<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Indus International, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45578L100
---------------------------
(CUSIP Number)
Stephen Distler
466 Lexington Ave
New York, NY 10017
(212) 878-0600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 25, 1997
---------------------------
(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(b)(3) or (4), check the following box [_].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. 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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 2 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON Warburg, Pincus Investors, L.P.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.D. # 13-3549187
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
5
2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
12,952,609
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,952,609
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,952,609
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(SEE INSTRUCTIONS)
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
34.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 3 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON E.M. Warburg, Pincus & Co., LLC
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.D. # 13-3536050
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
5
2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
12,952,609
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,952,609
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,952,609
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(SEE INSTRUCTIONS)
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
34.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
OO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 4 OF 13 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON Warburg, Pincus & Co.
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.D. # 13-6358475
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
5
2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
12,952,609
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
12,952,609
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,952,609
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
(SEE INSTRUCTIONS)
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
34.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
Amendment No. 1
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 5 OF 13 PAGES
- ----------------------- ---------------------
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of
1934, as amended, this Amendment No. 1 restates and amends the Schedule 13
filed on September 4, 1997 by Warburg, Pincus Investors, L.P. Warburg, Pincus
& Co. and E.M. Warburg, Pincus & Co., LLC.
Item 1.
Security and Issuer.
-------------------
The title of the class of securities to which this Schedule 13D relates is
Common Stock, par value $0.001 per share ("Issuer Common Stock"), of Indus
International, Inc., a Delaware corporation ("Issuer"). The principal
executive offices of the Issuer are located at 60 Spear Street, San Francisco,
CA 94105.
Item 2.
Identity and Background.
-----------------------
This statement is filed by and on behalf of (a) Warburg, Pincus Investors,
L.P., a Delaware limited partnership ("WPI"); (b) Warburg, Pincus & Co., a New
York general partnership ("WP"); and (c) E.M. Warburg, Pincus & Co., LLC, a New
York limited liability company ("EMW LLC") which manages WPI. WP, the sole
general partner of WPI has a 20% interest in the profits of WPI. Lionel I.
Pincus is the managing partner of WP and the managing member of EMW LLC and may
be deemed to control both WP and EMW LLC. The members of EMW LLC are
substantially the same as the partners of WP. William H. Janeway and Joseph P.
Landy, directors of the Company, are each Managing Directors and members of EMW
LLC and general partners of WP. Each of Messrs. Janeway and Landy disclaims
beneficial ownership for purposes of Rule 13d-3 under the Securities Exchange
Act of 1934. The business address of each of the foregoing is 466 Lexington
Avenue, New York, NY, 10017.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 6 OF 13 PAGES
- ----------------------- ---------------------
SCHEDULE I
Set forth below is the name, position and present principal occupation
of each of the general partners of Warburg, Pincus & Co. ("WP") and each of
the members of E.M. Warburg, Pincus & Co., LLC ("EMW"). The sole general
partner of Warburg, Pincus Investors, L.P. ("WPI") is WP. WP, EMW and WPI are
hereinafter collectively referred to as the "Reporting Entities." Except as
otherwise indicated, the business address of each of such persons is 466
Lexington Avenue, New York, New York 10017, and each of such persons is a
citizen of the United States.
