WARBURG PINCUS INVESTORS LP, SC 13D/A, 1998-09-09

WARBURG PINCUS INVESTORS LP
SC 13D/A, 1998-09-09

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------

SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(AMENDMENT NO. 2)+

INDUS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)

45578L100
- --------------------------------------------------------------------------------
(CUSIP Number)

STEPHEN DISTLER
466 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 878-0600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications

AUGUST 24, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]

(Continued on following pages)
- ----------

+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 the disclosure provided in a prior cover page.

The information required in 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, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).

<PAGE> 2
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 2 OF 14
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<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

WARBURG, PINCUS INVESTORS, L.P.
- -----------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- -----------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------
4 SOURCE OF FUNDS

WC
- -----------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]

- -----------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

DELAWARE
- -----------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0 SHARES
SHARES -------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 13,478,909 SHARES
OWNED BY -------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0 SHARES
REPORTING -------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 13,478,909 SHARES
- -----------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,478,909 SHARES
- -----------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- -----------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

39.0%
- -----------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

OO (LIMITED PARTNERSHIP)
- -----------------------------------------------------------------------------------
</TABLE>

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CUSIP NO. 45578L100 13D AMENDMENT PAGE 3 OF 14
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<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

WARBURG, PINCUS & CO.
- -----------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- -----------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------
4 SOURCE OF FUNDS

N/A
- -----------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]

- -----------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

NEW YORK
- -----------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0 SHARES
SHARES -------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 13,478,909 SHARES
OWNED BY -------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0 SHARES
REPORTING -------------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 13,478,909 SHARES
- -----------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

39.0%
- -----------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

PN
- -----------------------------------------------------------------------------------
</TABLE>

<PAGE> 4
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 4 OF 14
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<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

E.M. WARBURG, PINCUS & CO., LLC
- -----------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
- -----------------------------------------------------------------------------------
3 SEC USE ONLY

- -----------------------------------------------------------------------------------
4 SOURCE OF FUNDS

N/A
- -----------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]

- -----------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

39.0%
- -----------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON

OO (LIMITED LIABILITY COMPANY)
- -----------------------------------------------------------------------------------
</TABLE>

<PAGE> 5
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 5 OF 14
- ----------------------- ----------------

Pursuant to Rule 13d-2 promulgated under the Exchange Act, this
Amendment No. 2 restates and amends the Schedule 13D filed on September 4, 1997,
as amended on September 8, 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 ("Common Stock"), of Indus
International, Inc., a Delaware corporation ("Indus International" or the
"Company"). The principal executive offices of the Company 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. WPI, WP
and EMW LLC are hereinafter collectively referred to as the "Reporting
Entities."

The principal business of WPI is that of a partnership engaged in
making private equity and venture capital investments. The principal business of
WP is acting as general partner of WPI, Warburg, Pincus Equity Partners, L.P.,
Warburg, Pincus Ventures International, L.P., Warburg, Pincus Ventures, L.P.,
Warburg, Pincus Capital Company, L.P. and Warburg, Pincus Capital Partners, L.P.
The principal business of EMW LLC is acting as manager of WPI, Warburg, Pincus
Equity Partners, L.P., Warburg, Pincus Ventures International, L.P., Warburg,
Pincus Ventures, L.P., Warburg, Pincus Capital Company, L.P. and Warburg, Pincus
Capital Partners, L.P.

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
("Janeway") and Joseph P. Landy ("Landy"), directors of the Company, are each
Managing Directors and members of EMW LLC and general partners of WP. Each of
Janeway and Landy disclaims beneficial ownership of the shares to which this
statement relates for purposes of Rule 13d-4 under the Exchange Act. The
business address of each of the foregoing is 466 Lexington Avenue, New York, NY,
10017. Each of WPI, WP and EMW LLC (i) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years, and (ii) has not been a party during the last five years to a
civil proceeding of a judicial or administrative body of
<PAGE> 6
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 6 OF 14
- ----------------------- ----------------

competent jurisdiction, as a result of which civil proceeding such person was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.

