UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------
PROBUSINESS SERVICES, INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
742674104
(CUSIP Number)
------------------
David C. Hodgson
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
December 17, 1999
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 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 13d-1(a) 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).
<PAGE>
742674104 Page 2 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners, LLC
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 3,174,199
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,174,199
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,174,199
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
13.6%
14 Type of Reporting Person (See Instructions)
OO
<PAGE>
742674104 Page 3 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners 39, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 3,174,199
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,174,199
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,174,199
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
13.6%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
742674104 Page 4 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
General Atlantic Partners 59, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 3,174,199
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,174,199
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,174,199
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
13.6%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
742674104 Page 5 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
GAP Coinvestment Partners, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 3,174,199
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,174,199
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,174,199
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
13.6%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
742674104 Page 6 of 22 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. Of Above Persons (entities only)
GAP Coinvestment Partners II, L.P.
2 Check the Appropriate Box if a Member of a Group (a)[X]
(See Instructions) (b)[ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 3,174,199
WITH
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,174,199
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,174,199
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
13.6%
14 Type of Reporting Person (See Instructions)
PN
<PAGE>
742674104 Page 7 of 22 Pages
Item 1. Security and Issuer.
The title of the class of equity securities of ProBusiness Services,
Inc., a Delaware corporation (the "Company"), to which this statement relates is
the Company's Common Stock, par value $.001 per share (the "Common Stock"). The
address of the principal executive offices of the Company is 4125 Hopyard Road,
Pleasanton, CA 94588.
Item 2. Identity and Background.
This statement is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended. The members of the group are General Atlantic Partners, LLC, a Delaware
limited liability company ("GAP"), General Atlantic Partners 39, L.P., a
Delaware limited partnership ("GAP 39"), General Atlantic Partners 59, L.P., a
Delaware limited partnership ("GAP 59"), GAP Coinvestment Partners, L.P., a New
York limited partnership ("GAPCO") and GAP Coinvestment Partners II, L.P., a
Delaware limited partnership ("GAPCO II" and, collectively with GAP, GAP 39, GAP
59 and GAPCO, the "Reporting Persons"), all of which are located at 3 Pickwick
Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in
acquiring, holding and disposing of interests in various companies for
investment purposes. The general partner of GAP 39 and GAP 59 is GAP. The
managing members of GAP are Steven A. Denning, Peter L. Bloom, David C. Hodgson,
William O. Grabe, William E. Ford, Clifton S. Robbins and Franchon M. Smithson
(collectively, the "GAP Managing Members"). David Hodgson is a director of the
Company. The GAP Managing Members are also the general partners of GAPCO and
GAPCO II. The business address of each of the GAP Managing Members is 3 Pickwick
<PAGE>
742674104 Page 8 of 22 Pages
Plaza, Greenwich, Connecticut 06830, and the present principal occupation or
employment of each of the GAP Managing Members is as a managing member of GAP.
Each of the GAP Managing Members is a citizen of the United States.
None of the Reporting Persons and none of the above individuals has,
during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in such Reporting Person or individual being subject to a
judgment, decree or final order finding any violation of federal or state
securities laws or enjoining future violations of, or prohibiting or mandating
activities subject to, such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This statement is being filed as a result of the Reporting Persons
entering into a Limited Liability Company Agreement, dated as of December 9,
1999 (the "Agreement"), with Thomas H. Sinton ("Sinton") pursuant to which the
Reporting Persons and Sinton agreed to form InterPro Holdings, LLC, a Delaware
limited liability company ("InterPro Holdings"). The Reporting Persons
beneficially own 50% of the membership interests of InterPro Holdings. Sinton
beneficially owns the remaining 50% of the membership interests in InterPro
Holdings.
In accordance with the terms of the Agreement and pursuant to the
Contribution Agreement, dated December 16, 1999 (the "Contribution Agreement"),
among GAP 39, GAP 59, GAPCO, GAPCO II, Sinton and InterPro Holdings, which is
attached as Exhibit 2 of this Schedule 13D, on December 17, 1999, Sinton
contributed 1,000,000 shares of Common Stock of the Company to InterPro
Holdings.
<PAGE>
742674104 Page 9 of 22 Pages
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock for
investment purposes. From time to time the Reporting Persons may acquire
additional shares of Common Stock or dispose of some or all of the shares of
Common Stock owned by them. None of the Reporting Persons has any other plans
which relate to or would result in any of the items listed in paragraphs (a)
through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, GAP, GAP 39, GAP 59, GAPCO and GAPCO II each
owns of record no shares of Common Stock, 1,851,009 shares of Common Stock, no
shares of Common Stock, 323,190 shares of Common Stock and no shares of Common
Stock, respectively, or 0.0%, 8.0%, 0.0%, 1.4% and 0.0%, respectively, of the
Company's issued and outstanding shares of Common Stock.