General Partners of WP
----------------------
Present Principal Occupation
Name in Addition to Position with WP
- ---- -------------------------------
Susan Black Managing Director and Member, EMW
Christopher W. Brody Managing Director and Member, EMW
Harold Brown Senior Managing Director and Member,
EMW
Errol M. Cook Managing Director and Member, EMW
W. Bowman Cutler Managing Director and Member, EMW
Elizabeth B. Dater Managing Director and Member, EMW
Stephen Distler Managing Director, Member and
Treasurer, EMW
Harold W. Ehrlich Managing Director and Member, EMW
Louis G. Elson Managing Director and Member, EMW
John L. Furth Vice Chairman of the Board and
Member, EMW
Stewart K.P. Gross Managing Director and Member, EMW
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 7 OF 13 PAGES
- ----------------------- ---------------------
Patrick T. Hackett Managing Director and Member, EMW
Jeffrey A. Harris Managing Director and Member, EMW
Robert S. Hillas Managing Director and Member, EMW
A. Michael Hoffman Managing Director and Member, EMW
William H. Janeway Managing Director and Member, EMW
Douglas M. Karp Managing Director and Member, EMW
Charles R. Kaye Managing Director and Member, EMW
Henry Kressel Managing Director and Member, EMW
Joseph P. Landy Managing Director and Member, EMW
Sidney Lapidus Managing Director and Member, EMW
Kewsong Lee Managing Director and Member, EMW
Reuben S. Leibowitz Managing Director and Member, EMW
Brady T. Lipp Managing Director and Member, EMW
Stephen J. Lurito Managing Director and Member, EMW
Spencer S. Marsh III Managing Director and Member, EMW
Lynn C. Martin Managing Director and Member, EMW
Edward J. McKninley Managing Director and Member, EMW
Rodman W. Moorhead III Senior Managing Director and
Member, EMW
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 8 OF 13 PAGES
- ----------------------- ---------------------
Howard H. Newman Managing Director and Member, EMW
Gary D. Nusbaum Managing Director and Member, EMW
Anthony G. Orphanos Managing Director and Member, EMW
Dalip Pathhak Managing Director and Member, EMW
Daphne D. Philipson Managing Director and Member, EMW
Lionel I. Pincus Chairman of the Board, CEO,
and Managing Member, EMW; and
Managing Partner, Pincus & Co.
Eugene L. Podsiadlo Managing Director and Member, EMW
Ernest H. Pomerantz Managing Director and Member, EMW
Brian S. Posner Managing Director and Member, EMW
Arnold M. Reichman Managing Director and Member, EMW
Roger Reinlieb Managing Director and Member, EMW
John D. Santoleri Managing Director and Member, EMW
Steven G. Schneider Managing Director and Member, EMW
Sheila N. Scott Managing Director and Member, EMW
Peter Stalker III Managing Director and Member, EMW
David A. Tanner Managing Director and Member, EMW
James E. Thomas Managing Director and Member, EMW
John L. Vogelstein Vice Chairman of the Board and
Member, EMW
Elizabeth H. Weatherman Managing Director and Member, EMW
George U. Wyper Managing Director and Member, EMW
Pincus & Co.*
NL & Co.**
* Pincus & Co. is a New York limited partnership whose primary activity is
its ownership interest in WP and EMW.
** NL & Co. is a New York limited partnership whose primary activity is its
ownership interest in WP.
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP NO. 45578L100 PAGE 9 OF 13 PAGES
- ----------------------- -----------------------
Members of EMW
--------------
Present Principal Occupation in
Name Addition to Position with EMW
- ---- -------------------------------
Susan Black Partner, WP
Christopher W. Brody Partner, WP
Harold Brown Partner, WP
Dale C. Christensen \1\ Partner, WP
Errol M. Cook Partner, WP
W. Bowman Cutter Partner, WP
Elizabeth B. Dater Partner, WP
Stephen Distler Partner, WP
P. Nicholas Edwards \2\
Harold W. Ehrlich Partner, WP
Louis G. Elson Partner, WP
John L. Furth Partner, WP
Stewart K.P. Gross Partner, WP
Patrick T. Hackett Partner, WP
Jeffrey A. Harris Partner, WP
Robert S. Hillas Partner, WP
A. Michael Hoffman Partner, WP
William H. Janeway Partner, WP
Douglas M. Karp Partner, WP
Charles R. Kaye Partner, WP
Richard H. King \2\
- ---------------------
\1\ Citizen of Canada
\2\ Citizen of United Kingdom
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP NO. 45578L100 PAGE 10 OF 13 PAGES
- ----------------------- -----------------------
Henry Kressel Partner, WP
Joseph P. Landy Partner, WP
Sidney Lapidus Partner, WP
Kewsong Lee Partner, WP
Reuben S. Liebowitz Partner, WP
Brady T. Lipp Partner, WP
Stephen J. Lurito Partner, WP
Spencer S. Marsh III Partner, WP
Lynn C. Martin Partner, WP
Edward J. McKinley Partner, WP
Rodman W. Moorhead III Partner, WP
Howard H. Newman Partner, WP
Gary D. Nusbaum Partner, WP
Anthony G. Orphanos Partner, WP
Dalip Pathak Partner, WP
Philip C. Percival \2\
Daphne D. Philipson Partner, WP
Lionel I Pincus Managing Partner, WP;
and Managing Partner,
Pincus & Co.