Set forth below is the name, position and present principal occupation
of each of the general partners of WP and each of the members of EMW LLC. The
sole general partner of WPI is WP. Except as otherwise indicated, (i) the
business address of each of such persons is 466 Lexington Avenue, New York, New
York 10017, (ii) each of such persons has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years, (iii) during the last five years, each of such persons has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which civil proceeding such person was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws, and (iv)
each of such persons is a citizen of the United States.

GENERAL PARTNERS OF WP

<PAGE> 7
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 7 OF 14
- ----------------------- ----------------

<TABLE>
<S> <C>
S. Joshua Lewis.....................Partner of WP; Member and Managing Director of EMW LLC
David E. Libowitz...................Partner of WP; Member and Managing Director of EMW LLC
Brady T. Lipp.......................Partner of WP; Member and Managing Director of EMW LLC
Stephen J. Lurito...................Partner of WP; Member and Managing Director of EMW LLC
Spencer S. Marsh III................Partner of WP; Member and Managing Director of EMW LLC
Lynn S. Martin......................Partner of WP; Member and Managing Director of EMW LLC
Edward J. McKinley..................Partner of WP; Member and Managing Director of EMW LLC
Rodman W. Moorhead III..............Partner of WP; Member and Senior Managing Director of
EMW LLC
Maryanne Mullarkey..................Partner of WP; Member and Managing Director of EMW LLC
Howard H. Newman....................Partner of WP; Member and Managing Director of EMW LLC
Gary D. Nusbaum.....................Partner of WP; Member and Managing Director of EMW LLC
Sharon B. Parente...................Partner of WP; Member and Managing Director of EMW LLC
Dalip Pathak........................Partner of WP; Member and Managing Director of EMW LLC
Daphne D. Philipson.................Partner of WP; Member and Managing Director of EMW LLC
Lionel I. Pincus....................Managing Partner of WP; Managing Member, Chairman of the
Board and Chief Executive Officer of EMW LLC
Eugene L. Podsiadlo.................Partner of WP; Member and Managing Director of EMW LLC
Ernest H. Pomerantz.................Partner of WP; Member and Managing Director of EMW LLC
Brian S. Posner.....................Partner of WP; Member and Managing Director of EMW LLC
Arnold M. Reichman..................Partner of WP; Member and Managing Director of EMW LLC
Roger Reinlieb......................Partner of WP; Member and Managing Director of EMW LLC
John D. Santoleri...................Partner of WP; Member and Managing Director of EMW LLC
Steven G. Schneider.................Partner of WP; Member and Managing Director of EMW LLC
Sheila N. Scott.....................Partner of WP; Member and Managing Director of EMW LLC
Harold Sharon.......................Partner of WP; Member and Managing Director of EMW LLC
Eugene J. Siembieda.................Partner of WP; Member and Managing Director of EMW LLC
James E. Thomas.....................Partner of WP; Member and Managing Director of EMW LLC
John L. Vogelstein..................Partner of WP; Member and Vice Chairman of EMW LLC
Elizabeth H. Weatherman.............Partner of WP; Member and Managing Director of EMW LLC
John A. Zaro, III...................Partner of WP; Member and Managing Director of EMW LLC
Pincus & Co. (1)
NL & Co. (2)
</TABLE>

- ----------
(1) New York limited partnership; primary activity is ownership interest in WP
and EMW LLC.

(2) New York limited partnership; primary activity is ownership interest in WP.
<PAGE> 8
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 8 OF 14
- ----------------------- -----------------

