-----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, L8zw2bjlOmGlOGbXGQ9Ql1Pvcnpn/0sWbs7Lkvbn8PEh3LvCwcekHoFNRcwm3hXr uh8ofWLcCEpKnQhMCIGapQ== 0000899140-01-000192.txt : 20010410 0000899140-01-000192.hdr.sgml : 20010410 ACCESSION NUMBER: 0000899140-01-000192 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010409 GROUP MEMBERS: E.M. WARBURG, PINCUS & CO., LLC GROUP MEMBERS: WARBURG PINCUS EQUITY PARTNERS LP GROUP MEMBERS: WARBURG, PINCUS & CO. GROUP MEMBERS: WARBURG, PINCUS EQUITY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COBALT GROUP INC CENTRAL INDEX KEY: 0001036290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 911674947 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58197 FILM NUMBER: 1598227 BUSINESS ADDRESS: STREET 1: 2200 FIRST AVENUE S STREET 2: STE 400 CITY: SEATTLE STATE: WA ZIP: 98134 BUSINESS PHONE: 2063867535 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS EQUITY PARTNERS LP CENTRAL INDEX KEY: 0001075598 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVE. CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 SC 13D/A 1 0001.txt AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 THE COBALT GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, $0.01 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 19074Q 10 3 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Scott A. Arenare 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, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 March 12, 2001 - -------------------------------------------------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following: [ ] SCHEDULE 13D - --------------------- ----------------- CUSIP No. 19074Q 10 3 Page 2 of 8 Pages - --------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warburg, Pincus Equity Partners, L.P. I.D. #13-3986317 - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (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 9,793,58 NUMBER OF --------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING --------- ------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 9,793,458 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,793,458 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.3% - ----------- -------------------------------------------------------------------- 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. SCHEDULE 13D - --------------------- ----------------- CUSIP No. 19074Q 10 3 Page 3 of 8 Pages - --------------------- ----------------- - ----------- -------------------------------------------------------------------- 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) [X] (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 9,793,458 NUMBER OF --------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING --------- ------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 9,793,458 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,793,458 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.3% - ----------- -------------------------------------------------------------------- 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. SCHEDULE 13D - --------------------- ----------------- CUSIP No. 19074Q 10 3 Page 4 of 8 Pages - --------------------- ----------------- - ----------- -------------------------------------------------------------------- 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) [X] (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 9,793,458 NUMBER OF --------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING --------- ------------------------------------------------ PERSON WITH 9 SOLE DISPOSITIVE POWER 9,793,458 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,793,458 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.3% - ---------- --------------------------------------------------------------------- 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. This Amendment No. 2 to Schedule 13D is being filed on behalf of Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (together with three affiliated entities "WPEP"), Warburg, Pincus & Co., a New York general partnership ("WP"), and E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW" and, together with WPEP and WP, the "Reporting Entities"). This Amendment No. 2 to Schedule 13D relates to the Common Stock of The Cobalt Group, Inc., a Washington corporation (the "Company"). Capitalized terms used in this Amendment No. 2 to Schedule 13D but not otherwise defined have the meanings ascribed to them in Schedule 13D filed on July 7, 2000, as amended by Amendment No. 1 to Schedule 13D filed on November 2, 2000. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended by inserting the following paragraph after the second paragraph thereof: WPEP has expended an aggregate of $733,344 to purchase the 211,000 shares of Common Stock that it has purchased since the filing of Amendment No. 1 to Schedule 13D. Such funds were furnished from the working capital of WPEP. Item 5. Interest in Securities of the Issuer. Items 5(a) through 5(c) are revised and amended in their entirety as follows: (a) As of April 5, 2001 WPEP, WP and EMW each beneficially owned 9,793,458 shares of Common Stock. By reason of their respective relationships with WPEP, 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 WPEP beneficially owns. 5 The 9,793,458 shares of Common Stock represented approximately 47.3% of the outstanding shares of Common Stock, based on the 20,303,137 shares of Common Stock outstanding as of close of business on March 14, 2001, as reported by the Company in its Annual Report on Form 10-K for the year ended December 31, 2000. (b) Each of the Reporting Entities has sole power to dispose or to direct the disposition with respect to the 9,793,458 shares and all shares acquired by WPEP. (c) On March 12, 2001, WPEP entered into a securities purchase agreement with Geoffrey T. Barker, a director of the Company, to purchase 200,000 shares of Mr. Barker's Common Stock in a private purchase. Such purchase closed on April 3, 2001. A copy of such agreement is attached hereto as Exhibit 8. Except for such purchase, during the last sixty days there were no transactions effected by the Reporting Entities or by any of the persons set forth on Schedule I hereto. Item 7. Material to be Filed as Exhibits. Item 7 is amended by inserting the following language at the end of the list of exhibits: 8. Securities Purchase Agreement, dated March 12, 2001, by and between WPEP and Geoffrey T. Barker. 