-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HIl/HBrDvgRiExGxbcaVh2dxXKdE7ZzDwb5WgVKuL8kU60ev29sz6ATrDJSg5M06 LUEnAe9xbusEA+FkNqznUw== 0000950172-99-000090.txt : 19990204 0000950172-99-000090.hdr.sgml : 19990204 ACCESSION NUMBER: 0000950172-99-000090 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990203 GROUP MEMBERS: MAFCO HOLDINGS INC GROUP MEMBERS: PX HOLDING CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANAVISION INC CENTRAL INDEX KEY: 0001022911 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 133593063 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50029 FILM NUMBER: 99520012 BUSINESS ADDRESS: STREET 1: 6219 DE SOTO AVE CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 8183161000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAFCO HOLDINGS INC CENTRAL INDEX KEY: 0000918939 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133603886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 38 EAST 63RD STREET CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2125728600 MAIL ADDRESS: STREET 1: 38 EAST 63RD STREET CITY: NEW YORK STATE: NY ZIP: 10021 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) PANAVISION INC. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 69830E 209 - ------------------------------------------------------------------------------ (CUSIP Number) Barry F. Schwartz, Esq. MacAndrews & Forbes Holdings Inc. 35 East 62nd Street New York, New York 10021 (212) 572-8600 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Alan C. Myers, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 (212) 735-3000 February 1, 1999 - ------------------------------------------------------------------------------ (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 |_| NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) CUSIP No. 69830E 209 13D Page 2 of 7 Pages - ------------------------------- --------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. PX Holding Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER 7,310,239 OWNED BY EACH 9. SOLE DISPOSITIVE POWER -0- REPORTING PERSON 10 SHARED DISPOSITIVE POWER 7,310,239 WITH 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,310,239 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.75% 14. TYPE OF REPORTING PERSON CO CUSIP No. 69830E 209 13D Page 3 of 7 Pages - ------------------------------- -------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Mafco Holdings Inc. 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 PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER 7,310,239 OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER -0- PERSON WITH 10 SHARED DISPOSITIVE POWER 7,310,239 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,310,239 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 90.75% 14. TYPE OF REPORTING PERSON CO Item 1. Security and Issuer. This statement relates to the shares of common stock, par value $.01 per share (the "Common Stock"), of Panavision Inc., a Delaware corporation (the "Company"). The Company has its principal executive offices at 6219 DeSoto Avenue, Woodland Hills, California 91367. Item 2. Identity and Background. This statement is being filed by (i) Mafco Holdings Inc., a corporation organized under the laws of the state of Delaware ("Mafco"), the sole stockholder of which is Ronald O. Perelman and (ii) PX Holding Corporation, a wholly owned subsidiary of Mafco and a corporation organized under the laws of the state of Delaware ("PX Holding" and together with and Mafco, the "Reporting Persons") with respect to shares of Common Stock beneficially owned by the Reporting Persons. Mafco is a diversified holding company. The business address of the Reporting Persons is 35 East 62nd Street, New York, New York 10021. To the knowledge of the Reporting Persons, during the last five years neither the Reporting Persons nor, to the best of their knowledge, any of the persons listed on Schedule I, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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 judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons have purchased 1,526,040 shares of Common Stock (the "Warburg Shares") from Warburg, Pincus Capital Company, L.P., a Delaware limited partnership ("Warburg") at a price of $23.34 per share. The purchase price for such shares totaled approximately $35.6 million. The funds used to purchase the Warburg Shares came from resources available to Mafco. Item 4. Purpose of Transaction. As previously reported, Mafco, the Company and Warburg entered into the Voting and Stockholders Agreement, dated December 18, 1997, as amended and restated on April 16, 1998 (the "Stockholders Agreement"). Pursuant to the Stockholders Agreement, Mafco had an option to purchase (the "Mafco Option") at $30.00 per share of Common Stock, the Warburg Shares from Warburg and Warburg had an option to sell (the "Warburg Option") at $25.00 per share of Common Stock, the Warburg Shares. Each such option was exercisable in whole, but not in part, during the period beginning on June 4, 1999 and ending on June 4, 2000. On February 1, 1999, PX Holding and Warburg entered into a stock purchase agreement (the "Stock Purchase Agreement"), pursuant to which (i) the provisions of the Stockholders Agreement relating to the Mafco Option and the Warburg Option were terminated and (ii) PX Holding agreed to purchase and Warburg agreed to sell the Warburg Shares at a price of $23.34 per share (the "Stock Purchase"), or an aggregate of approximately $35.6 million. The closing of the Stock Purchase took place on February 1, 1999. The Stock Purchase Agreement is attached hereto as Exhibit II and is incorporated herein by reference in its entirety. The foregoing summary of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The Reporting Persons do not have any plans or