MEMBERS OF EMW LLC

<TABLE>
<CAPTION>
Present Principal Occupation in addition to Position with WP
Name and Positions with the Reporting Entities
- ---- ------------------------------------------------------------
<S> <C>
Joel Ackerman.......................Member and Managing Director of EMW LLC; Partner of WP
Susan Black.........................Member and Managing Director of EMW LLC; Partner of WP
Christopher W. Brody................Member and Managing Director of EMW LLC; Partner of WP
Harold Brown........................Member and Senior Managing Director of EMW LLC; Partner
of WP
Dale C. Christensen(1)..............Member and Managing Director of EMW LLC
Errol M. Cook.......................Member and Managing Director of EMW LLC; Partner of WP
W. Bowman Cutter....................Member and Managing Director of EMW LLC; Partner of WP
Elizabeth B. Dater..................Member and Managing Director of EMW LLC; Partner of WP
Stephen Distler.....................Member, Managing Director and Treasurer of EMW LLC; Partner
of WP
P. Nicholas Edwards(2)..............Member and Managing Director of EMW LLC
Harold W. Ehrlich...................Member and Managing Director of EMW LLC; Partner of WP
John L. Furth.......................Member and Managing Director of EMW LLC; Partner of WP
Stewart K. P. Gross.................Member and Managing Director of EMW LLC; Partner of WP
Patrick T. Hackett..................Member and Managing Director of EMW LLC; Partner of WP
Jeffrey A. Harris...................Member and Managing Director of EMW LLC; Partner of WP
William H. Janeway..................Member and Managing Director of EMW LLC; Partner of WP
Douglas M. Karp.....................Member and Managing Director of EMW LLC; Partner of WP
Charles R. Kaye.....................Member and Managing Director of EMW LLC; Partner of WP
Richard H. King(2)..................Member and Managing Director of EMW LLC
Henry Kressel.......................Member and Managing Director of EMW LLC; Partner of WP
Joseph P. Landy.....................Member and Managing Director of EMW LLC; Partner of WP
Sidney Lapidus......................Member and Managing Director of EMW LLC; Partner of WP
Kewsong Lee.........................Member and Managing Director of EMW LLC; Partner of WP
Reuben S. Leibowitz.................Member and Managing Director of EMW LLC; Partner of WP
S. Joshua Lewis.....................Member and Managing Director of EMW LLC; Partner of WP
David E. Libowitz...................Member and Managing Director of EMW LLC; Partner of WP
Brady T. Lipp.......................Member and Managing Director of EMW LLC; Partner of WP
Stephen J. Lurito...................Member and Managing Director of EMW LLC; Partner of WP
John W. MacIntosh(1)................Member and Managing Director of EMW LLC
Spencer S. Marsh III................Member and Managing Director of EMW LLC; Partner of WP
Lynn S. Martin......................Member and Managing Director of EMW LLC; Partner of WP
Edward J. McKinley..................Member and Managing Director of EMW LLC; Partner of WP
Rodman W. Moorhead III..............Member and Managing Director of EMW LLC; Partner of WP
Maryanne Mullarkey..................Member and Managing Director of EMW LLC; Partner of WP
Howard H. Newman....................Member and Managing Director of EMW LLC; Partner of WP
Gary D. Nusbaum.....................Member and Managing Director of EMW LLC; Partner of WP
</TABLE>

<PAGE> 9
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 9 OF 14
- ----------------------- -----------------

<TABLE>
<S> <C>
Sharon B. Parente...................Member and Managing Director of EMW LLC; Partner of WP
Dalip Pathak........................Member and Managing Director of EMW LLC; Partner of WP
Daphne D. Philipson.................Member and Managing Director of EMW LLC; Partner of WP
Lionel I. Pincus....................Managing Member, Chairman of the Board and Chief Executive
Officer of EMW LLC; Managing Partner of WP
Eugene L. Podsiadlo.................Member and Managing Director of EMW LLC; Partner of WP
Ernest H. Pomerantz.................Member and Managing Director of EMW LLC; Partner of WP
Brian S. Posner.....................Member and Managing Director of EMW LLC; Partner of WP
Arnold M. Reichman..................Member and Managing Director of EMW LLC; Partner of WP
Roger Reinlieb......................Member and Managing Director of EMW LLC; Partner of WP
John D. Santoleri...................Member and Managing Director of EMW LLC; Partner of WP
Steven G. Schneider.................Member and Managing Director of EMW LLC; Partner of WP
Sheila N. Scott.....................Member and Managing Director of EMW LLC; Partner of WP
Harold Sharon.......................Member and Managing Director of EMW LLC; Partner of WP
Dominic H. Shorthouse(2)............Member and Managing Director of EMW LLC
Eugene J. Siembieda.................Member and Managing Director of EMW LLC; Partner of WP
Chang Q. Sun(3).....................Member and Managing Director of EMW LLC
James E. Thomas.....................Member and Managing Director of EMW LLC; Partner of WP
John L. Vogelstein..................Member and Vice Chairman of EMW LLC; Partner of WP
Elizabeth H. Weatherman.............Member and Managing Director of EMW LLC; Partner of WP
Jeremy S. Young(2)..................Member and Managing Director of EMW LLC
John A. Zaro, III...................Member and Managing Director of EMW LLC; Partner of WP
Pincus & Co.(4)
</TABLE>