Eugene L. Podsiadlo Partner, WP
Ernest H. Pomerantz Partner, WP
Brian S. Posner Partner, WP
Arnold M. Reichman Partner, WP
Roger Reinlieb Partner, WP
John D. Santoleri Partner, WP
Sheila N. Scott Partner, WP
Steven G. Schneider Partner, WP
Dominic H. Shorthouse /2/
Peter Stalker III Partner, WP
Chang Q. Sun \3\
David A. Tanner Partner, WP
James E. Thomas Partner, WP
John L. Vogelstein Partner, WP
Elizabeth H. Weatherman Partner, WP
George U. Wyper Partner, WP
Pincus & Co. *
* Pincus & Co. is a New York limited partnership whose primary activity is its
ownership interest in WP and EMW.
- -------------------------
\3\ Citizens of People's Republic of China
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 11 OF 13 PAGES
- ----------------------- ---------------------
Item 3.
Source and Amount of Funds or Other Consideration
-------------------------------------------------
All of the securities of the Issuer disclosed on the cover page of this
Schedule 13D were acquired as a result of the combination of The Indus Group,
Inc., a California corporation ("Indus"), and TSW International, Inc., a
Georgia corporation ("TSW"), pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of June 5, 1997, and amended on July 21, 1997, by and
among Indus, Issuer and TSW.
As a result of the combination, Indus Sub, Inc., a California
corporation and wholly-owned subsidiary of Issuer ("Indus Sub"), merged with
and into Indus, with Indus as a surviving corporation, and (a) each
outstanding share of common stock of Indus ("Indus Common Stock") was
converted into one share of Issuer Common Stock and (b) each outstanding
option to purchase shares of Indus Common Stock granted under the Indus stock
option plans and the Indus employee stock purchase plan was converted into an
option to purchase that number of shares of Issuer Common Stock equal to the
number of shares of Indus Common Stock subject to such option, at an exercise
price or purchase price per share of Issuer Common Stock equal to the exercise
price or purchase price per share of Indus Common Stock pursuant to such
option.
In addition, TSW Sub, Inc., a Georgia corporation and wholly-owned
subsidiary of Issuer ("TSW Sub"), merged with and into TSW (the "TSW Merger"),
with TSW as a surviving corporation, and (a) each outstanding share of common
stock of TSW ("TSW Common Stock"), and each outstanding share of preferred
stock of TSW ("TSW Preferred Stock"), was converted into approximately 2.73
shares of Issuer Common Stock; (b) the outstanding subordinated floating rate
notes of TSW (including accrued interest thereon) were exchanged for an
aggregate of 1,235,879 shares of Issuer Common Stock; (c) all rights to
receive any unpaid dividends on TSW Preferred Stock were converted into an
aggregate of 53,937 shares of Issuer Common Stock and (d) each outstanding
option or warrant to purchase TSW Common Stock was converted into an option or
warrant, respectively, to purchase that number of shares of Issuer Common
Stock determined by multiplying the number of shares of TSW Common Stock
subject to such option or warrant by the approximately 2.73, at an exercise
price per share of Issuer Common Stock equal to the exercise price per share
of TSW Common Stock pursuant to such option or warrant divided by the
approximately 2.73.
Immediately prior to the TSW Merger, WPI held all of the outstanding
shares of TSW Preferred Stock and warrants to purchase an aggregate of
1,354,000 shares of TSW Common Stock, which preferred stock and warrants were
exchanged for an aggregate of approximately 11,751,902 shares of Issuer Common
Stock. In addition, the aggregate principal balance of all subordinated notes
held by WPI and all accrued interest thereon immediately prior to the TSW
Merger totaled $19,572,366.84, which notes and accrued interests were
exchanged for approximately 1,222,795 shares of Issuer Common Stock.
