UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
-----------------------
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)
-----------------------
August 18, 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 1 of 22 Pages
<PAGE>
SCHEDULE 13D
090327107 Page 2 of 22 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 1,254,432
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,254,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,432
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
090327107 Page 3 of 22 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 1,254,432
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,254,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,432
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
090327107 Page 4 of 22 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 1,254,432
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,254,432
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,432
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
090327107 Page 5 of 22 Pages
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 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, Amendment No. 2, dated as of January 5, 1999, and Amendment No. 3 dated as
of June 2, 1999, 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, J. Michael Cline,
<PAGE>
090327107 Page 6 of 22 Pages
William O. Grabe, William E. Ford and Franchon M. Smithson (collectively, 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, 1,007,781 shares of Common Stock and 246,651 shares of
Common Stock, respectively, or 0%, 4.4% and 1.1%, respectively, of the Company's
issued and outstanding shares of Common Stock.
<PAGE>
090327107 Page 7 of 22 Pages
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 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 1,254,432 shares of Common Stock or 5.5% 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 1,254,432 shares of
Common Stock that may be deemed to be owned beneficially by each of them.
(c) In July 1999 each of GAP 44 and GAPCO sold the following number of
shares on the dates and for the aggregate proceeds listed below:
Reporting Persons Date Shares Sold Proceeds
- ----------------- ---- ----------- --------
GAP 44 27-July-99 8,297 $191,267
GAPCO 27 July-99 110,776 $2,553,664
GAP 44 28-July-99 3,754 $87,515
GAPCO 28-July-99 1,246 $29,047
-------- -------
Total 124,073 $2,861,493
======= ==========
In addition, pursuant to the Purchase Agreement, dated August 18, 1999
(the "Purchase Agreement"), among CIBC World Markets Corp. ("CIBC"), GAP 44,
GAPCO and JMI Equity Fund III, L.P., each of GAP 44 and GAPCO agreed to sell to
CIBC, 1,007,781 and 246,651 shares of Common Stock, respectively, (collectively,
the "Shares") at a price of $19.25 per share for an aggregate sale price of
$19,399,784.25 and
<PAGE>
090327107 Page 8 of 22 Pages
$4,748,031.75, respectively. The shares of Common Stock sold by GAP 44 and GAPCO
to CIBC were registered pursuant to an effective Registration Statement on Form
S-3 (SEC File No. 333-84267) filed by the Company (the "Registration
Statement"). The transaction was privately negotiated. A copy of the Purchase
Agreement is attached hereto as Exhibit 1.
(d) No person other than the persons listed is known to have the ight
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 Issuer.
In connection with the closing of the transaction contemplated by the
Purchase Agreement, on August 11, 1999, each of GAP 44 and GAPCO entered into a
Lock-Up Letter (the "Letters") with the Company pursuant to which, subject to
the terms and conditions thereof, and to induce the Company to include the
Shares in the Registration Statement, each of GAP 44 and GAPCO agreed not to
sell or transfer its shares of Common Stock for one year following the effective
date of the Registration Statement without the written consent of the Company. A
copy of each Letter is attached hereto as Exhibit 2 and Exhibit 3, respectively.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Purchase Agreement dated August 18, 1999.
Exhibit 2: Lock-Up Letter, dated August 11, 1999 between the Company
and GAP 44.
Exhibit 3: Lock-Up Letter, dated August 11, 1999 between the Company
and GAPCO.
<PAGE>
090327107 Page 9 of 22 Pages
Exhibit 4: Joint Filing Agreement, relating the filing of joint.
Exhibit 5: Power of Attorney dated December 30, 1998, appointing
Thomas J. Murphy Attorney-In-Fact for General Atlantic
Partners, LLC.
Exhibit 6: Power of Attorney dated December 30, 1998, appointing
Thomas J. Murphy Attorney-In-Fact for GAP Coinvestment
Partners, L.P.
<PAGE>
090327107 Page 10 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 August 20, 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
EXHIBIT 1
to AMENDMENT NO. 4
to SCHEDULE 13D
BindView Development Corporation
Common Stock
PURCHASE AGREEMENT
August 18, 1999
CIBC World Markets Corp.
One World Financial Center
New York, New York 10281
Ladies and Gentlemen:
Each of General Atlantic Partners 44, L.P., a limited partnership
organized under the laws of Delaware ("GAP 44"), GAP Coinvestment Partners, L.P.