6 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: April 9, 2001 WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg, Pincus & Co., General Partner By: /s/ Scott A. Arenare ------------------------------ Scott A. Arenare Attorney-in-Fact Dated: April 9, 2001 WARBURG, PINCUS & CO. By: /s/ Scott A. Arenare ------------------------------ Scott A. Arenare Attorney-in-Fact Dated: April 9, 2001 E.M. WARBURG, PINCUS & CO., LLC By: /s/ Scott A. Arenare ------------------------------ Scott A. Arenare Vice President EX-99.8 2 0002.txt SECURITIES PURCHASE AGREEMENT EXHIBIT 8 SECURITIES PURCHASE AGREEMENT AGREEMENT dated this 12th day of March, 2001, between Geoffrey T. Barker (the "Seller") and Warburg, Pincus Equity Partners, L.P. (the "Purchaser"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Seller owns certain securities (the "Securities") of The Cobalt Group, Inc. (the "Company") set forth below his name on Schedule A attached hereto; and WHEREAS, the Seller is desirous of selling to the Purchaser and the Purchaser is desirous of purchasing from the Seller all such Securities; NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereby agree as follows: 1. Purchase of Securities. The Seller hereby sells to the Purchaser the Securities owned by the Seller as set forth on Schedule A attached hereto. The Seller is herewith delivering to the Purchaser the certificates representing the Securities sold hereunder, duly endorsed in blank for transfer or with appropriate assignments separate from the certificates made out in blank. The Seller shall cause the Securities to be reissued in the name of "Warburg, Pincus & Co., as nominee" on behalf of the Purchaser and in the appropriate denomination. 2. Purchase Price. The purchase price being paid by the Purchaser for the Securities is $3.50 per share, for an aggregate purchase price as set forth on Schedule A attached hereto. The purchase price is being paid by the Purchaser delivering to the Seller on the date hereof a check or wire transfer in the appropriate amount. 3. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser as follows: (a) The Seller has full power and authority to enter into this Agreement and to sell, transfer, assign and deliver the Securities to the Purchaser. (b) The Purchaser will receive good, valid and marketable title to the Securities, free and clear of all liens, restrictions, claims, charges, security interests and encumbrances, except for restrictions imposed by federal and state securities laws and restrictions contained in the agreements pursuant to which the Securities were issued and to which the Purchaser and the Seller are parties. (c) This Agreement has been duly and validly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. 4. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller as follows: (a) The Purchaser is acquiring the Securities for its own account and not with a present view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933. The Purchaser acknowledges that the Seller has not made any representations or warranties with respect to the Company, and the Purchaser has independently and without reliance on the Seller made the analysis and decision to acquire the Securities. In particular, the Seller has not made any representations or warranties with respect to the business, results of operations, financial condition or prospects of the Company. (b) The Purchaser understands that the Securities have not been registered under the Securities Act of 1933 and such Securities may not be sold, transferred, or otherwise disposed of without registration under such Act or an exemption therefrom. (c) The Purchaser has full power and authority to enter into this Agreement and to acquire the Securities. (d) This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser enforceable against each the Purchaser in accordance with its terms. 5. Miscellaneous. (a) The Seller and the Purchaser represent and warrant to each other that no brokerage commissions or finder's fees have been incurred in connection with the sale of the Securities by the Seller to the Purchaser. (b) All fees and expenses incurred by any party in connection with this Agreement will be borne by such party. (c) This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto. (d) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) among the parties with respect to its subject matter. This Agreement may be amended only by a written instrument duly executed by the parties hereto. (e) This Agreement may be executed simultaneously in several counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. (f) This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York without giving any effect to principles of conflicts of laws. (g) All notices hereunder shall be in writing and shall be deemed to have been given when hand delivered, when received if sent by telecopier or by same day or overnight recognized commercial courier service or three days after mailed by registered or certified mail, addressed to the address below stated of the party to which notice is given, or to such changed address as such party may have fixed by notice: To the Seller: Mr. Geoffrey T. Barker Chief Executive Officer Vigilos, Inc. Tel (206) 728-6464 Fax (206) 728-6440 To the Purchaser: Warburg, Pincus Equity Partners, L.P. 466 Lexington Avenue New York, New York 10017 Attn: Scott A. Arenare Vice President and General Counsel Tel (212) 716-5090 Fax (212) 878-9200 provided, however, that any notice of change of address shall be effective only upon receipt. (h) All representations, warranties, covenants and agreements contained in this Agreement shall survive the execution and delivery of this Agreement. IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on the date first above written. SELLER /s/ Geoffrey T. Barker ------------------------------ Geoffrey T. Barker PURCHASER WARBURG, PINCUS EQUITY PARTNERS, L.P. By: Warburg, Pincus & Co., as General Partner By: /s/ Gregory F. Back ------------------------------ Schedule A Securities Being Sold by Geoffrey T. Barker: 200,000 shares of The Cobalt Group, Inc. at $3.50 per share, for an aggregate purchase price of $700,000 -----END PRIVACY-ENHANCED MESSAGE-----