SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
TRIANGLE PHARMACEUTICALS, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
89589H104
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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:
Peter H. Jakes, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
December 3, 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).
This Amendment No. 2 (the "Amendment") amends and supplements the Schedule
13D originally filed on September 4, 2001 (the "Original Schedule 13D") as
amended and supplemented on October 10, 2001 by Amendment No. 1 and 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").
Unless the context otherwise requires, references herein to the "Common
Stock" are to shares of common stock, par value $0.001 per share of Triangle
Pharmaceuticals. Inc., a Delaware corporation (the "Company"). Unless otherwise
indicated herein, each capitalized term used but not defined herein shall have
the meaning assigned to such term in the Original Schedule 13D.
Item 4. Purpose of Transaction.
The information in Item 4 is hereby amended by the addition of the
following information:
The Company entered into an Agreement and Plan of Merger, dated as of
December 3, 2002, among Gilead Sciences, Inc. ("Gilead"), Simbolo Acquisition
Sub, Inc., ("Acquisition Sub") and the Company (the "Merger Agreement").
Pursuant to the Merger Agreement, Acquisition Sub will promptly commence a
tender offer for all of the issued and outstanding shares of the Company Common
Stock for $6.00 per share, in cash, (the "Tender Offer"), and following the
acceptance of at least a majority of the outstanding shares of Common Stock in
the Tender Offer, Acquisition Sub will be merged with and into the Company.
In connection with the execution and delivery of the Merger Agreement, WP
VIII entered into a Stockholder Agreement, dated as of December 3, 2002, with
Gilead and Acquisition Sub (the "Stockholder Agreement"). Pursuant to the
Stockholder Agreement, WP VIII agreed to tender an aggregate of 23,384,887 of
the Company's Common Stock, as well as any additional Common Stock acquired by
WP VIII after the date of the Stockholder Agreement (collectively, the "Subject
Shares") into the Tender Offer, and to vote the Subject Shares in favor of the
Merger and related matters and against any competing transaction or proposal or
frustrating transaction. Under the Stockholder Agreement, WP VIII granted Gilead
an irrevocable proxy to vote the Subject Shares in favor of the Merger and on
related matters. The Stockholder Agreement terminates upon the earlier of (i)
the effective time of the Merger and (ii) the termination of the Merger
Agreement in accordance with its terms.
The foregoing description of the Stockholder Agreement is qualified in its
entirety by reference to the Stockholder Agreement, a copy of which is filed as
Exhibit 1 hereto and incorporated herein by reference.
In connection with the Stockholder Agreement, WP VIII and the Company also
signed a Cross-Consent and Waiver, dated as of December 3, 2002, to harmonize
the provisions of the Stockholder Agreement with existing agreements between WP
VIII and the Company.
The foregoing description of the Cross-Consent and Waiver is qualified in
its entirety by reference to the Cross-Consent and Waiver, a copy of which is
filed as Exhibit 2 hereto and incorporated herein by reference.
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 information in Item 6 is hereby amended by the addition of the
following information as a new third full paragraph of such Item:
The Stockholder Agreement and Cross-Consent and Waiver are described in
Item 4 above. Such summaries are qualified in their entirety by reference to the
actual agreements themselves which are attached as Exhibits 1 and 2 to the
Amendment.
Item 7. Material to be Filed as Exhibits.
1. Stockholder Agreement, dated as of December 3, 2002, between Gilead
Sciences Inc., Simbolo Acquisition Sub, Inc. and Warburg Pincus Private Equity
VIII, L.P.
2. Cross-Consent and Waiver, dated as of December 3, 2002, between Triangle
Pharmaceuticals Inc. and Warburg Pincus Private Equity VIII, L.P.
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: December 6, 2002 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
Dated: December 6, 2002 WARBURG PINCUS & CO.
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Partner
Dated: December 6, 2002 WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
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Name: Scott A. Arenare
Title: Managing Director