Approximately 76,025 shares of Issuer Common Stock exchanged for shares of TSW
Preferred Stock and unpaid dividends thereon, warrants to purchase TSW Common
Stock and subordinated notes (and all accrued interests thereon) held by WPI
were distributed to John R. Oltman pursuant to Consulting Agreement dated
July 1, 1996 between WPI and JRO Consulting Inc. ("JRO").
Item 4.
Purpose of Transaction.
----------------------
As described in Item 3, this Schedule 13D relates to the merger of Indus
and TSW. For a discussion of the reasons for the merger, see "Reasons for the
Merger," in the Joint Proxy Statement of Indus and TSW/Prospectus of the Issuer
(File No. 333-33113), which was filed on August 7, 1997, at pages 33-35, which
section is incorporated herein by this reference.
The Issuer, Robert W. Felton, and WPI have entered into a Nomination
Agreement that provides that for so long as WPI continues to own more than 15%
of the outstanding shares of Issuer Common Stock, WPI will be permitted to
nominate two persons to the Issuer's board of directors, and that for so long as
WPI continues to own between 7% and 15% of the outstanding shares of Issuer
Common Stock, WPI will be permitted to nominate one person to the Issuer's board
of directors. The Nomination Agreement also provides that for so long as Mr.
Felton continues to own more than 15% of the outstanding shares of Issuer Common
Stock, Mr. Felton will be permitted to nominate two persons to the Issuer's
board of directors, and that for so long as Mr. Felton continues to own between
7% and 15% of the outstanding shares of Issuer Common Stock, Mr. Felton will
permitted to nominate one person to the Issuer's board of directors, which
nominee in each instance may be Mr. Felton. Under the Nomination Agreement, the
Issuer will be obligated to use its best efforts to cause to be voted the shares
of Issuer Common Stock for which the Issuer's management or board of directors
holds proxies or is otherwise entitled to vote in favor of the election of WPI's
and Mr. Felton's designees and to cause the Issuer's board of directors to
unanimously recommend to its stockholders to vote in favor of the nominees of
WPI and Mr. Felton.
WPI and JRO have entered into a Stock Option Agreement dated July 1, 1996,
pursuant to which WPI granted to JRO an option to purchase up to approximately
330,934 shares of Issuer Common Stock. Such option expires on July 1, 2001.
Item 5.
Interest in Securities of the Issuer.
------------------------------------
(a) and (b) WPI, WP and EMW LLC each own beneficially 12,952,609 shares of
Issuer Common Stock, which constitute 34.7% of the outstanding shares of Issuer
Common Stock. WPI, WP and EMW LLC share voting and dispositive power over such
shares.
(c) During the past sixty days, the only transaction by WPI, WP or EMW LLC
involving Issuer Common Stock was the acquisition of the shares reported on this
Schedule 13D pursuant to the merger of Indus and TSW, which is described in Item
3 herein.
(d) Inapplicable.
(e) Inapplicable.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 12 OF 13 PAGES
- ----------------------- ---------------------
Item 6.
Contracts, Arrangements, Understandings or Relationships with
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
As described in Item 4 herein, the Issuer, Robert W. Felton and WPI have
entered into a Nomination Agreement that provides that for so long as WPI
continues to own more than 15% of the outstanding shares of Issuer Common Stock,
WPI will be permitted to nominate two members to the Issuer's board of
directors, and that for so long as WPI continues to own between 7% and 15% of
the outstanding shares of Issuer Common Stock, WPI will be permitted to nominate
one nominee to the Issuer's board of directors. The Nomination Agreement also
provides that for so long as Mr. Felton continues to own more than 15% of the
outstanding shares of Issuer Common Stock, Mr. Felton will be permitted to
nominate two members to the Issuer's board of directors, and that for so long as
Mr. Felton continues to own between 7% and 15% of the outstanding shares of
Issuer Common Stock, Mr. Felton will permitted to nominate one nominee to the
Issuer's board of directors, which nominee in each instance may be Mr. Felton.
