<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
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
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CUSIP NO. 45578L100 PAGE 2 OF 13 PAGES
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- ------------------------------------------------------------------------------
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
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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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
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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
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 45578L100 PAGE 3 OF 13 PAGES
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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
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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
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<PAGE>
SCHEDULE 13D
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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
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<PAGE>
SCHEDULE 13D
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CUSIP NO. 45578L100 PAGE 5 OF 13 PAGES
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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 (the "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
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CUSIP NO. 45578L100 PAGE 6 OF 13 PAGES
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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, an 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
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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
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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
ownership is ownership interest in WP and EMW.
** NL & Co. is a New York limited partnership whose primary activity is
ownership interest in WP.
<PAGE>
SCHEDULE 13D
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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
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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
ownership interest in WP and EMW.
- -------------------------
\3\ Citizens of People's Republic of China
<PAGE>
SCHEDULE 13D
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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 merger, 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, 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 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 exchanges 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 exchanges 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. Otlman pursuant to a 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 enteres into a Stock Option Agreement dated July 1, 1996,
pursuant to which WPI has 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
2 herein.
(d) Inapplicable.
(e) Inapplicable.
<PAGE>
SCHEDULE 13D
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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 has 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
Registration Statement on Form S-4 filed by Indus International, Inc. on August
7, 1997)
<PAGE>
SCHEDULE 13D
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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 4, 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 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:
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