By virtue of the fact that (i) the Reporting Persons beneficially own
50% of the membership interests of InterPro Holdings and may designate 50% of
the managers of the Board of Managers of InterPro Holdings and (ii) the GAP
Managing Members are also the general partners authorized and empowered to vote
and dispose of the securities held by GAPCO and GAPCO II, and that GAP is the
general partner of GAP 39 and GAP 59, the Reporting Persons may be deemed to
share voting power and the power to direct the disposition of the shares of
Common Stock owned by each of the Reporting Persons. Accordingly, as of December
17, 1999, each of the Reporting Persons may be deemed to own beneficially an
aggregate of 3,174,199 shares of Common Stock or 13.6% of the Company's issued
and outstanding shares of Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the
vote and the shared power to direct the disposition of the 3,174,199 shares of
Common Stock that may be deemed to be owned beneficially by each of them.
<PAGE>
742674104 Page 10 of 22 Pages
(c) Except as set forth herein, to the knowledge of the Reporting
Persons with respect to the persons named in response to paragraph (a), none of
the persons named in response to paragraph (a) has effected any transactions in
shares of Common Stock during the past 60 days.
(d) No person other than the persons listed 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 securities owned by any member of the group.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to the Securities of the Issuer.
As noted above, the GAP Managing Members are the partners authorized
and empowered to vote and dispose of the securities held by GAPCO and GAPCO II,
and GAP is the partner authorized and empowered to vote the dispose of the
securities held by GAP 39 and GAP 59. Accordingly, GAP and the GAP Managing
Members may, from time to time, consult among themselves and coordinate the
voting and disposition of the Company's shares of Common Stock as well as such
other action taken on behalf of the Reporting Persons with respect to the
Company's shares of Common Stock as they deem to be in the collective interest
of the Reporting Persons.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Agreement relating to the filing of joint
acquisition statements as required by Rule
13d-1(k)(1) under the Securities Exchange Act of
1934, as amended.
Exhibit 2: Contribution Agreement, dated December 16, 1999.
Exhibit 3: Powers of Attorney related to GAP, GAPCO and GAPCO
II.
<PAGE>
742674104 Page 11 of 22 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of December 23, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 39, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 59, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
<PAGE>
742674104 Page 12 of 22 Pages
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
742674104 Page 13 of 22 Pages
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated as of December 23, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 39, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
<PAGE>
742674104 Page 14 of 22 Pages
GENERAL ATLANTIC PARTNERS 59, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
742674104 Page 15 of 22 Pages
EXHIBIT 2 to
Schedule 13D
CONTRIBUTION AGREEMENT, dated as of December 16, 1999, (the
"Agreement") among General Atlantic Partners 39, L.P., a Delaware limited
partnership ("GAP 39"), GAP Coinvestment Partners, L.P., a New York limited
partnership ("GAP Coinvestment"), General Atlantic Partners 59, L.P., a Delaware
limited partnership ("GAP 59"), GAP Coinvestment Partners II, L.P., a Delaware
limited partnership ("GAP Coinvestment II"), Thomas H. Sinton ("Sinton"), and
InterPro Holdings, LLC, a Delaware limited liability company ("LLC").
RECITALS
WHEREAS, GAP 39 owns 3,360,330 shares of Series A Preferred Stock, par
value $.001 per share (the "Series A Preferred Stock"), of InterPro Business
Solutions, Inc., a Delaware corporation (the "Company") and GAP Coinvestment
owns 639,670 shares of Series A Preferred Stock (together with the Series A
Preferred Stock owned by GAP 39, the "GAP Series A Preferred Stock");
WHEREAS, GAP 59 owns 21,094,746 shares of Series B Preferred Stock, par
value $.001 per share (the "Series B Preferred Stock"), of the Company and GAP
Coinvestment II owns 3,905,254 shares of Series B Preferred Stock (together with
the Series B Preferred Stock owned by GAP 59, the "GAP Series B Preferred
Stock") (the GAP Series A Preferred Stock and GAP Series B Preferred Stock are
hereinafter referred to as the "GAP Shares");
WHEREAS, Sinton owns (i) 4,000,000 shares of Series A Preferred Stock
(the "Sinton Series A Preferred Stock") and (ii) 1,000,000 shares of common
stock, par value $.001 per share (the "ProBusiness Shares", together with the
Sinton Series A Preferred Stock, the "Sinton Shares") of ProBusiness Services,
Inc., a Delaware corporation;
WHEREAS, GAP 39, GAP Coinvestment, GAP 59 and GAP Coinvestment II
desire to transfer and contribute the GAP Shares to LLC in exchange for a fifty
percent (50%) membership interest of LLC, and LLC desires to receive such
shares; and
WHEREAS, Sinton desires to transfer and contribute the Sinton Shares to
LLC in exchange for a fifty percent (50%) membership interest of LLC, and LLC
desires to receive such shares.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
<PAGE>
742674104 Page 16 of 22 Pages
8. Contribution. On the terms and subject to the conditions set forth
in this Agreement, GAP 39, GAP Coinvestment, GAP 59 and GAP Coinvestment II
shall assign, convey, transfer and deliver to LLC, as a capital contribution to
LLC, all of its rights, title and interest in the GAP Shares, and Sinton shall
assign, convey, transfer and deliver to LLC, as a capital contribution to LLC,
all of his rights, title, and interest in the Sinton Shares.