- ----------
(1) Citizen of Canada.

(2) Citizen of United Kingdom.

(3) Citizen of China.

(4) New York limited partnership; primary activity is ownership interest in WP
and EMW LLC.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On August 25, 1997, WPI acquired 9,249,732 shares of the Company's
Common Stock and warrants to purchase an aggregate of 3,702,877 shares of the
Company's Common Stock as a result of the combination (the "Merger") of The
Indus Group, Inc., a California corporation ("Indus Group"), 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 the Company, Indus Group and TSW.
<PAGE> 10
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 10 OF 14
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As a result of the Merger, TSW Sub, Inc., a Georgia corporation and
wholly-owned subsidiary of the Company ("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
the Company's 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 the Company's Common Stock; (c) all rights to receive any
unpaid dividends on TSW Preferred Stock were converted into an aggregate of
53,937 shares of the Company's 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 Common Stock determined by
multiplying the number of shares of TSW Common Stock subject to such option or
warrant by approximately 2.73, at an exercise price per share of Common Stock
equal to the exercise price per share of TSW Common Stock pursuant to such
option or warrant divided by 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 exchanged for an
aggregate of approximately 11,751,902 shares of the Company's 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 the Company's Common Stock. Approximately
76,025 shares of the Company's 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").

During August 1998, WPI purchased for cash on the open market
additional shares of the Company's Common Stock (the "August 1998 Purchases") as
follows:

<TABLE>
<CAPTION>
Number Aggregate
Date of Shares Price Per Share ($) Consideration ($)
---- --------- ------------------- -----------------
<S> <C> <C> <C>
August 12, 1998 200,000 5.3125 1,062,500
August 17, 1998 73,800 6.00 442,800
August 18, 1998 50,000 6.125 306,250
August 19, 1998 125,000 6.00 750,000
August 24, 1998 55,000 5.625 309,375
August 26, 1998 22,500 5.3472 120,312
-------- ---------
Total 526,300 2,991,237
======== =========
</TABLE>

The total amount of funds required by WPI to purchase 526,300 shares of
the Company's Common Stock in the August 1998 Purchases was approximately
$2,991,237 and was furnished from the working capital of WPI.
<PAGE> 11
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 11 OF 14
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ITEM 4. PURPOSE OF TRANSACTION.

For a discussion of the reasons for the Merger, see "Reasons for the
Merger," in the Joint Proxy Statement of Indus Group and TSW/Prospectus of the
Indus International (File No. 333-33113), which was filed on August 7, 1997, at
pages 33-35, which section is incorporated herein by this reference.

The August 1998 Purchases were effected by WPI because of the Reporting
Entities' belief that the Company represented, and that the Company continues to
represent, an attractive investment. The Reporting Entities may from time to
time acquire shares of the Company's Common Stock or dispose of shares of Common
Stock through open market or privately negotiated transactions or otherwise,
depending on existing market conditions and other considerations discussed
below. The Reporting Entities intend to review their investment in the Company
on a continuing basis and, depending upon the price and availability of shares
of Common Stock, subsequent developments affecting the Company, the Company's
business and prospects, other investment and business opportunities available to
the Reporting Entities, general stock market and economic conditions, tax
considerations and other factors considered relevant, may decide at any time not
to increase, or to decrease, the size of their investment in the Company.