Under the Nomination Agreement, the Issuer will be obligated to use its best
efforts or cause to be voted the shares of Issuer Common Stock for which the
Issuer's management or board of directors holds proxies or is otherwise entitled
to vote in favor of the election of WPI's and Mr. Felton's designees and to
cause the Issuer's board of directors to unanimously recommend to its
stockholders to vote in favor of the nominees of WPI and Mr. Felton.
The Issuer, WPI, Robert W. Felton, Richard W.MacAlmon, John W. Blend, III
and John R. Oltman have entered into a Registration Agreement dated August 25,
1997 with respect to Issuer Common Stock.
As described in Item 4 herein, WPI granted to JRO an option to purchase
Issuer Common Stock.
Item 7.
Material to be Filed as Exhibits.
--------------------------------
The following documents are filed as exhibits:
1. Agreement and Plan of Merger and Reorganization between The Indus
Group, Inc., a California corporation, Newco Group, Inc., a Delaware
corporation, and TSW International, Inc., a Georgia corporation, dated as of
June 5, 1997, and as amended on July 21, 1997. (Incorporated by reference to
Appendix A-1 of the Joint Proxy Statement of Indus and TSW/Prospectus of the
Issuer, filed August 7, 1997 [File No. 333-33113] (the "Joint Proxy
Statement/Prospectus")).
2. Form of Agreement of Merger of Indus Sub, Inc., Indus International,
Inc. and The Indus Group, Inc. (Incorporated by reference to Appendix A-2 of the
Joint Proxy Statement/Prospectus).
3. Form of Agreement and Plan of Merger of TSW International, Inc., Indus
International, Inc. and TSW Merger Sub, Inc. (Incorporated by reference to
Appendix A-3 of the Joint Proxy Statement/Prospectus).
4. Nomination Agreement among Indus International, Inc., Warburg, Pincus
Investors, L.P. and Robert W. Felton (Incorporated by reference to Exhibit 4.6
of the Joint Proxy Statement/Prospectus).
5. Joint Filing Agreement Pursuant to Rule 13d-1 (f)(1) (immediately
following the signature page).
6. Registration Rights Agreement dated August 25, 1997 between Indus
International, Inc., WPI, Robert W. Felton, Richard W. MacAlmon, John W. Blend,
III and John R. Oltman (Incorporated by reference to Exhibit 4.1 of the
Joint Proxy Statement/Prospectus).
7. WPI Stock Option Agreement dated July 1, 1996 between WPI and JRO.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 45578L100 PAGE 13 OF 13 PAGES
- ----------------------- ---------------------
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: September 8, 1997
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.
General Partner
By: /s/ Stephen Distler
------------------------------------
Stephen Distler
Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
-------------------------------------
Stephen Distler
Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
------------------------------------
Stephen Distler
Managing Director and Member
<PAGE>
EXHIBIT INDEX
-------------
1. Agreement and Plan of Merger and Reorganization between The Indus
Group, Inc., a California corporation, Newco Group, Inc., a Delaware
corporation, and TSW International, Inc., a Georgia corporation, dated as of
June 5, 1997, and as amended on July 21, 1997. (Incorporated by reference to
Appendix A-1 of the Joint Proxy Statement of Indus and TSW/Prospectus of the
Issuer, filed August 7, 1997 [File No. 333-33113] (the "Joint Proxy
Statement/Prospectus")).
2. Form of Agreement of Merger of Indus Sub, Inc., Indus International,
Inc. and The Indus Group, Inc. (Incorporated by reference to Appendix A-2 of the
Joint Proxy Statement/Prospectus).
3. Form of Agreement and Plan of Merger of TSW International, Inc., Indus
International, Inc. and TSW Merger Sub, Inc. (Incorporated by reference to
Appendix A-3 of the Joint Proxy Statement/Prospectus).
4. Nomination Agreement among Indus International, Inc., Warburg, Pincus
Investors, L.P. and Robert W. Felton (Incorporated by reference to Exhibit 4.6
of the Joint Proxy Statement/Prospectus).
5. Joint Filing Agreement Pursuant to Rule 13d-1 (f)(1) (immediately
following the signature page).
