS, Qudra 07-B1.A, SALA 601, 70.300-911 Brasilia-DF, Brazil.
Item 2. Identity and Background.
(a) This statement is filed by Investors, WP and EMW. The sole general
partner of Investors is WP. EMW manages Investors. Lionel I. Pincus is the
managing partner of WP and the managing member of EMW and may be deemed to
control both WP and EMW. WP has a 20% interest in the profits of Investors.
Investors, WP and EMW are hereinafter collectively referred to as the "Reporting
Entities." The general partners of WP and the members of 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.
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(c) The principal business of Investors is that of a partnership
engaged in making venture capital and related investments. The principal
business of WP is acting as general partner of Investors, Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg, Pincus
Ventures, L.P., Warburg, Pincus Capital Company, L.P. and Warburg, Pincus
Capital Partners, L.P. The principal business of EMW is acting as manager of
Investors, Warburg, Pincus Equity Partners, L.P., Warburg, Pincus Ventures
International, L.P., Warburg, Pincus Ventures, L.P., Warburg, Pincus Capital
Company, L.P. and Warburg, Pincus Capital Partners, L.P.
(d) None of the Reporting Entities, nor, to the best of their
knowledge, any of the directors, executive officers, general partners or members
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, general partners or members
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.
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(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 Investors to purchase the
Securities (as defined below), was approximately $18,501,404 and was furnished
from the working capital of Investors.
Item 4. Purpose of Transaction.
The Reporting Entities acquired Common Stock and warrants to purchase
shares of Common Stock (the "Securities") in the Company in a series of private
equity placements in 1994, 1995 and 1996, prior to the Company's initial public
offering of Common Stock in July 1996 (the "Initial Public Offering").
Immediately after the Initial Public Offering, the Reporting Entities
beneficially owned 4,530,708 shares of Common Stock. As a result of a series of
subsequent open market purchases, as of July 14, 1998 (the date of the event
which requires the filing of this Schedule 13D), the Reporting Entities
beneficially owned an aggregate of 4,837,008 shares of Common Stock and as of
July 15, 1998, the Reporting Entities beneficially owned an aggregate of
4,937,008 shares of Common Stock. The purchases by Investors of the Securities
were effected because of the Reporting Entities' belief that the Company
represented, and that the Company continues to represent, an attractive
investment. Douglas M. Karp, a general partner of WP and Managing Director and
member of EMW, has served on the Company's Board of Directors since its
incorporation in April 1996. Gary D. Nusbaum, a general partner of WP and
Managing Director and
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member of EMW, served on the Company's Board of Directors since its
incorporation in April 1996 until April 1997. David E. Libowitz, a general
partner of WP and Managing Director and member of EMW, served on the Company's
Board of Directors from April 1997 until June 1998. Each of Messrs. Karp,
Nusbaum and Libowitz disclaim beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act) of the Common Stock beneficially owned by
Investors. The Reporting Entities presently expect to limit their involvement in
the management of the Company to representation on the Board.
The Reporting Entities may from time to time acquire shares of Common
Stock or dispose of shares of Common Stock through open market or privately
negotiated transactions 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.
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
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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.
Item 5. Interest in Securities of the Issuer.
(a) As of July 15, 1998, Investors beneficially owned 4,937,008 shares
of Common Stock. By reason of their respective relationships with Investors,
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 Investors
beneficially owns. As of July 15, 1998, 4,937,008 shares of Common Stock
represented approximately 45.6% of the outstanding shares of Common
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Stock, based on information contained in the Company's Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on May 15, 1998.
(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 Common
Stock held by Investors.
(c) In addition to the shares of Common Stock owned by Investors
immediately after the Initial Public Offering, Investors has made certain recent
open market purchases of Common Stock, which purchases are reflected in Schedule
II hereto.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of Common Stock 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
agreement is incorporated herein by reference to Exhibit 3 of the Original
Schedule 13D.
The information set forth in Item 4 above is incorporated herein by
reference.
Except as described herein and by reference to Item 4 above, there are
no contracts, arrangements, understandings or
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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 Common Stock reported herein as being beneficially owned by the Reporting
Entities.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement, dated as of July 23, 1998, by and among the
Reporting Entities.
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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: July 23, 1998 WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
Partner
Dated: July 23, 1998 WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Partner
Dated: July 23, 1998 E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Member
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JOINT FILING AGREEMENT
The undersigned hereby agree that this statement on Schedule 13D is,
and any amendment thereto signed by each of the undersigned shall be, filed on
behalf of each undersigned pursuant to and in accordance with the provisions of
Rule 13d-1(f)(1) under the Securities Exchange Act of 1934.