The Company, 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 the Company's Common Stock, WPI will be permitted
to nominate two persons to the Company's board of directors, and that for so
long as WPI continues to own between 7% and 15% of the outstanding shares of the
Company's Common Stock, WPI will be permitted to nominate one person to the
Company'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
the Company's Common Stock, Mr. Felton will be permitted to nominate two persons
to the Company's board of directors, and that for so long as Mr. Felton
continues to own between 7% and 15% of the outstanding shares of the Company's
Common Stock, Mr. Felton will permitted to nominate one person to the Company's
board of directors, which nominee in each instance may be Mr. Felton. Under the
Nomination Agreement, the Company will be obligated to use its best efforts to
cause to be voted the shares of the Company's Common Stock for which the
Company'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 Company'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 the Company's Common Stock. Such option expires
on July 1, 2001.
<PAGE> 12
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 12 OF 14
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) WPI, WP and EMW LLC each own beneficially 13,478,909 shares
of the Company's Common Stock, which constitute 39.0% of the outstanding shares
of the Company's Common Stock. WPI, WP and EMW LLC share voting and dispositive
power over such shares, and Janeway and Landy may be deemed to share voting or
dispositive power over such shares. Each of Janeway and Landy disclaims
beneficial ownership of the shares to which this statement relates for purposes
of Rule 13d-4 under the Exchange Act.

(c) During the past sixty days, the only transactions by WPI, WP or EMW
LLC, involving the Company's Common Stock were the August 1998 Purchases.

(d) Inapplicable.

(e) Inapplicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

As described in Item 4 herein, the Company, 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 the Company's Common
Stock, WPI will be permitted to nominate two members to the Company's board of
directors, and that for so long as WPI continues to own between 7% and 15% of
the outstanding shares of the Company's Common Stock, WPI will be permitted to
nominate one nominee to the Company'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 the Company's Common Stock, Mr. Felton
will be permitted to nominate two members to the Company's board of directors,
and that for so long as Mr. Felton continues to own between 7% and 15% of the
outstanding shares of the Company's Common Stock, Mr. Felton will permitted to
nominate one nominee to the Company's board of directors, which nominee in each
instance may be Mr. Felton. Under the Nomination Agreement, the Company will be
obligated to use its best efforts or cause to be voted the shares of the
Company's Common Stock for which the Company'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 Company'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 the Company's Common Stock.
<PAGE> 13
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 13 OF 14
- ----------------------- -----------------

As described in Item 4 herein, WPI granted to JRO an option to purchase
the Company's Common Stock.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Entities have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto.

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
Company, Indus Group and TSW 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 Group and TSW/Prospectus of the Company (Registration No.
333-33113), filed August 7, 1997 (the "Joint Proxy Statement/Prospectus")).

2. Form of Agreement of Merger of the Company, Indus Group and
Indus Sub, Inc. (Incorporated by reference to Appendix A-2 of the Joint Proxy
Statement/Prospectus).

3. Form of Agreement and Plan of Merger of the Company, TSW and
TSW Sub (Incorporated by reference to Appendix A-3 of the Joint Proxy
Statement/Prospectus).

4. Nomination Agreement among the Company, WPI and Robert W.
Felton (Incorporated by reference to Exhibit 4.6 of the Joint Proxy
Statement/Prospectus).

5. Joint Filing Agreement dated September 9, 1998 between the
Reporting Entities (Incorporated by reference to Exhibit 5 of Amendment No. 1
to the Reporting Entities' Schedule 13D filed on September 9, 1997).

6. Registration Rights Agreement dated August 25, 1997 between
the Company, 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 (Incorporated by reference to Exhibit 7 of Amendment No. 1 to the Reporting
Entities' Schedule 13D filed on September 9, 1997).
<PAGE> 14
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: September 9, 1998

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