proposals, other than those described in the preceding paragraphs, which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire or dispose of Common Stock, or to formulate other purposes, plans or proposals regarding the Company or the Common Stock held by the Reporting Persons to the extent deemed advisable in light of general investment policies, market conditions and other factors. Item 5. Interest in Securities of the Issuer. (a)-(b) As of January 30, 1999, based upon information provided by the Company, there were 8,055,619 shares of Common Stock outstanding, of which, as a result of the acquisition of the Warburg Shares, the Reporting Persons may be deemed to have beneficial ownership of 90.75% of the Common Stock then outstanding. Except as otherwise set forth in the table below, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto beneficially own any shares of Common Stock: Date Individual Nature of Transaction # Shares Price per Share - ------ ---------- --------------------- -------- --------------- 6/8/98 H. Gittis Purchase through broker 5,000 $ 26.9875 (c) Other than the transactions described in Item 4 of this Schedule 13D, there were no transactions by the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. See Item 4, above. Except as provided in Stock Purchase Agreement or as set forth herein, to the best of the Reporting Persons' knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. The shares of Company Common Stock owned by the Reporting Persons are, and shares of intermediate holding companies may from time to time be, pledged to secure obligations. Item 7. Material to be Filed as Exhibits. Exhibit I - Agreement pursuant to Rule 13d-1(k) filed herewith. Exhibit II - Stock Purchase Agreement, by and between Warburg, Pincus Capital Company, L.P. and PX Holding Corporation, dated as of February 1, 1999. 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. Date: February 3, 1999 MAFCO HOLDINGS INC. By: /s/ Glenn P. Dickes -------------------- Name: Glenn P. Dickes Title: Vice President PX HOLDING CORPORATION By: /s/ Glenn P. Dickes ------------------- Name: Glenn P. Dickes Title: Vice President SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF Mafco Holdings Inc. Set forth below is each director and executive officer of Mafco Holdings Inc. Unless otherwise indicated each person identified below is principally employed by Mafco Holdings Inc. The principal address of Mafco Holdings Inc. and, unless otherwise indicated below, the current business address for each individual listed below is 35 East 62nd Street, New York, New York 10021. Each such person is a citizen of the United States. Name and Address Present Principal Occupation or Employment Ronald O. Perelman Director, Chairman and Chief Executive Officer Donald G. Drapkin Director and Vice Chairman Irwin Engelman Executive Vice President and Chief Financial Officer Howard Gittis Director and Vice Chairman James R. Maher Director and President Barry F. Schwartz Executive Vice President and General Counsel DIRECTORS AND EXECUTIVE OFFICERS OF PX Holding Corporation Set forth below is each director and executive officer of PX Holding Corporation. The principal address of PX Holding Corporation and the current business address for each individual listed below is 35 East 62nd Street, New York, New York 10021. Each such person is a citizen of the United States. Ronald O. Perelman Director, Chairman of the Board and Chief Executive Officer Howard Gittis Director and Vice Chairman Irwin Engelman Executive Vice President and Chief Financial Officer Barry F. Schwartz Executive Vice President and General Counsel EX-99 2 EXHIBIT I - AGREEMENT EXHIBIT I: Agreement pursuant to Rule 13d-1(k) filed herewith Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. MAFCO HOLDINGS INC. By: /s/ Glenn P. Dickes -------------------- Name: Glenn P. Dickes Title: Vice President PX HOLDING CORPORATION By: /s/ Glenn P. Dickes --------------------- Name: Glenn P. Dickes Title: Vice President EX-99 3 EXHIBIT II - STOCK PURCHASE AGREEMENT EXHIBIT II STOCK PURCHASE AGREEMENT, BY AND BETWEEN WARBURG, PINCUS CAPITAL COMPANY, L.P. AND PX HOLDING CORPORATION, DATED AS OF FEBRUARY 1, 1999 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of February 1, 1999 ("Agreement"), by and between PX Holding Corporation, a Delaware corporation ("Purchaser") and Warburg, Pincus Capital Company, L.P., a Delaware limited partnership ("Seller"). WHEREAS, the Seller beneficially owns 1,526,040 shares of common stock, par value $.01 per share ("Company Common Stock"), of Panavision, Inc.. ("Company"); and WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, upon the terms and conditions hereinafter set forth herein, all of the Company Common Stock beneficially owned by the Seller. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: ARTICLE 1. PURCHASE AND SALE OF THE SHARES Section 1.1 Purchase and Sale of the Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below in Section 1.3), the Seller shall sell, convey, assign, transfer and deliver to the Purchaser and the Purchaser shall purchase, acquire and accept from the Seller 1,526,040 shares of Company Common Stock ("Shares"). Section 1.2 Purchase Price. The purchase price for the Shares is $23.34 per share of Company Common Stock, or an aggregate purchase price of $35,617,773.60 ("Purchase Price"). Section 1.3 Closing. Upon the terms and subject to the conditions of this Agreement, the consummation of the transactions contemplated by this Agreement ("Closing") will take place on Monday, February 1, 1999, at 10:00 a.m., New York City time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York, or at such other time or such other place as shall be agreed upon by the parties. The date on which the Closing occurs is hereinafter referred to as the "Closing Date." Section 1.4 Delivery by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser a stock certificate or certificates representing the Shares purchased by the Purchaser pursuant to this Agreement, accompanied by a stock power or powers duly executed in blank. Section 1.5 Delivery by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the Purchase Price payable by wire transfer in immediately available funds to an account specified in writing by the Seller. ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER Section 2.1 Ownership of Shares. The Seller is the beneficial owner, and has sole power to vote and dispose, of the Shares. On the date hereof, the Shares constitute all of the outstanding shares of Company Common Stock owned of record or beneficially by the Seller. Section 2.2 Authorization; Validity of Agreement; Necessary Action. The Seller has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by the Seller, and constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Section 2.3 No Violations. (a) (i) No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by the Seller does, nor the consummation by the Seller of the transactions contemplated hereby nor compliance by the Seller with any of the provisions hereof will (x) conflict with or result in any breach of any applicable partnership agreement or other agreements or organizational documents applicable to the Seller, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which the Seller is a party or by which the Seller or any of its properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to the Seller or any of its properties or assets. (b) The Shares and the certificates representing such Shares are held by the Seller, or by a nominee or custodian for the benefit of the Seller, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever. Seller currently has, and on the Closing Date shall sell, assign, transfer and deliver to the Purchaser at the Closing, and the Purchaser shall receive at the Closing, good, valid and marketable title to the Company Common Stock. ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Section 3.1 Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Section 3.2 Authorization; Validity of Agreement; Necessary Action. The Purchaser has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by the Purchaser, and constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors, rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Section 3.3 No Violations. (i) No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby; and (ii) neither the execution and delivery of this Agreement by the Purchaser does, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the provisions hereof will (x) conflict with or result in any breach of any organizational documents of the Purchaser, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which the Purchaser is a party or by which the Purchaser or any of its properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, statute, rule or regulation applicable to the Purchaser or any of its properties or assets. ARTICLE 4. CONDITIONS TO THE OBLIGATIONS OF BOTH PARTIES The respective obligation of each party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions: Section 4.1 Accuracy of Representations and Warranties. The representations and warranties of the Seller or the Purchaser, as the case may be, in this Agreement shall be true and correct as of the date hereof and at and as of the Closing with the same effect as though such representations and warranties had been made at and as of such time. Section 4.2 No Prohibition. No court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling (which shall not have been stayed or suspended pending appeal) and there shall not be any effective statute, rule or regulation, restraining, enjoining or prohibiting the Closing. ARTICLE 5. MISCELLANEOUS Section 5.1 Survival. All representation and warranties contained herein shall survive the Closing. Section 5.2 Entire Agreement; Assignment. This Agreement (i) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise without the prior written consent of the other party (except that the Purchaser may assign its rights, interests and obligations to any of its affiliates without the consent of the Seller provided no such assignment shall relieve the Purchaser of any liability for any breach by such assignee). Sections 3 and 4 of the Voting and Stockholders Agreement, dated as of December 18, 1997, as amended and restated, among the Seller, the Company and the Purchaser ("Stockholders Agreement") shall become null and void upon the Closing hereunder. Section 5.3 Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties hereto. Section 5.4 Notices. All notices, requests, claims, demands and other communications hereunder shall be in the manner set forth in the Stockholders Agreement. Section 5.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Section 5.6 Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement. Section 5.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same Agreement. Section 5.8 Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Section 5.9 Adjustment Upon Changes in Capitalization. In the event of any change in the Company Common Stock by reason of any stock dividend, extraordinary dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the number of Shares, and the purchase prices therefor, shall be appropriately adjusted. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. PX HOLDING CORPORATION By: /s/ Glenn P. Dickes ------------------------------------- Name: Glenn P. Dickes Title: Vice President WARBURG, PINCUS CAPITAL COMPANY, L.P. By: WARBURG, PINCUS & CO., ITS GENERAL PARTNER By: /s/ Sidney Lapidus ------------------------------------ Name: Sidney Lapidus Title: Partner -----END PRIVACY-ENHANCED MESSAGE-----