Dated: July 23, 1998
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Stephen Distler
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
Member
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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 each of the members
of E.M. Warburg, Pincus & Co., LLC ("EMW"). The sole general partner of Warburg,
Pincus Investors, L.P. ("Investors") is WP. WP, EMW and Investors 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
- ---- ---------------------------
Joel Ackerman Managing Director and Member,
EMW
Susan Black Managing Director and Member,
EMW
Christopher W. Brody Managing Director and Member,
EMW
Harold Brown Senior Managing Director and Member,
EMW
Errol M. Cook Managing Director and Member,
EMW
W. Bowman Cutter Managing Director and Member,
EMW
Elizabeth B. Dater Managing Director and Member,
EMW
Stephen Distler Managing Director, Member and Treasurer,
EMW
Harold W. Ehrlich Managing Director and Member,
EMW
John L. Furth Vice Chairman of the Board and Member,
EMW
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Stewart K.P. Gross Managing Director and Member, EMW
Patrick T. Hackett Managing Director and Member, EMW
Jeffrey A. Harris Managing Director and Member, EMW
William H. Janeway Managing Director and Member, EMW
Douglas M. Karp Managing Director and Member, EMW
Charles R. Kaye Managing Director and Member, EMW
Henry Kressel Managing Director and Member, EMW
Joseph P. Landy Managing Director and Member, EMW
Sidney Lapidus Managing Director and Member, EMW
Kewsong Lee Managing Director and Member, EMW
Reuben S. Leibowitz Managing Director and Member, EMW
S. Joshua Lewis Managing Director and Member, EMW
David E. Libowitz Managing Director and Member, EMW
Brady T. Lipp Managing Director and Member, EMW
Stephen J. Lurito Managing Director and Member, EMW
Spencer S. Marsh III Managing Director and Member, EMW
Lynn S. Martin Managing Director and Member, EMW
Edward J. McKinley Managing Director and Member, EMW
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Rodman W. Moorhead III Senior Managing Director and Member, EMW
Maryanne Mullarkey Managing Director and Member, EMW
Howard H. Newman Managing Director and Member, EMW
Gary D. Nusbaum Managing Director and Member, EMW
Sharon B. Parente Managing Director and Member, EMW
Dalip Pathak Managing Director and Member, EMW
Daphne D. Philipson Managing Director and Member, EMW
Lionel I. Pincus Chairman of the Board, CEO, and Managing
Member, EMW; and Managing Partner,
Pincus & Co.
Eugene L. Podsiadlo Managing Director and Member, EMW
Ernest H. Pomerantz Managing Director and Member, EMW
Brian S. Posner Managing Director and Member, EMW
Arnold M. Reichman Managing Director and Member, EMW
Roger Reinlieb Managing Director and Member, EMW
John D. Santoleri Managing Director and Member, EMW
Steven G. Schneider Managing Director and Member, EMW
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Sheila N. Scott Managing Director and Member, EMW
Eugene J. Siembieda Managing Director and Member, EMW
James E. Thomas Managing Director and Member, EMW
John L. Vogelstein Vice Chairman of the Board and Member, EMW
Elizabeth H. Weatherman Managing Director and Member, EMW
Pincus & Co.*
NL & Co.**
* New York limited partnership; its primary activity is ownership in WP and
EMW.
** New York limited partnership; its primary activity is
ownership in WP.
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Members of EMW
--------------
Present Principal Occupation
in Addition to Position with
EMW, and Positions with the
Name Reporting Entities
- ---- ----------------------------
Joel Ackerman Partner, WP
Susan Black Partner, WP
Christopher W. Brody Partner, WP
Harold Brown Partner, WP
Dale C. Christensen(1)
Errol M. Cook Partner, WP
W. Bowman Cutter Partner, WP
Elizabeth B. Dater Partner, WP
Stephen Distler Partner, WP
P. Nicholas Edwards(2) Partner, WP
Harold W. Ehrlich Partner, WP
John L. Furth Partner, WP
Stewart K.P. Gross Partner, WP
Patrick T. Hackett Partner, WP
Jeffrey A. Harris Partner, WP
William H. Janeway Partner, WP
Douglas M. Karp Partner, WP
Charles R. Kaye Partner, WP
Richard H. King(2)
Henry Kressel Partner, WP
Joseph P. Landy Partner, WP
Sidney Lapidus Partner, WP
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Kewsong Lee Partner, WP
Reuben S. Leibowitz Partner, WP
S. Joshua Lewis Partner, WP
David E. Libowitz Partner, WP
Brady T. Lipp Partner, WP
Stephen J. Lurito Partner, WP
John W. MacIntosh(1)
Spencer S. Marsh III Partner, WP
Lynn S. Martin Partner, WP
Edward J. McKinley Partner, WP
Rodman W. Moorhead III Partner, WP
Maryanne Mullarkey Partner, WP
Howard H. Newman Partner, WP
Gary D. Nusbaum Partner, WP
Sharon B. Parente Partner, WP
Dalip Pathak Partner, WP
Daphne D. Philipson Partner, WP
Lionel I. Pincus Managing Partner, WP; Chairman
of the Board and CEO, EMW;
Managing Partner, Pincus & Co.
Eugene L. Podsiadlo Partner, WP
Ernest H. Pomerantz Partner, WP
Brian S. Posner Partner, WP
Arnold M. Reichman Partner, WP
Roger Reinlieb Partner, WP
John D. Santoleri Partner, WP
Steven G. Schneider Partner, WP
Sheila N. Scott Partner, WP
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Dominic H. Shorthouse(2)
Eugene J. Siembieda Partner, WP
Chang Q. Sun(3)
James E. Thomas Partner, WP
John L. Vogelstein Partner, WP
Elizabeth H. Weathermen Partner, WP
Jeremy S. Young(2)
Pincus & Co.*
(1) Citizen of Canada
(2) Citizen of United Kingdom
(3) Citizen of People's Republic of China
* New York limited partnership; its primary activity is ownership in WP.
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Schedule II
-----------
Recent Purchases and Sales of the
Voting Securities of TV Filme, Inc.
Following the Initial Public Offering
Name of
Purchaser Number of Shares Unit Price Date of Trade
--------- ---------------- ---------- -------------
Investors Purchased: 25,000 3.375 06/26/98
Investors Purchased: 16,000 3.25 07/06/98
Investors Purchased: 50,000 3.3125 07/13/98
Investors Purchased: 190,300 3.3782 07/14/98
Investors Purchased: 25,000 3.5625 07/14/98
Investors Purchased: 100,000 3.5625 07/15/98
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