6. Registration Rights Agreement dated August 25, 1997 between Indus
International, Inc., WPI, Robert W. Felton, Richard W. MacAlmon, John W. Blend,
III and John R. Oltman (Incorporated by reference to Exhibit 4.1 of the
Joint Proxy Statement/Prospectus).
7. WPI Stock Option Agreement dated July 1, 1996 between WPI and JRO.
<PAGE>
EXHIBIT 5
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(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 filing
agreements. 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 it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent it knows or has reason to believe that such information
is inaccurate. This Joint Filing Agreement may be executed in any number
of counterparts and all of such counterparts taken together shall constitute
one and the same instrument.
Dated: September 4, 1997
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.,
its General Partner
By: /s/ Stephen Distler
-----------------------
Stephen Distler, Partner
WARBURG, PINCUS & CO.
By: /s/ Stephen Distler
-----------------------
Stephen Distler, Partner
E.M. WARBURG, PINCUS & CO., LLC
By: /s/ Stephen Distler
-----------------------
Stephen Distler, Member
<PAGE>
Exhibit 7
WPI STOCK OPTION AGREEMENT
--------------------------
THIS WPI STOCK OPTION AGREEMENT (the "Agreement") is entered into effective
July 1, 1996, between WARBURG, PINCUS INVESTORS, L.P., a Delaware limited
partnership ("WPI") and JRO CONSULTING INC. ("Grantee").
WPI and Grantee have entered into a Consulting Agreement effective as of
July 1, 1996 (the "Consulting Agreement") under which Grantee has agreed to
provide consulting services to WPI in connection with WPI's investment in TSW
International, Inc. ("TSW"). Under the Consulting Agreement, WPI has agreed to
grant to Grantee an option to purchase shares of TSW Common Stock owned by WPI,
as set forth in this Agreement.
The parties agree as follows:
1. Option Grant. WPI hereby grants to Grantee the option (the "Option")
------------
to purchase from WPI up to 121,010 shares of TSW's Common Stock [2% of TSW's
fully-diluted Common Stock] (the "Option Shares") at a purchase price of $9.23
per share, in the manner and subject to the conditions provided in this
Agreement. If WPI makes an additional equity investment in TSW after December
1, 1996 and prior to December 31, 1997, then the number of Option Shares will be
increased by an amount equal to 3% of the shares (or common share equivalents)
issued to WPI in connection with the investment, up to a maximum of 9,751
additional Option Shares.
2. Exercise of Option.
------------------
(a) Exercise Agreement. Grantee may exercise the Option at any time
------------------
on or after the date on which the Option has vested in accordance with Section
2(c) and on or before August 1, 2001 (the "Option Period"). Grantee must
exercise the Option by delivering to WPI an executed written exercise agreement
in form reasonably acceptable to WPI, which sets forth Grantee's election to
exercise some or all of this Option, the number of Option Shares and such other
representations and agreements as may be reasonably required by WPI or TSW to
comply with applicable securities laws.
(b) Payment of Exercise Price. The Exercise Agreement must be
-------------------------
accompanied by full payment of the exercise price for the Option Shares being
purchased. Payment for the Option Shares must be made in U.S. dollars by wire
transfer or by check. Prior to the transfer of the Option Shares, Grantee must
pay or make adequate provision for any applicable federal or state withholding
obligations of WPI or TSW resulting from the exercise of this Option.
If a Liquidity Event (as defined in the Consulting Agreement) occurs
at a Transaction Value (as defined in the Consulting Agreement) in excess of $50
million, and the transaction does not result in all TSW shareholders receiving
all cash for their shares, then Grantee may, at its election, exercise its
option under Section 2(a) on a "cashless" basis by exchanging the Option for a
number of shares of TSW Common Stock with an aggregate fair market value equal
to the spread
<PAGE>
between the per share option exercise price under this Agreement and the then
current fair market value of a share of TSW Common Stock, multiplied by the
number of Option Shares.
(c) Vesting of Option. The Option will vest as follows: (1) 1/3 of
-----------------
the Option Shares have vested as of July 1, 1996, (2) an additional 1/3 of the
Option Shares will vest as of December 31, 1996, and (3) the remaining 1/3 of
the Option Shares will vest on December 31, 1997 if Grantee continues to provide
consulting services to WPI under the Consulting Agreement through that date.
