UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Under the Securities Exchange Act of 1934*
MANUGISTICS GROUP, INC.
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(Name of Issuer)
Common Stock, $0.002 Par Value
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(Title of Class of Securities)
565011103
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(CUSIP Number)
Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
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(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
October 24, 2002
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(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 that 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 box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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
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).
SCHEDULE 13D
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CUSIP No. 565011103
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg Pincus Private Equity VIII, L.P. I.R.S. #13-4161869
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,619,800
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,619,800
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,619,800
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.90%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 565011103
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg Pincus & Co. I.R.S. #13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,619,800
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,619,800
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,619,800
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.90%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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SCHEDULE 13D
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CUSIP No. 565011103
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg Pincus LLC I.R.S. #13-3536050
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,619,800
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
7,619,800
---------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,619,800
---------- ---------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
---------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.90%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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This Amendment No. 5 to Schedule 13D ("Amendment No. 5") is being filed on
behalf of Warburg Pincus Private Equity VIII, L.P., a Delaware limited
partnership ("WP VIII"), Warburg Pincus LLC, a New York limited liability
company ("WP LLC"), and Warburg Pincus & Co., a New York general partnership
("WP," and together with WP VIII and WP LLC, the "Reporting Persons"), and
amends and supplements the Schedule 13D as originally filed with the Securities
and Exchange Commission on August 30, 2002 (the "Original Schedule 13D") as
amended and supplemented on September 9, 2002 by Amendment No. l, on September
20, 2002 by Amendment No. 2, on September 27, 2002 by Amendment No. 3, and on
October 21, 2002 by Amendment No. 4. The holdings of the Reporting Persons
indicated in this Amendment include the holdings of Warburg Pincus Netherlands
Private Equity VIII C.V. I ("WPNPE VIII I"), Warburg Pincus Netherlands Private
Equity VIII C.V. II ("WPNPE VIII II") and Warburg Pincus Germany Private Equity
VIII KG ("WPGPE VIII", and together with WP VIII, WPNPE VIII I and WPNPE VIII
II, the "Investors"). WP, WP LLC and the Investors are referred to in this
Schedule 13D as the "Group Members".
Unless otherwise indicated in this Amendment No. 5, each capitalized term
used but not defined in this Amendment shall have the meaning assigned to such
term in the Original Schedule 13D.
The Group Members are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement
among the Group Members to file jointly is attached as Exhibit 1 to the Original
Schedule 13D.
Each Group Member disclaims beneficial ownership of all shares of Common Stock,
other than those reported herein as being owned by it.
Item 4. Purpose of Transaction
The information in Item 4 is hereby amended and restated in its entirety as
follows:
The purchase by the Investors of beneficial ownership of the shares of
Common Stock as described herein was effected because of the Reporting Persons'
belief that the Company represents an attractive investment based on the
Company's business prospects and strategy. Depending on prevailing market,
economic and other conditions, the Reporting Persons may from time to time
acquire additional securities of the Company, engage in discussions with the
Company concerning further acquisitions of securities of the Company or
otherwise invest in the Company or one or more of its subsidiaries. The
Reporting Persons intend to review their investment in the Company on a
continuing basis and, depending upon the price and availability of the Company's
securities, subsequent developments concerning the Company, the Company's
business and prospects, other investment and business opportunities available to
the Reporting Persons, general stock market and economic conditions, tax
considerations, contractual obligations and other factors considered relevant,
may decide at any time to increase or decrease the size of their investment in
the Company or to sell any or all of the securities of the Company that they
hold.
Each of the Investors is a partnership engaged in making private equity and
related investments. In connection with that business, the Reporting Persons
frequently seek to make significant investments in the entities in which they
invest. The Reporting
Persons have followed the Company and the industry for many years and are
supportive of the management team and its strategy.
On October 24, 2002, WP VIII and the Company entered into a Standstill
Agreement (the "Standstill Agreement"), pursuant to which the Company
represented that its Board of Directors (the "Board") had taken all actions
necessary to ensure that the restrictions contained in Section 203 of the
Delaware General Corporation Law will not apply to the acquisition of beneficial
ownership by the Reporting Persons of up to 19.9% of the Common Stock.
