- Amended Statement of Beneficial Ownership (SC 13D/A)
October 12 2010 - 4:57PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
(Name of Issuer)
Common
Stock, No Par Value Per Share
(Title of Class of
Securities)
(CUSIP Number)
Scott
A. Arenare, Esq.
Managing
Director and General Counsel
Warburg
Pincus LLC
450
Lexington Avenue
New
York, New York 10017
(212)
878-0600
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
With
a copy to:
Steven
J. Gartner, Esq.
Robert
T. Langdon, Esq.
Willkie
Farr & Gallagher LLP
787
Seventh Avenue
New
York, New York 10019
(212)
728-8000
October
7, 2010
(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 §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box:
o
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 (the "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/A
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CUSIP No.
98985T 10 9
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1
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Names of Reporting Persons
Warburg, Pincus Equity Partners, L.P.
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0 (see Item 5(b) of this Schedule 13D)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0 (see Item 5(b) of this Schedule 13D)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0 (see Item 5(a) of this Schedule 13D)
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
0% (see Item 5(b) of this Schedule 13D)
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14
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Type of Reporting Person
(See Instructions)
PN
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2
SCHEDULE 13D/A
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CUSIP No.
98985T 10 9
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1
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Names of Reporting Persons
Warburg Pincus & Co.
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0 (see Item 5(b) of this Schedule 13D)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0 (see Item 5(b) of this Schedule 13D)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0 (see Item 5(a) of this Schedule 13D)
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
0% (see Item 5(a) of this Schedule 13D)
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14
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Type of Reporting Person
(See Instructions)
PN
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3
SCHEDULE 13D/A
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CUSIP No.
98985T 10 9
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1
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Names of Reporting Persons
Warburg Pincus LLC
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0 (see Item 5(b) of this Schedule 13D)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0 (see Item 5(b) of this Schedule 13D)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0 (see Item 5(a) of this Schedule 13D)
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class Represented
by Amount in Row (11)
0% (see Item 5(a) of this Schedule 13D)
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14
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Type of Reporting Person
(See Instructions)
OO
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4
SCHEDULE 13D/A
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CUSIP No.
98985T 10 9
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1
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Names of Reporting Persons
Warburg Pincus Partners, LLC
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0 (see Item 5(b) of this Schedule 13D)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0 (see Item 5(b) of this Schedule 13D)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0 (see Item 5(a) of this Schedule 13D)
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
0% (see Item 5(a) of this Schedule 13D)
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14
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Type of Reporting Person
(See Instructions)
OO
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5
SCHEDULE 13D/A
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CUSIP No.
98985T 10 9
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1
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Names of Reporting Persons
Charles R. Kaye
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0 (see Item 5(b) of this Schedule 13D)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0 (see Item 5(b) of this Schedule 13D)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0 (see Item 5(a) of this Schedule 13D)
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
0% (see Item 5(a) of this Schedule 13D)
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14
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Type of Reporting Person
(See Instructions)
IN
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6
SCHEDULE 13D/A
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CUSIP No.
98985T 10 9
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1
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Names of Reporting Persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(entities only)
Joseph P. Landy
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2
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds (See
Instructions)
N/A
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5
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Check if Disclosure of Legal Proceeding Is
Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0 (see Item 5(b) of this Schedule 13D)
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0 (see Item 5(b) of this Schedule 13D)
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0 (see Item 5(a) of this Schedule 13D)
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12
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class
Represented by Amount in Row (11)
0% (see Item 5(a) of this Schedule 13D)
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14
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Type of Reporting Person
(See Instructions)
IN
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7
This Amendment No. 2 to
Schedule 13D (this “
Amendment No. 2
”) amends and supplements the Schedule
13D originally filed with the United States Securities and Exchange Commission
(the “
SEC
”) on March 12, 2008 (as amended by Amendment No. 1
thereto previously filed with the SEC on September 8, 2010, the “
Original
Schedule 13D
”). This Amendment No. 2
is being filed on behalf of Warburg, Pincus Equity Partners, L.P., a limited
partnership organized under the laws of Delaware (“
WPEP
”), Warburg
Pincus & Co., a general partnership organized under the laws of New
York (“
WP
”), Warburg Pincus LLC, a limited liability company organized
under the laws of New York (“
WP LLC
”), Warburg Pincus Partners, LLC, a
limited liability company organized under the laws of New York (“
WPP LLC
”),
Charles R. Kaye, a United States citizen (“
Mr. Kaye
”), and Joseph
P. Landy, a United States citizen (“
Mr. Landy
”, and together with
WPEP, WP, WP LLC, WPP LLC and Mr. Kaye, the “
Warburg Pincus Reporting
Persons
”). Each of Messrs. Kaye
and Landy is a Managing General Partner of WP and a Co-President and Managing
Member of WP LLC. WPEP has two
affiliated partnerships: Warburg, Pincus Netherlands Equity Partners I, C.V., a
limited partnership organized under the laws of the Netherlands (“
WPNEP I
”),
and Warburg, Pincus Netherlands Equity Partners III, C.V., a limited
partnership organized under the laws of the Netherlands (“
WPNEP III
”,
and together with WPNEP I and WPEP, the “
Investors
”). WP, WP LLC, WPP LLC, Messrs. Kaye and
Landy, and the Investors are referred to in this Amendment No. 2 as the “
Group
Members
”. Capitalized terms used
herein and not otherwise defined have the meanings ascribed to them in the
Original Schedule 13D.
