UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
BOOLE & BABBAGE, INC.
---------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
-----------------------------------
(Title of Class of Securities)
098586100
--------------------
(CUSIP Number)
March 6, 1998
-----------------------------------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 disclosure
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).
Continued on following page(s)
Page 1 of 20 Pages
Exhibit Index: Page 16
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 2 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 960,891
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 960,891
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
960,891
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.15%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 3 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 960,891
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 960,891
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
960,891
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
5.15%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 4 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 47,667
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 47,667
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
47,667
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.25%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 5 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 23,833
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 23,833
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
23,833
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.13%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 6 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 71,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 71,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
71,500
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.38%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 7 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 71,500
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 71,500
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
71,500
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (11)
.38%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098586100 Page 8 of 20 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
PURNENDU CHATTERJEE (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,032,381
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,032,381
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,032,381
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
5.53%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 9 of 20 Pages
Item 1(a) Name of Issuer:
Boole & Babbage, Inc. (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
3131 Zanker Road, San Jose, CA 95134.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Winston Partners, L.P., a Delaware limited partnership
("Winston L.P.");
ii) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
iii) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
iv) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
v) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
vi) Chatterjee Management Company, a Delaware corporation
("Chatterjee Management"); and
iii) Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to Shares (as defined herein) held
for the accounts of Winston L.P., Winston LDC and Winston LLC.
CFM is a Delaware limited partnership and the general
partner of Winston L.P. Dr. Chatterjee is the sole general partner of CFM.
Chatterjee Advisors, a Delaware limited liability company
that is managed and controlled by Dr. Chatterjee, serves as the manager, and is
responsible for supervising the operations, of each of Winston LDC and Winston
LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC.
Chatterjee Management, a Delaware corporation that is
managed and controlled by Dr. Chatterjee, serves as investment advisor to each
of Winston LDC and Winston LLC pursuant to investment management contracts
between Chatterjee Management, Chatterjee Advisors and each of Winston LDC and
Winston LLC.
Chatterjee Advisors, as the manager of each of Winston LDC
and Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power over securities held for the accounts of Winston LDC and
Winston LLC, may each be deemed to be the beneficial owner of securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC.
<PAGE>
Page 10 of 20 Pages
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of Winston LDC
is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles. The address of
the principal business office of each of Winston L.P., CFM, Winston LLC,
Chatterjee Advisors, Chatterjee Management and Dr. Chatterjee is 888 Seventh
Avenue, 30th Floor, New York, NY 10106.
Item 2(c) Citizenship:
i) Winston L.P. is a Delaware limited partnership;
ii) CFM is a Delaware limited partnership;
iii) Winston LDC is a Cayman Islands exempted limited
duration company;
iv) Winston LLC is a Delaware limited liability company;
v) Chatterjee Advisors is a Delaware limited liability
company;
vi) Chatterjee Management is a Delaware corporation; and
vii) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $0.001 par value (the "Shares").
Item 2(e) CUSIP Number:
098586100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
<PAGE>
Page 11 of 20 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of March 5, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
(i) Each of Winston L.P. and CFM may be deemed the
beneficial owner of the 960,891 Shares held for
the account of Winston L.P.
(ii) Winston LDC may be deemed the beneficial owner of
47,667 Shares held for its account.
(iii)Winston LLC may be deemed the beneficial owner of
23,833 Shares held for its account.
(iv) Each of Chatterjee Management and Chatterjee
Advisors may be deemed the beneficial owner of
71,500 Shares. This number consists of (A) 47,667
Shares held for the account of Winston LDC and (B)
23,833 Shares held for the account of Winston LLC.
(v) Dr. Chatterjee may be deemed the beneficial owner
of 1,032,391 Shares. This number consists of (A)
71,500 Shares which Chatterjee Management and
Chatterjee Advisors may be deemed to own
beneficially and (B) 960,891 Shares held for the
account of Winston L.P.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of Winston L.P.
and CFM may be deemed to be the beneficial owner
constitutes approximately 5.15% of the total
number of Shares outstanding.
(ii) The number of Shares of which Winston LDC may be
deemed to be the beneficial owner constitutes
approximately .25% of the total number of Shares
outstanding.
