UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934*
MANUGISTICS GROUP, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.002 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
565011103
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(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 18, 2002
--------------------------------------------------------------------------------
(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
-----------------------------------------
CUSIP No. 565011103
-----------------------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
Warburg Pincus Private Equity VIII, L.P. I.R.S. #13-4161869
--------------------------------------------------------------------------------
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)
WC
--------------------------------------------------------------------------------
5 CHECK 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
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,619,800
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
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%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
SCHEDULE 13D
-----------------------------------------
CUSIP No. 565011103
-----------------------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Warburg Pincus & Co. I.R.S. #13-6358475
--------------------------------------------------------------------------------
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) [ ]
--------------------------------------------------------------------------------
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 9 SOLE DISPOSITIVE POWER
REPORTING
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%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
SCHEDULE 13D
-----------------------------------------
CUSIP No. 565011103
-----------------------------------------
--------------------------------------------------------------------------------
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) [ ]
--------------------------------------------------------------------------------
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 9 SOLE DISPOSITIVE POWER
REPORTING
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%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
This Amendment No. 4 to Schedule 13D ("Amendment No. 3") 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") and as
amended and supplemented on September 9, 2002 and September 20, 2002 by
Amendment No. l and by Amendment No. 2, and September 27, 2002 by Amendment No.
3 ("Amendment No. 3") respectively. 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. 4, each capitalized term
used but not defined in this Amendment shall have the meaning assigned to such
term in the Original Schedule 13D.
This Amendment No. 4 is being promptly filed following the acquisitions by
WP VIII of an aggregate of an additional 642,900 shares of Common Stock through
open market purchases (which purchases represent approximately 1.0% of the
outstanding shares of Common Stock) since the filing of Amendment No. 3.
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 3. Source and Amount of Funds or Other Consideration
The information in Item 3 is hereby amended and restated in its entirety:
The total amount of funds used by each Investor to purchase the shares of Common
Stock as described herein was furnished from the working capital of such
Investor. The total amount of funds used by the Investors to purchase shares of
Common Stock was $26,106,521, net of brokerage commissions.
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,
-2-
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 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. The
Reporting Persons have engaged in discussions with management of the Company
concerning the possibility of a representative of the Reporting Persons becoming
a member of the board of directors of the Company as well as acquiring
additional shares of Common Stock and expect to continue to engage in such
discussions. Such discussions may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of Schedule 13D. There can be no
assurances whether such discussions will result in any agreements among the
Reporting Persons and 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 5. Interest in Securities of the Issuer
The information in Items 5(a), (b) and (c) is hereby amended and restated
in their entirety as follows:
-3-
(a) Due to their respective relationships with the Investors and each
other, each of the Reporting Persons may be deemed to beneficially own an
aggregate of 7,619,800 shares of Common Stock as of October 18, 2002, by virtue
of the Investors' ownership of such shares as of such date. The 7,619,800 shares
of Common Stock which the Reporting Persons may be deemed to beneficially own
represent approximately 10.90% of the 69,900,000 shares of Common Stock
outstanding as of October 8, 2002 (based on the Company's Quarterly Report on
Form 10-Q for the quarter ended August 31, 2002).
(b) Each of the Investors shares the power to vote or to direct the vote
and to dispose or to direct the disposition of the 7,619,800 shares of Common
Stock it may be deemed to beneficially own as of October 18, 2002. Each of the
Reporting Persons shares with the Investors the power to vote or to direct the
vote and to dispose or to direct the disposition of the 7,619,800 shares of
Common Stock it may be deemed to beneficially own as of October 18, 2002.
(c) Since the filing of the Amendment No. 3, the Investors acquired shares
of Common Stock in the open market transactions set forth on Schedule II
attached hereto. Except as described on Schedule II, no transactions in Common
Stock were effected since the filing of the Amendment No. 3 by the Reporting
Persons or any of the persons set forth on Schedule I to the Original Schedule
13D or in Item 2(d) hereto.
-4-
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 21, 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 21, 2002 WARBURG PINCUS & CO.
By: /s/ Scott A. Arenare
-----------------------------------
Name: Scott A. Arenare
Title: Partner
Dated: October 21, 2002 WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
------------------------------------
Name: Scott A. Arenare
Title: Managing Director
Dated: October 21, 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 21, 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 21, 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
SCHEDULE II
Total Cost
(net of brokerage
Date # of Shares Per Share Price commissions)
--------------------------------------------------------------------------------
10/16/2002 500,000 $1.9958 $997,900
10/17/2002 121,500 $1.9952 $242,417
10/18/2002 21,400 $2.0000 $42,800
--------------------------------------------------------------------------------