Item 4. Purpose of Transaction.
Item
4 of the Original Schedule 13D is hereby amended and supplemented by adding the
following at the end thereof:
Tender of
Shares
Pursuant
to the terms of that certain Agreement and Plan of Merger, by and among
Bristol-Myers Squibb Company, a Delaware corporation (“
Parent
”), Zeus
Acquisition Corporation, a Washington corporation and wholly-owned Subsidiary
of Parent (“
Merger Sub
”), and ZymoGenetics, Inc., a Washington
corporation (the “
Company
”), dated as of September 7, 2010 (the “
Merger
Agreement
”), Merger Sub commenced the tender offer (the “
Offer
”) to
acquire all of the outstanding shares of voting common stock, without par
value, of the Company (“
Company Common Stock
”), at a price of nine
dollars and seventy-five cents ($9.75) per share of Company Common Stock, net
to the holder thereof in cash. Pursuant
to the terms of the Tender and Support Agreement, by and among Parent, Merger
Sub, WPEP and WP, dated as of September 7, 2010 (the “
Tender Agreement
”),
WPEP and WP tendered all of their 9,387,559 shares of Common Stock (the “
WP
Shares
”) in the Offer. The Offer
expired at 12:00 midnight, New York City time, on October 7, 2010 and
Merger Sub accepted for payment all shares of Company Common Stock validly
tendered and not properly withdrawn in the Offer, including the WP Shares, in
accordance with the terms of the Offer.
Item 5. Interest in Securities of the Issuer.
Item
5 of the Original Schedule 13D is hereby amended and restated as follows:
(a) As a result of the transactions
described in Item 4, none of the Warburg Pincus Reporting Persons beneficially
own any shares of Company Common Stock as of October 7, 2010.
(b) As a result of the transactions
described in Item 4, none of the Warburg Pincus Reporting Persons beneficially
own any shares of Company Common Stock as of October 7, 2010.
(c) Except for the tender and acceptance
of the WP Shares in the Offer as described in Item 4, no transactions in the
Company Common Stock were effected during the past sixty days by any of the
Warburg Pincus Reporting Persons.
8
(d) Except as set forth in this Item 5
and for persons referred to in Item 2 of the Original Schedule 13D, no person
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, any Company Common Stock that
may be deemed to be beneficially owned by the Warburg Pincus Reporting
Entities.
(e) As a result of the acceptance of the
WP Shares in the Offer, the Warburg Pincus Reporting Persons ceased to be the
beneficial owner of more than 5% of the Company Common Stock on October 7,
2010.
9
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.
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Dated:
October 12, 2010
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WARBURG,
PINCUS EQUITY PARTNERS, L.P.
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By:
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Warburg
Pincus Partners, LLC,
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its
General Partner
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By:
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Warburg
Pincus & Co.,
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its
Managing Member
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By:
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/s/
Scott A. Arenare
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Name:
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Scott
A. Arenare
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Title:
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Partner
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Dated: October 12, 2010
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WARBURG
PINCUS & CO.
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By:
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/s/
Scott A. Arenare
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Name:
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Scott
A. Arenare
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Title:
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Partner
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Dated: October 12, 2010
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WARBURG
PINCUS LLC
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By:
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/s/
Scott A. Arenare
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Name:
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Scott
A. Arenare
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Title:
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Managing
Director
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Dated: October 12, 2010
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WARBURG
PINCUS PARTNERS, LLC
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By:
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Warburg
Pincus & Co,
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its
Managing Member
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By:
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/s/
Scott A. Arenare
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Name:
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Scott
A. Arenare
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Title:
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Partner
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Dated: October 12, 2010
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By:
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/s/
Scott A. Arenare
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Name:
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Charles
R. Kaye
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By:
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Scott
A. Arenare, Attorney-in-Fact*
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Dated: October 12, 2010
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By:
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/s/
Scott A. Arenare
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Name:
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Joseph
P. Landy
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By:
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Scott
A. Arenare, Attorney-in-Fact**
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*
The Power of Attorney given by Mr. Kaye was previously filed with the SEC
on March 2, 2006 as an exhibit to a statement on Schedule 13D filed by
Building Products, LLC with respect to Builders FirstSource, Inc.
**
The Power of Attorney given by Mr. Landy was previously filed with the SEC
on March 2, 2006 as an exhibit to a statement on Schedule 13D filed by Building
Products, LLC with respect to Builders FirstSource, Inc.
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