("GAPCo."), a limited partnership organized under the laws of New York, and JMI
Equity Fund III, L.P., a limited partnership organized under the laws of
Delaware ("JMI") (the "Selling Stockholders"), propose, subject to the terms and
conditions contained herein, to severally sell to you ("CIBC"), 1,007,781
shares, 246,651 shares and 900,000 shares, respectively (the "Shares"), of the
Common Stock no par value per share (the "Common Stock"), of BindView
Development Corporation, a corporation organized under the laws of Texas (the
"Company").
1. Sale and Purchase of the Shares.
On the basis of the representations, warranties and agreements
contained in, and subject to the terms and conditions of, this Agreement:
(a) GAP 44 agrees to sell to CIBC, and CIBC agrees to purchase
from GAP 44, at a net price of $19.25 per share (the "Price") 1,007,781 Shares;
(b) GAPCo. agrees to sell to CIBC, and CIBC agrees to purchase
from GAPCo., at the Price, 246,651 Shares; and
(c) JMI agrees to sell to CIBC, and CIBC agrees to purchase
from JMI, at the Price, 900,000 Shares.
<PAGE>
2. Delivery and Payment. Delivery by the Selling Stockholders of the
Shares to CIBC for its account, and payment of the purchase price by wire
transfer of immediately available funds to the Selling Stockholders for the
Shares purchased from the Selling Stockholders, against delivery of the
respective certificates therefor to CIBC, shall take place at the offices of
CIBC World Markets Corp., One World Financial Center, New York, New York 10281,
at 10:00 a.m., New York City time, on the third business day following the date
of this Agreement, or at such time on such other date, not later than 10
business days after the date of this Agreement, as shall be agreed upon by the
Selling Stockholders and CIBC (such time and date of delivery and payment are
called the "Closing Date").
3. Representations and Warranties of the Selling Stockholders. Each of
GAP 44, GAPCo. and JMI hereby severally and not jointly represents and warrants
to CIBC as follows:
(a) This Agreement has been duly authorized, executed and
delivered by it and, assuming due authorization, execution and delivery by CIBC,
constitutes its valid and legally binding agreement, enforceable against it in
accordance with its terms.
(b) The execution and delivery by it of this Agreement and the
performance by it of its obligations under this Agreement (i) will not
contravene any provision of applicable law, statute, regulation, or any
agreement or other instrument binding upon it or any judgment, order or decree
of any governmental body, agency or court having jurisdiction over it or (ii)
does not require any consent, approval, authorization or order of or
registration or filing with any court or governmental agency or body having
jurisdiction over it, except such as may be required by applicable securities
laws and have been obtained or made.
(c) It has, and on the Closing Date will have, valid and
marketable title to the Shares to be sold by it free and clear of any lien,
claim, security interest or other encumbrance, including, without limitation,
any restriction on transfer, contractual or otherwise.
(d) It has, and on the Closing Date will have, full legal
right and power to sell, assign, transfer and deliver the Shares to be sold by
it to CIBC in the manner provided by this Agreement.
(e) Upon delivery of and payment for the Shares to be sold by
such Selling Stockholder pursuant to this Agreement, CIBC will receive valid and
marketable title to such Shares free and clear of any lien, claim, security
interest or other encumbrance.
(f) The sale of Shares by it pursuant to this Agreement is not
prompted by its knowledge of any material information concerning the Company or
its Subsidiaries which is not set forth in the Registration Statement on Form
S-3 (SEC File No. 333-84267) (the "Registration Statement") and related
Prospectus, as amended or supplemented prior to the Closing Date (the
"Prospectus"), covering the transactions contemplated hereby.
<PAGE>
4. Conditions of the CIBC Obligations. The obligation of CIBC to
purchase the Shares is subject to each of the following terms and conditions:
(a) Notification that the Registration Statement has become
effective shall have been received by CIBC and a Prospectus Supplement in form
and substance reasonably satisfactory to CIBC setting forth, among other things,
the terms of the sale and plan of distribution of the Shares and naming CIBC as
an additional selling shareholder shall have been timely filed with the
Commission pursuant to Rule 424 (b) under the Securities Act of 1933, as
amended.