Vesting will accelerate, and the Option will be fully vested, if a
Liquidity Event (as defined in the Consulting Agreement) occurs prior to January
31, 1998, and Grantee is providing consulting services to WPI under the
Consulting Agreement when the Liquidity Event occurs.
If the Consulting Agreement terminates prior to December 31, 1997 as a
result of (1) John R. Oltman's involuntary removal as Chairman of the Board of
Directors of TSW (other than for good cause), or (2) WPI's termination of the
Consulting Agreement (other than for cause), then the Option will vest fully on
the date of termination.
If the Consulting Agreement terminates prior to December 31, 1997 as a
result of John R. Oltman's voluntary resignation as Chairman of the Board of
Directors of TSW or his death or disability, then any remaining unvested Option
Shares will vest pro rata, based upon the number of months in calendar year 1997
in which Consultant provides consulting services to WPI. For example, if the
Consulting Agreement terminates on March 31, 1997, 2/3 of the Option Shares will
have already vested, and 1/3 will remain unvested. Of the remaining unvested
Option Shares, 1/4 of those shares will also vest (3/12 months).
(d) Restrictions on Exercise. The Option may not be exercised unless
------------------------
such exercise is in compliance with the Securities Act of 1933 and all
applicable state securities laws, as they are in effect on the date of exercise,
and the requirements of any stock exchange or national market system on which
TSW's Common Stock may be listed at the time of exercise. Grantee understands
that neither WPI nor TSW is under any obligation to register, qualify or list
the TSW Common Stock with the Securities and Exchange Commission ("SEC"), any
state securities commission or any stock exchange to effect such compliance.
(e) Delivery of Share Certificate. Upon receipt of the Exercise
-----------------------------
Agreement and payment of the option exercise price, WPI will cause TSW to
deliver to Grantee a stock certificate representing the number of TSW shares as
to which Grantee has exercised the Option.
(f) Delivery of TSW Series B Preferred Shares. If, at the time of the
-----------------------------------------
exercise of the Option, WPI does not hold any shares of TSW Common Stock, WPI
may transfer to Grantee the same number of shares of TSW's Series B Preferred
Shares in lieu of the shares of TSW Common Stock. [The shares of Series B
Preferred Stock are convertible into shares of TSW Common Stock on a 1 for 1
basis.]
-2-
<PAGE>
3. Termination of Option. This Option will terminate as of 5:00 pm EST
---------------------
on July 1, 2001 (to the extent not exercised prior to that time).
4. Adjustment of Option Shares and Exercise Price. If the outstanding
----------------------------------------------
shares of Common Stock of TSW are changed into or exchanged for a different
number or kind of shares or other securities of TSW by reason of any
recapitalization, reclassification, stock split, stock dividend, merger,
combination, or subdivision, appropriate adjustments shall be made in the number
and kind of shares available under this Option, and to the option exercise price
provided for in Section 1.
5. Rights Prior to Exercise. This Option is nontransferable. This
------------------------
Option shall confer no rights to Grantee to act as a shareholder with respect to
any of the Option Shares until payment of the option price and delivery of the
share certificate representing the Option Shares has been made.
6. Tag-Along Rights. If WPI sells or exchanges any of its TSW shares
----------------
prior to July 1, 2001, then Grantee will have the right to "tag-along" in the
proposed transaction by selling or exchanging a proportionate amount of
Grantee's TSW shares to the proposed transferee of WPI's shares, on
substantially the same terms and conditions as WPI. For example, if WPI is
selling half of its TSW shares, Grantee may transfer half of its TSW shares.
WPI will furnish Grantee with prior written notice of any such proposed
transfer.
7. Preemptive Rights. Grantee will have the preemptive right to
-----------------
participate in any offerings of stock by TSW after the date of this Agreement
and prior to December 31, 1997, other than issuances of stock in connection with
normal employee and director stock option plans, on the same terms and
conditions as the proposed offering by TSW. Grantee will have the right to
purchase a number of shares required to maintain Grantee's relative percentage
ownership of TSW's fully-diluted common stock. Any such right must be exercised
within thirty days following receipt of written notice of a proposed offering of
stock by TSW.
