UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
-----------------------
BINDVIEW DEVELOPMENT CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
090327107
(CUSIP Number)
PETER L. BLOOM
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 9, 1998
(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).
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Page 1 of 11 Pages
<PAGE>
SCHEDULE 13D
090327107 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX 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 2,910,437
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,910,437
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,910,437
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
090327107 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 44, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX 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 2,910,437
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,910,437
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,910,437
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
090327107 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 2,910,437
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
2,910,437
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,910,437
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
090327107 Page 5 of 11 Pages
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (this "Amendment") is filed by the
undersigned to amend and supplement the Schedule 13D, dated as of August 3,
1996, as amended by Amendment No. 1 to Schedule 13D, dated as of August 10,
1998, with respect to the shares of common stock, no par value per share (the
"Common Stock"), of BindView Development Corporation, a Texas corporation (the
"Company").
Item 1. Security and Issuer.
This Amendment relates to the shares of Common Stock of the
Company. The address of the principal executive offices of the Company is 3355
West Alabama, Suite 1200, Houston, Texas, 77098.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as
follows:
This Amendment 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 44, L.P.,
a Delaware limited partnership ("GAP 44"), and GAP Coinvestment Partners, L.P.,
a New York limited partnership ("GAPCO" and, collectively with GAP and GAP 44,
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 44 is GAP. The managing members
of GAP are Steven A. Denning, Peter L. Bloom, David C. Hodgson, Stephen P.
Reynolds, J. Michael Cline, William O. Grabe, William E. Ford and Franchon M.
Smithson (collectively,
<PAGE>
090327107 Page 6 of 11 Pages
the "GAP Managing Members"). The GAP Managing Members are also the general
partners of GAPCO. The business address of each of the GAP Managing Members is 3
Pickwick 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 or subject to any 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.
Unchanged.
Item 4. Purpose of Transaction.
Unchanged.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as
follows:
(a) As of the date hereof, GAP, GAP 44 and GAPCO each own of
record no shares of Common Stock, 2,027,613 shares of Common Stock and 882,824
shares of Common Stock, respectively, or 0%, 10.2% and 4.4%, respectively, of
the Company's issued and outstanding shares of Common Stock.
By virtue of the fact that the GAP Managing Members are also
the general partners authorized and empowered to vote and dispose of the
securities held by
<PAGE>
090327107 Page 7 of 11 Pages
GAPCO, and that GAP is the general partner of GAP 44, the Reporting Persons may
be deemed to share voting power and the power to direct the disposition of the
shares of Common Stock which each owns of record. Accordingly, as of the date
hereof, each of the Reporting Persons may be deemed to own beneficially an
aggregate of 2,910,437 shares of Common Stock or 14.6% 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 2,910,437
shares of Common Stock that may be deemed to be owned beneficially by each of
them.
(c) On December 9, 1998, in a secondary offering of shares of
Common Stock by the Company, GAP 44 sold an aggregate of 1,626,367 shares of
Common Stock, at a price per share of $19.95, for an aggregate purchase price of
$32,446,021.65. Thereafter, on December 28, 1998, in connection with the
exercise by the several underwriters of their overallotment option with respect
to such secondary offering, GAP 44 sold an aggregate of 256,677 shares of Common
Stock, at a price per share of $19.95, for an aggregate purchase price of
$5,120,706.15.
(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.
<PAGE>
090327107 Page 8 of 11 Pages
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to the Issuer.
Unchanged.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Power of Attorney dated December 30, 1998,
appointing Thomas J. Murphy Attorney-In-Fact for
General Atlantic Partners, LLC.
Exhibit 2: Power of Attorney dated December 30, 1998,
appointing Thomas J. Murphy Attorney-In-Fact for
GAP Coinvestment Partners, L.P.
<PAGE>
090327107 Page 9 of 11 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 January 5, 1999.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 44, 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
090327107 Page 10 of 11 Pages
EXHIBIT 1
to AMENDMENT NO. 2
to SCHEDULE 13D
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
December 30, 1998
POWER OF ATTORNEY
-----------------
The undersigned, General Atlantic Partners, LLC, a Delaware limited
liability company, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Company"), by its Executive Managing
Member, 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 Company (on
its own behalf and in its capacity as a general partner of any limited
partnership), as fully to all intents and purposes as a Managing Member 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.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Executive Managing Member
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
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NOTARY PUBLIC
My commission expires August 31, 2001
090327107 Page 11 of 11 Pages
EXHIBIT 2
to AMENDMENT NO. 2
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
