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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. 3)
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 7, 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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7
SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
58,835,185*
OWNED BY -------------------------------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
-0-
REPORTING -------------------------------------------------------------------
10
PERSON WITH SHARED DISPOSITIVE POWER
58,835,185*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,835,185*
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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)
7.6%**
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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 7, 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 7, 2003, WP VIII
beneficially owned 3.5% 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 [ ]
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
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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7
SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
58,835,185*
OWNED BY -------------------------------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
-0-
REPORTING -------------------------------------------------------------------
10
PERSON WITH SHARED DISPOSITIVE POWER
58,835,185*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,835,185*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%**
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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 7, 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 7, 2003, WP beneficially owned
3.5% 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) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY [ ]
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7
SOLE VOTING POWER
NUMBER OF
-0-
SHARES -------------------------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
58,835,185*
OWNED BY -------------------------------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
-0-
REPORTING -------------------------------------------------------------------
10
PERSON WITH SHARED DISPOSITIVE POWER
58,835,185*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,835,185*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%**
--------------------------------------------------------------------------------
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 7, 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 7, 2003, WP LLC
beneficially owned 3.5% of the outstanding Class A Common Stock and Class B
Common Stock, taken as a whole.
-4-
AMENDMENT NO. 3 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 and Amendment No. 2 thereto
filed October 17, 2002 (as so amended, the "Schedule 13D") on behalf 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. 3 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 and restated to read 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 7, 2003, the Reporting Persons
beneficially owned an aggregate of 58,835,185 shares of Class A Common
Stock, representing 33,650,000 shares of Class A Common Stock beneficially
owned by the Investors and 25,185,185 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 58,835,185 shares of Class A Common Stock beneficially owned by WP and
WP LLC, approximately 1,770,939 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 7, 2003, the 58,835,185
shares of Class A Common Stock beneficially owned by each Reporting Person
represented approximately 7.6% of the outstanding shares of Class A Common
Stock, and 3.5% 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 58,835,185 shares of Class A Common Stock.
Of this aggregate of 58,835,185 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 25,185,185 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 $34,900,000 in brokered transactions as described
below:
Date Aggregate Principal Price (% of Principal Gross Proceeds (not including
Amount Amount) accrued interest)
------------------ ------------------ ------------------- ------------------------
3/3/03 $2,000,000 91.50% $1,830,000
3/6/03 $500,000 91.50% $457,500
3/7/03 $1,000,000 91.50% $915,000
3/14/03 $7,000,000 91.50% $6,405,000
3/17/03 $2,500,000 91.50% $2,287,500
3/18/03 $2,000,000 91.50% $1,830,000
3/21/03 $500,000 92.50% $462,500
3/25/03 $3,500,000 92.79% $3,247,500
3/26/03 $3,500,000 93.25% $3,263,750
3/28/03 $5,000,000 93.00% $4,650,000
4/7/03 $7,400,000 93.85% $6,944,493
Except as described herein, during the last sixty days there were 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 7, 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
--------------------------------------------
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
--------------------------------------
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
-------------------------------------
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS GERMANY PRIVATE EQUITY VIII KG
By: Warburg Pincus & Co.,
General Partner
By:/s/ Scott A. Arenare
-------------------------------------
Name: Scott A. Arenare
Title: Partner
-8-