(b) No order preventing or suspending the use of the
Prospectus (and Prospectus Supplement) shall have been or shall be in effect and
no order suspending the effectiveness of the Registration Statement shall be in
effect and no proceedings for such purpose shall be pending before or threatened
by the Securities and Exchange Commission (the "Commission"), and any requests
for additional information on the part of the Commission (to be included in the
Registration Statement or the Prospectus or otherwise) shall have been complied
with to the satisfaction of the Commission and CIBC.
(c) The several representations and warranties of the Selling
Stockholders contained in this Agreement shall be true and correct when made and
on and as of the Closing Date as if made on such date. The Selling Stockholders
shall have performed all covenants and agreements to be performed by them and
all the conditions contained in this Agreement required to be performed or
satisfied by the Selling Stockholders shall be satisfied at or before such
Closing Date.
5. Termination. This Agreement may be terminated with respect to the
Shares to be purchased on the Closing Date by CIBC by notifying the Selling
Stockholders:
(a) in the discretion of CIBC at any time on or before the
Closing Date: (i) if on or prior to such date, any domestic or international
event or act or occurrence or change in general political or economic conditions
has materially disrupted the securities markets in the United States such as to
make it, in the judgment of CIBC, inadvisable or impracticable to resell the
Shares; (ii) if there has occurred any new outbreak or material escalation of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the judgment of CIBC,
inadvisable to proceed with the transactions contemplated hereby; (iii) if
trading in the Shares has been suspended by the Commission or trading generally
on the New York Stock Exchange, Inc., on the American Stock Exchange, Inc. or
the Nasdaq National Market has been suspended or limited, or minimum or maximum
ranges for prices for securities shall have been fixed, or maximum ranges for
prices for securities have been required, by said exchanges or by order of the
Commission, the National Association of Securities Dealers, Inc., or any other
governmental or regulatory authority; or (iv) if a banking moratorium has been
declared in the State of New York by the State of New York or Federal authority;
or
<PAGE>
(b) at or before the Closing Date, that any of the conditions
specified in Section 4 shall not have been fulfilled when and as required by
this Agreement.
6. Miscellaneous. The respective representations, warranties and
agreements of the Selling Stockholders and of CIBC set forth in or made pursuant
to this Agreement shall remain in full force and effect, regardless of any
investigation made by or on behalf of CIBC or the Selling Stockholders or any of
their respective officers, directors or affiliates and shall survive delivery of
and payment for the Shares.
This Agreement has been and is made for the benefit of CIBC and the
Selling Stockholders and their respective successors and assigns and no other
person shall acquire or have any right under or by virtue of this Agreement. The
term "successors and assigns" shall not include any purchaser of Shares from
CIBC merely because of such purchase.
All notices and communications hereunder shall be in writing and mailed
or delivered or made by telephone or telegraph if subsequently confirmed in
writing, (a) if to CIBC, c/o CIBC World Markets Corp., One World Financial
Center, New York, New York 10281, Telecopy: (212) 667-5730, Attention: William
Schreier, with a copy to Howard L. Shecter, Esq., Morgan, Lewis & Bockius LLP,
101 Park Avenue, New York, New York 10178 and (b) if to the Selling
Stockholders, (i) if to GAP 44 or GAPCo., c/o General Atlantic Service
Corporation, 3 Pickwick Plaza, Greenwich, Connecticut 06830, Telecopy: (203)
622-8818, Attention: Peter L. Bloom and Mr. Thomas J. Murphy, and (ii) if to
JMI, c/o JMI Equity Fund III, L.P., 12860 High Bluff Road, Suite 200, San Diego,
California 92130, Telecopy: (619) 259- 4843, Attention: Charles E. Noell, III.
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflict of
laws.
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
<PAGE>
Please confirm that the foregoing correctly sets forth the agreement
among us.
Very truly yours,
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
JMI EQUITY FUND III, L.P.
By: JMI ASSOCIATES III, L.L.C.
Its General Partner
By: /s/ Charles Noell III
-------------------------
Name: Charles Noell III
Title: Managing Member
CIBC WORLD MARKETS CORP.
By: /s/ William S. Schreier
---------------------------
Name: William S. Schreier
Title: Managing Director
EXHIBIT 2
to AMENDMENT NO. 4
to SCHEDULE 13D
LOCK-UP LETTER
August 11, 1999
BindView Development Corporation
5151 San Felipe, 22nd Floor
Houston, Texas 77056
Ladies and Gentlemen:
The undersigned understands that BindView Development Corporation (the
"Company") has prepared and filed a Registration Statement on Form S-3 (the
"Registration Statement") registering the offering and sale by certain
shareholders of the Company of shares of the Common Stock, no par value per
share, of the Company (the "Common Stock").