Under the Standstill Agreement, during the Standstill Period (as defined
below), WP VIII agreed that it will not, nor will it permit certain of its
affiliates to, without the Company's written consent:
o purchase or otherwise acquire, directly or indirectly, or agree or
offer to purchase or otherwise acquire, any shares of Common Stock if,
as a result thereof, WP VIII, together with certain of its affiliates,
would, in the aggregate, beneficially own shares of Common Stock
representing more than the 19.9% of the Common Stock;
o initiate or propose any matter for a vote of the stockholders of the
Company or "solicit," or become a "participant," directly or
indirectly, in any "solicitation" of proxies (as such terms are
defined under the Exchange Act) from any holder of shares of capital
stock of the Company in connection with any vote or other action on
any matter or agree or announce its intention to vote with any person
undertaking a "solicitation" or seek to advise, encourage or influence
any person with respect to the voting of any voting securities of the
Company;
o make any public announcement, public proposal or public offer with
respect to certain transactions that would result in a change of
control involving the Company or its securities or assets;
o enter into any discussions, negotiations, arrangements or
understandings with any third party with respect to any of the
foregoing, or otherwise form, join or in any way participate in
a Group (as defined in Section 13(d)(3) of the Exchange Act) in
connection with any of the foregoing;
o deposit any shares of Common Stock in any voting trust or subject the
shares of Common Stock to any arrangement or agreement with respect to
the voting of any shares of Common Stock except as set forth in the
Standstill Agreement; or
o (i) request permission or participate in any effort to do any of the
foregoing or (ii) request the Company to amend or waive any provision
of this paragraph, in a manner which would require public disclosure
of such action under applicable law.
Additionally, WP VIII agreed to reasonably promptly advise the Company of
any proposal made to it by a third party with respect to any of the foregoing.
Under the Standstill Agreement, the Company also agreed not take any action
to prevent, limit or restrict the acquisition of shares of Common Stock by WP
VIII by means of adopting a stockholders rights agreement (creating what is
commonly referred to as a "poison pill") or similar agreement which limits or
restricts the ability of WP VIII and certain of its affiliates to beneficially
own in the aggregate 19.9% of the Common Stock.
The Company also agreed for as long as WP VIII and certain of its
affiliates beneficially own in the aggregate at least ten percent (10%) of the
Common Stock, to nominate and use its reasonable efforts to have one individual
designated by the WP VIII and reasonably acceptable to the Company elected to
the Board (the "Stockholder Director").
On October 24, 2002, the Board elected William H. Janeway to the Board. Dr.
Janeway is a Partner of WP and a Vice Chairman and member of WP LLC.
Under the Standstill Agreement, in the event that WP VIII beneficially owns
less than 10% of the outstanding shares of Common Stock as a result of the sale,
transfer or
disposition of shares of Common Stock by WP VIII, then upon the request of the
Company, the Stockholder Director would be required to resign from the Board. In
the event that WP VIII beneficially owns less than 7.5% of the Common Stock as a
result of any action other than the sale, transfer or disposition of shares of
Common Stock by WP VIII (the "7.5% Condition"), then WP VIII upon notice from
the Company may acquire shares of Common Stock, during a sixty (60) day period
following such notice (exclusive of any applicable blackout periods), in order
to satisfy the 7.5% Condition.
Under the Standstill Agreement, the Standstill Period means the period
beginning on October 24, 2002 and ending on the earliest of (i) the October 24,
2005, or (ii) the date on which an entity other than the Reporting Persons
acquires beneficial ownership of more than 15% of the Common Stock if the
Company consents to such acquisition on terms more favorable than those
contained in the Standstill Agreement or (iii) the date on which the Company
either breaches its obligations with respect to (a) a stockholders rights
agreement or (b) the nomination and use of reasonable efforts to elect to the
Board an individual designated by WP VIII, reasonably acceptable to the Company.
Other than as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
The foregoing summary of the terms of the Standstill Agreement does not
purport to be a complete discussion of the agreement. Accordingly, the foregoing
is qualified in its entirety by reference to the full text of the Standstill
Agreement, which is filed as an exhibit to this Amendment No. 5 and incorporated
by reference in this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
1. Standstill Agreement
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: October 25, 2002 WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Partner
Dated: October 25, 2002 WARBURG PINCUS & CO.
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Partner
Dated: October 25, 2002 WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Managing Director
Dated: October 25, 2002 WARBURG PINCUS NETHERLANDS
PRIVATE EQUITY VIII C.V. I
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Partner
Dated: October 25, 2002 WARBURG PINCUS NETHERLANDS
PRIVATE EQUITY VIII C.V. II
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Partner
Dated: October 25, 2002 WARBURG PINCUS GERMANY
PRIVATE EQUITY VIII KG
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
------------------------------
Name: Scott A. Arenare
Title: Partner
Exhibit Index
Exhibit 1. Standstill Agreement