9. The Closings.
(a) Simultaneously with the execution hereof, GAP 39, GAP Coinvestment,
GAP 59 and GAP Coinvestment II shall deliver to LLC certificates representing
the GAP Shares, and Sinton shall deliver to LLC certificates representing the
Sinton Series A Preferred Stock, in each case duly endorsed in blank or
accompanied by appropriate instruments of transfer duly endorsed in blank,
together with any other documents that are necessary for LLC to acquire record
and beneficial ownership of the GAP Shares and the Sinton Series A Preferred
Stock.
(b) On the next business day following the date hereof, Sinton shall
deliver to LLC certificates representing the ProBusiness Shares, in each case
duly endorsed in blank or accompanied by appropriate instruments of transfer
duly endorsed in blank, together with any other documents that are necessary for
LLC to acquire record and beneficial ownership of the ProBusiness Shares.
10. Conditions to Closing.
(a) The obligation of Sinton to contribute his ProBusiness Shares to
LLC is conditioned upon (i) the prior contribution of the Sinton Series A
Preferred Stock, the GAP Series A Preferred Stock and the GAP Series B Preferred
Stock to LLC and (ii) the payment in full by the Company of (x) the aggregate
amount outstanding of loans made to the Company by Deutsche Banc Alex. Brown
(including such portion of the loans that are secured by shares of common stock,
par value $.001 per share, of ProBusiness Services, Inc., a Delaware
corporation, owned by Thomas H. Sinton or Affiliates of GAP LLC), (y) the
aggregate amount outstanding of loans made to the Company by GAP 39 and GAP
Coinvestment I.
(b) The respective obligations of GAP 39, GAP 59, GAP Coinvestment and
GAP Coinvestment II to contribute their respective shares of Series A Preferred
Stock and Series B Preferred Stock to LLC is conditioned upon the simultaneous
contribution of the Sinton Series A Preferred Stock to LLC.
11. Further Assurances. Each party hereto shall execute, deliver, file
and record, or cause to be executed, delivered, filed and recorded, such further
agreements, instruments and other documents, and take, or cause to be taken,
such further actions, as the other party hereto may reasonably request as being
necessary or advisable to effect or evidence the transactions contemplated by
this Agreement.
<PAGE>
742674104 Page 17 of 22 Pages
12. Miscellaneous. The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provisions or rule (whether of
the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any other jurisdiction other than the State of
Delaware. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.
[Remainder of the page intentionally left blank]
<PAGE>
742674104 Page 18 of 22 Pages
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by a duly authorized officer of each party hereto as of the date first above
written.
GENERAL ATLANTIC PARTNERS 39, L.P.
By: General Atlantic Partners, LLC,
its general partner
By: /s/ David C. Hodgson
------------------------
Name: David C. Hodgson
Title: A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ David C. Hodgson
------------------------
Name: David C. Hodgson
Title: A General Partner
<PAGE>
742674104 Page 19 of 22 Pages
GENERAL ATLANTIC PARTNERS 59, L.P.
By: General Atlantic Partners, LLC,
its general partner
By: /s/ David C. Hodgson
------------------------
Name: David C. Hodgson
Title: A Managing Member
GAP COINVESTMENT PARTNERS II, L.P.
By: /s/ David C. Hodgson
------------------------
Name: David C. Hodgson
Title: A General Partner
/s/ Thomas H. Sinton
--------------------
Thomas H. Sinton
742674104 Page 20 of 22 Pages
EXHIBIT 3
to SCHEDULE 13D
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing General Partner
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
<PAGE>
742674104 Page 21 of 22 Pages
EXHIBIT 3
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing General Partner
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
<PAGE>
742674104 Page 22 of 22 Pages
EXHIBIT 3
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS II, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street,
Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in
any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership as
fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 1999.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Managing General Partner
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 30th day of December, 1998, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
