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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Agere Systems Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
00845V 10 0
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(CUSIP Number)
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Scott A. Arenare
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)
With a copy to:
Andrew R. Brownstein
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
April 29, 2003
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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: [ ].
Page 1 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Warburg Pincus Private Equity VIII, L.P.
I.R.S. IDENTIFICATION NO. 13-4161869
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7. SOLE VOTING POWER
-0-
SHARES
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BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY 45,290,212*
EACH ------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
45,290,212*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,290,212*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%**
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14 TYPE OF REPORTING PERSON
PN
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* Assumes the full conversion of the Convertible Subordinated Notes beneficially
owned by the Investors in accordance with their terms.
**Represents the percentage of Class A Common Stock beneficially owned by WP
VIII as of April 29, 2003 assuming full conversion of the Convertible
Subordinated Notes beneficially owned by the Investors in accordance with their
terms. Based on the same assumption, as of April 29, 2003, WP VIII beneficially
owned 2.7% of the outstanding Class A Common Stock and Class B Common Stock,
taken as a whole.
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Warburg Pincus & Co.
I.R.S. IDENTIFICATION NO. 13-6358475
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7. SOLE VOTING POWER
-0-
SHARES
------------------------------------------------------------
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY 45,290,212*
EACH ------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
45,290,212*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,290,212*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%**
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14 TYPE OF REPORTING PERSON
PN
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* Assumes the full conversion of the Convertible Subordinated Notes beneficially
owned by the Investors in accordance with their terms.
**Represents the percentage of Class A Common Stock beneficially owned by WP
as of April 29, 2003 assuming full conversion of the Convertible Subordinated
Notes beneficially owned by the Investors in accordance with their terms. Based
on the same assumption, as of April 29, 2003, WP beneficially owned 2.7% of the
outstanding Class A Common Stock and Class B Common Stock, taken as a whole.
-3-
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Warburg Pincus LLC
I.R.S. IDENTIFICATION NO. 13-3536050
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7. SOLE VOTING POWER
-0-
SHARES
------------------------------------------------------------
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY 45,290,212*
EACH ------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
45,290,212*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,290,212*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%**
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14 TYPE OF REPORTING PERSON
OO
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* Assumes the full conversion of the Convertible Subordinated Notes beneficially
owned by the Investors in accordance with their terms.
**Represents the percentage of Class A Common Stock beneficially owned by WP LLC
as of April 29, 2003 assuming full conversion of the Convertible Subordinated
Notes beneficially owned by the Investors in accordance with their terms. Based
on the same assumption, as of April 29, 2003, WP LLC beneficially owned 2.7% of
the outstanding Class A Common Stock and Class B Common Stock, taken as a whole.
-4-
AMENDMENT NO. 4 TO
SCHEDULE 13D
Reference is made to the statement on Schedule 13D filed on June 21,
2002, Amendment No. 1 thereto filed July 29, 2002, Amendment No. 2 thereto filed
October 17, 2002 and Amendment No. 3 thereto filed April 8, 2003 (as so amended,
the "Schedule 13D") on behalf of Warburg Pincus Private Equity VIII, L.P., a
limited partnership organized under the laws of Delaware ("WP VIII"), Warburg
Pincus & Co., a general partnership organized under the laws of New York ("WP"),
and Warburg Pincus LLC, a limited liability company organized under the laws of
New York ("WP LLC", and together with WP VIII and WP, the "Reporting Persons").
All capitalized terms used without definition herein have the meanings ascribed
thereto in the Schedule 13D. This Amendment No. 4 to the Schedule 13D amends the
Schedule 13D as follows.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is amended as follows:
(a) The Reporting Persons beneficially own shares of Class A Common Stock by
virtue of the Investors' beneficial ownership of shares of Class A Common
Stock and of the Issuer's 6.5% Convertible Subordinated Notes due 2009 (the
"Convertible Subordinated Notes"), which are convertible at the option of
the holder into 330.75 shares of Class A Common Stock per $1,000 principal
amount of Convertible Subordinated Notes, subject to adjustment in certain
circumstances. As of April 29, 2003, the Reporting Persons beneficially
owned an aggregate of 45,290,212 shares of Class A Common Stock,
representing 33,650,000 shares of Class A Common Stock beneficially owned
by the Investors and 11,640,212 shares of Class A Common Stock that may be
acquired by the Investors upon full conversion of the Convertible
Subordinated Notes beneficially owned by the Investors. Of the aggregate of
45,290,212 shares of Class A Common Stock beneficially owned by WP and WP
LLC, approximately 1,399,468 shares represent shares of Class A Common
Stock beneficially owned by WPNPE VIII I, WPNPE VIII II and WPGPE VIII. By
reason of WP's and WP LLC's respective relationships with the Investors,
under Rule 13d-3 of the Exchange Act, WP and WP LLC may be deemed to
beneficially own all of the shares of Class A Common Stock that are
beneficially owned by the Investors.
Assuming full conversion of the Convertible Subordinated Notes beneficially
owned by the Investors, as of April 29, 2003, the 45,290,212 shares of
Class A Common Stock beneficially owned by each Reporting Person
represented approximately 6.0% of the outstanding shares of Class A Common
Stock, and 2.7% of the Issuer's outstanding shares of Class A Common Stock
and Class B Common Stock, par value $0.01 per share (the "Class B Common
Stock"), taken as a whole, in each case, after giving effect to the
issuance of the Class A Common Stock upon full conversion of the
Convertible Subordinated Notes beneficially owned by the Investors (based
on 744,288,076 shares of Class A Common Stock and 907,995,677 shares of
Class B Common Stock outstanding as of January 31, 2003, as set forth in
the Issuer's Form 10-Q for the quarterly period ended December 31, 2002).
-5-
(b) As described in paragraph (a) above, the Group Members have beneficial
ownership over an aggregate of 45,290,212 shares of Class A Common Stock.
Of this aggregate of 45,290,212 shares of Class A Common Stock, 33,650,000
shares are represented by the shares of Class A Common Stock beneficially
owned by the Investors and 11,640,212 are represented by shares of Class A
Common Stock that are issuable to the Investors upon full conversion of the
Convertible Subordinated Notes beneficially owned by the Investors. Each of
the Investors shares voting power and dispositive power over the shares of
Class A Common Stock that such Investor beneficially owns with WP LLC and
WP.
(c) The Investors disposed of Convertible Subordinated Notes with an aggregate
principal amount of $44,800,000 in brokered transactions as described
below:
Date Aggregate Principal Price (% of Principal Gross Proceeds (not including
Amount Amount) accrued interest)
------------ ------------------- --------------------- ------------------------------
4/17/03 $10,000,000 94.13% $9,412,500
4/21/03 $2,000,000 96.50% $1,930,000
4/22/03 $2,000,000 96.63% $1,932,500
4/23/03 $4,100,000 97.10% $3,981,002
4/29/03 $26,700,000 99.76% $26,636,988
Except as described herein, since the date of Amendment No. 3 to the
Schedule 13D, there have been no transactions in shares of Class A Common
Stock effected by the Reporting Persons or, to the best of their
knowledge, by any of the persons set forth on Schedule I.
(d) Except as set forth in this Item 5, no person other than each respective
record owner referred to herein of the shares of Class A 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 shares of Class A
Common Stock.
(e) Not applicable.
-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 29, 2003
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS & CO.
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Member
WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII
C.V. I
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Partner
-7-
WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII
C.V. II
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS GERMANY PRIVATE EQUITY VIII KG
By: Warburg Pincus & Co.,
General Partner
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Partner