8. Representations of Grantee. By execution of this Agreement, Grantee
--------------------------
represents and warrants to WPI as follows:
(a) Grantee is acquiring this Option and the Option Shares solely for
its own account for investment purposes and not with a view or interest of
participating, directly or indirectly, in the resale or distribution of all or
any part thereof.
(b) Grantee is an Illinois corporation.
(c) Grantee acknowledges that this Option and the Option Shares
acquired by Grantee are to be issued and sold to the Grantee without
registration and in reliance upon certain exemptions under the Federal
Securities Act of 1933, as amended, and in reliance upon certain exemptions from
registration requirements under applicable state securities laws.
(d) Grantee will make no transfer or assignment of any of the Option
Shares except in compliance with the Securities Act of 1933, as amended, and any
other applicable
-3-
<PAGE>
securities laws. Grantee consents and agrees that a legend to such effect may
be affixed to the certificate or certificates presenting the Option Shares
transferred to Grantee.
(e) Grantee is aware that no federal or state agency has made any
recommendation or endorsement of the Option Shares or any finding or
determination as to the fairness of the investment in such Option Shares.
(f) Grantee acknowledges that no public or secondary market exists or
may ever exist for the Option Shares and, accordingly, Grantee may not be able
to readily liquidate its investment in the Option Shares.
(g) Grantee hereby acknowledges that WPI has made available to it the
opportunity to ask questions, to receive answers, and to obtain information
necessary to evaluate the merits and risks of this investment. Grantee further
acknowledges that WPI makes no warranties or representations regarding the
impact that the Option or the exercise of the Option will have on Grantee's
federal or state income tax liabilities.
(h) Grantee hereby acknowledges that the Option and underlying Option
Shares are a speculative investment. Grantee represents that it can bear the
economic risks of such an investment for an indefinite period of time.
(i) Grantee has full legal power and authority to execute and deliver,
and to perform its obligations under this Agreement and such execution, delivery
and performance will not violate any agreement, contract, law, rule, decree or
other legal restriction by which Grantee is bound.
(j) Grantee recognizes and understands that the Option Shares may be
restricted securities within the meaning of Rule 144 promulgated under the
Securities Act of 1933; that the exemption from registration under Rule 144 may
not be available under certain circumstances; and the Grantee's opportunity to
utilize Rule 144 to sell the Option Shares may be limited or denied.
9. Representations and Warranties of WPI. WPI represents and warrants to
-------------------------------------
Grantee as follows:
(a) WPI has (or will have at the time of exercise of the Option) good
title to the Option Shares, free and clear of any liens, claims or encumbrances.
Upon exercise of the Option, WPI will transfer to Grantee good title to the
Option Shares subject to the option exercise, free and clear of any liens,
claims or encumbrances.
(b) WPI has full legal power and authority to execute and deliver, and
to perform its obligations under this Agreement and such execution, delivery and
performance will not violate any agreement, contract, law, rule, decree or other
legal restriction by which WPI is bound.
-4-
<PAGE>
10. Entire Agreement. This Stock Option Agreement and the Consulting
----------------
Agreement constitute the entire agreement of the parties hereto with respect to
the subject matter hereof.
11. Miscellaneous. This Agreement shall be governed and construed under
-------------
the laws of the State of New York. If any term or provision hereof shall be
held invalid or unenforceable, the remaining terms and provisions hereof shall
continue in full force and effect. Any modification to this Agreement shall not
be effective unless it is in writing and signed by both of the parties to this
Agreement.
"WPI":
-----
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co.,
Its General Partner
By:
----------------------------------------
Title:
-------------------------------------
-5-
<PAGE>
ACCEPTANCE
----------
Grantee hereby accepts this Option subject to all the terms and conditions
of this Stock Option Agreement. Grantee acknowledges that there may be adverse
tax consequences upon exercise of this Option or disposition of the Option
Shares and that Grantee should consult a tax adviser prior to such exercise or
disposition.
"GRANTEE":
---------
JRO CONSULTING INC.
By:
------------------------------------
Title:
---------------------------------
-6-