To induce the Company to permit the undersigned to include shares of
Common Stock held by it in the Registration Statement, the undersigned hereby
agrees that, without the prior written consent of the Company, it will not,
during the period commencing on the effective date of the Registration Statement
and ending on the first anniversary of the effective date of the Registration
Statement, offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock.
The foregoing provisions shall not apply to the sale or other transfer
of shares of Common Stock in connection with a sale of the Company (by merger or
otherwise) or (a) by way of testate or intestate succession or by operation of
law, (b) to charitable organizations or (c) by way of partnership, corporate,
trust or similar distributions or (d) to any associate (as such term is defined
in Rule 12b2 of the Securities Exchange Act of 1934) of the undersigned;
provided that, prior to any
<PAGE>
such sale or other transfer of shares of Common Stock, any such transferee
referred to in clauses (a) through (d) above agrees in writing to the
restrictions on transfer set forth herein.
In the event that the Registration Statement does not become effective
and the undersigned does not sell all of its shares of Common Stock registered
thereunder on or before September 1, 1999, this Lock-Up Agreement shall
terminate and be of no further force or effect, provided that if this Lock-Up
Agreement terminates, then the Company may amend the Registration Statement to
deregister the excess of the number of shares of Common Stock being offered and
sold by the undersigned pursuant to the Registration Statement less the number
of shares of Common Stock held by the undersigned that have previously been
offered and sold pursuant to the Registration Statement.
Very truly yours,
General Atlantic Partners 44, L.P.
By: General Atlantic Partners, LLC,
its general partner
By: /s/ Franchon M. Smithson
-----------------------------
Name: Franchon M. Smithson
Title: A Managing Member
Address:
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
EXHIBIT 3
to AMENDMENT NO. 4
to SCHEDULE 13D
LOCK-UP LETTER
August 11, 1999
BindView Development Corporation
5151 San Felipe, 22nd Floor
Houston, Texas 77056
Ladies and Gentlemen:
The undersigned understands that BindView Development
Corporation (the "Company") has prepared and filed a Registration
Statement on Form S-3 (the "Registration Statement") registering the
offering and sale by certain shareholders of the Company of shares of
the Common Stock, no par value per share, of the Company (the "Common
Stock").
To induce the Company to permit the undersigned to include
shares of Common Stock held by it in the Registration Statement, the
undersigned hereby agrees that, without the prior written consent of
the Company, it will not, during the period commencing on the effective
date of the Registration Statement and ending on the first anniversary
of the effective date of the Registration Statement, offer, pledge,
sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock.
The foregoing provisions shall not apply to the sale or other
transfer of shares of Common Stock in connection with a sale of the
Company (by merger or otherwise) or (a) by way of testate or intestate
succession or by operation of law, (b) to charitable organizations or
(c) by way of partnership, corporate, trust or similar distributions or
(d) to any associate (as such term is defined in Rule12b2 of the
<PAGE>
Securities Exchange Act of 1934) of the undersigned; provided that,
prior to any such sale or other transfer of shares of Common Stock, any
such transferee referred to in clauses (a) through (d) above agrees in
writing to the restrictions on transfer set forth herein.
In the event that the Registration Statement does not become
effective and the undersigned does not sell all of its shares of Common
Stock registered thereunder on or before September 1, 1999, this
Lock-Up Agreement shall terminate and be of no further force or effect,
provided that if this Lock-Up Agreement terminates, then the Company
may amend the Registration Statement to deregister the excess of the
number of shares of Common Stock being offered and sold by the
undersigned pursuant to the Registration Statement less the number of
shares of Common Stock held by the undersigned that have previously
been offered and sold pursuant to the Registration Statement.
Very truly yours,
GAP Coinvestment Partners, L.P.
By: /s/ Franchon M. Smithson
-----------------------------
Name: Franchon M. Smithson
Title: A General Partner
Address:
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
EXHIBIT 4
to AMENDMENT NO. 4
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(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: August 13, 1999
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 18, 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 43, L.P.
<PAGE>
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: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
EXHIBIT 5
to AMENDMENT NO. 4
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
-----------------
NOTARY PUBLIC
My commission expires August 31, 2001
EXHIBIT 6
to AMENDMENT NO. 4
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
