UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Industri-Matematik International Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
455792 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject 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 ("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).
CUSIP No. 455792 10 13G Page 1 of 8 Pages
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus Investors, L.P. 13-3549187
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 14,279,626
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 14,279,626
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,279,626
10 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
41.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 455792 10 13G Page 2 of 8 Pages
<PAGE>
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warburg, Pincus & Co. 13-6358475
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 14,279,626
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 14,279,626
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,279,626
10 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
41.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 455792 10 13G Page 3 of 8 Pages
PAGE
<PAGE>
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E.M. Warburg, Pincus & Co., LLC 13-3536050
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
N/A
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 14,279,626
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
WITH 14,279,626
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,279,626
10 CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
41.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 455792 10 13G Page 4 of 8 Pages
<PAGE>
<PAGE>
Item 1.
(a) Name of Issuer: Industri-Matematik International Corp.
(b) Address of Issuer's Principal Executive Offices:
Kungsgatan 12-14
Box 7733
103 95 Stockholm
Sweden
Item 2.
(a) Name of Person Filing:
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.
(b) Address of Principle Business Offices, or if none, Residence:
461 Lexington Avenue
New York, New York 10017.
(c) Citizenship: USA
(d) Type of Class of Securities: Common Stock
(e) CUSIP Number: 455792 10 1
CUSIP No. 455792 10 13G Page 5 of 8 pages
PAGE
<PAGE>
Item 3. If this Statement is Filed Pursuant to Rule 13(d)-1(b),
or 13d-2(b), check whether the person filing is a:
Not applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 14,279,626 Shares
(b) Percent of Class: 41.1%
(c) Number of Shares as to which such Person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 14,279,626
(iii) sole power to dispose or to direct the disposition of:0
(iv) shared power to dispose or to direct the disposition
of: 14,279,626
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
CUSIP No. 455792 10 13G Page 6 of 8 pages
<PAGE> <PAGE>
SIGNATURES
After reasonable enquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
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, Member
Dated: February 13, 1998
CUSIP No. 455792 10 13G Page 7 of 8 pages
<PAGE> <PAGE>
SCHEDULES
Schedule I Joint Filing Agreement, dated February 12, 1998,
among the signatories to this Schedule 13G.
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(f)(1)
The undersigned acknowledge and agree that the fore-
going statement on Schedule 13G is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement
on Schedule 13G shall be filed on behalf of each of the under-
signed 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 con-
tained therein, but shall not be responsible for the completeness
and accuracy of the information concerning the others, except to
the extent that it knows or has reason to believe that such in-
formation is inaccurate. This Agreement may be executed in any
number of counterparts and all of such counterparts taken
together shall constitute one and the same instrument.
Dated: February 12, 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, Member
CUSIP No. 455792 10 13G Page 8 of 8 pages