(iii)The number of Shares of which Winston LLC may be
deemed to be the beneficial owner constitutes
approximately .13% of the total number of Shares
outstanding.
(iv) The number of Shares of which each of Chatterjee
Advisors and Chatterjee Management may be deemed
to be the beneficial owner constitutes
approximately .38% of the total number of Shares
outstanding.
(v) The number of Shares of which Dr. Chatterjee may
be deemed to be the beneficial owner constitutes
approximately 5.53% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 960,891
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 960,891
<PAGE>
Page 12 of 20 Pages
(iv) Shared power to dispose or to direct the disposition of: 0
CFM
---
(i) Sole power to vote or to direct the vote: 960,891
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 960,891
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 47,667
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 47,667
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 23,833
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 23,833
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 71,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 71,500
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 71,500
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 71,500
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 13 of 20 Pages
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 1,032,381
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,032,381
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The partners of Winston L.P. have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, held for the account of Winston L.P. in accordance with their
partnership interests in Winston L.P.
(ii) The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LDC in accordance with their ownership interests in
Winston LDC.
(iii)The members of Winston LLC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LLC in accordance with their ownership interests in
Winston LLC.
Each of Winston L.P. and CFM expressly disclaims beneficial ownership
of any Shares held directly for the accounts of Winston LDC and Winston LLC.
Winston LDC expressly disclaims beneficial ownership of any Shares held directly
for the accounts of Winston L.P. and Winston LLC. Winston LLC expressly
disclaims beneficial ownership of any Shares held directly for the accounts of
Winston L.P. and Winston LDC. Each of Chatterjee Advisors and Chatterjee
Management expressly disclaims beneficial ownership of any Shares held directly
for the accounts of Winston L.P.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best
of his/its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
<PAGE>
Page 14 of 20 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: March 6, 1998 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
Date: March 6, 1998 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 15 of 20 Pages
Date: March 6, 1998 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
Date: March 6, 1998 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 16 of 20 Pages
EXHIBIT INDEX
Page
----
A. Power of Attorney dated May 31, 1995 granted by Dr.
Purnendu Chatterjee in favor of Mr. Peter
Hurwitz................................................ 17
B. Power of Attorney dated October 25, 1996 granted by
Winston Partners II LDC in favor of Mr. Peter
Hurwitz................................................ 18
C. Joint Filing Agreement dated March 6, 1998 by and among
Winston Partners, L.P., Chatterjee Fund Management,
L.P., Winston Partners II LDC, Winston Partners II LLC,
Chatterjee Advisors LLC, Chatterjee Management Company
and Dr. Purnendu Chatterjee............................ 19
Page 17 of 20 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney-in-fact for the
purpose of executing in my name or in my personal capacity all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder,
including: (1) all documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of
the Act including, without limitation: (a) any acquisition statements on
Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing
agreements pursuant to Rule 13(d)-1(f) and (c) any initial statements of, or
statements of changes in, beneficial ownership of securities on Form 3, Form 4
or Form 5 and (2) any information statements on Form 13F required to be filed
with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 31st day of May,
1995.
/s/ Purnendu Chatterjee
-----------------------------
PURNENDU CHATTERJEE
Page 18 of 20 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners II LDC
(the "Company"), a Cayman Islands exempted limited duration company, hereby
makes, constitutes and appoints PETER A. HURWITZ as the Company's agent and
attorney in fact for the purpose of executing on behalf of the Company, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by the
Company.
IN WITNESS WHEREOF, the Company has executed this instrument this 25th day of
October, 1996.
WINSTON PARTNERS II LDC
By: /s/ Kieran Conroy /s/ Wiekert Weber
---------------------------------------
Name: Kieran Conroy / Wiekert Weber
Page 19 of 20 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Boole & Babbage Inc. dated as of March 6, 1998
is, and any amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: March 6, 1998 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
General Partner
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
-----------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
Date: March 6, 1998 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Manager
<PAGE>
Page 20 of 20 Pages
Date: March 6, 1998 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
Date: March 6, 1998 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
