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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 3)+
INDUS INTERNATIONAL, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
45578L100
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(CUSIP Number)
STEPHEN DISTLER
466 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
JANUARY 13, 1999
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(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)
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+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).
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 2 OF 16
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARBURG, PINCUS INVESTORS, L.P.
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3
SEC USE ONLY
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4
SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 0 SHARES
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 18,480,380 SHARES
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0 SHARES
REPORTING -----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 18,480,380 SHARES
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,480,380 SHARES
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.8%
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14
TYPE OF REPORTING PERSON
OO (LIMITED PARTNERSHIP)
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 3 OF 16
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARBURG, PINCUS & CO.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER 0 SHARES
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 18,480,380 SHARES
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0 SHARES
REPORTING -----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 18,480,380 SHARES
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,480,380 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.8%
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14 TYPE OF REPORTING PERSON
PN
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 4 OF 16
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
E.M. WARBURG, PINCUS & CO., LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER 0 SHARES
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 18,480,380 SHARES
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0 SHARES
REPORTING -----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 18,480,380 SHARES
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11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,480,380 SHARES
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12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.8%
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14 TYPE OF REPORTING PERSON
OO (LIMITED LIABILITY COMPANY)
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 5 OF 16
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Pursuant to Rule 13d-2 promulgated under the Exchange Act, this
Amendment No. 3 restates and amends the Schedule 13D filed on September 4, 1997,
as amended on September 8, 1997 and September 9, 1998, 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. and
Warburg, Pincus Capital Company, 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. and Warburg, Pincus
Capital Company, 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 competent jurisdiction,
as a result of which civil proceeding such person was or is subject to a
judgment,
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 6 OF 16
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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
<TABLE>
<CAPTION>
Present Principal Occupation in addition to Position with WP
Name and Positions with the Reporting Entities
<S> <C>
Joel Ackerman ..................... Partner of WP; Member and Managing Director of EMW LLC
Alvaro J. Aguirre ................. Partner of WP; Member and Managing Director of EMW LLC
Harold Brown ...................... Partner of WP; Member and Senior Managing Director of EMW LLC
W. Bowman Cutter .................. Partner of WP; Member and Managing Director of EMW LLC
Elizabeth B. Dater ................ Partner of WP; Member and Managing Director of EMW LLC
Cary J. Davis ..................... Partner of WP; Member and Managing Director of EMW LLC
Stephen Distler ................... Partner of WP; Member, Managing Director and Treasurer of EMW LLC
Harold W. Ehrlich ................. Partner of WP; Member and Managing Director of EMW LLC
Kyle F. Frey ...................... Partner of WP; Member and Managing Director of EMW LLC
John L. Furth ..................... Partner of WP; Member and Managing Director of EMW LLC
Stewart K. P. Gross ............... Partner of WP; Member and Managing Director of EMW LLC
Patrick T. Hackett ................ Partner of WP; Member and Managing Director of EMW LLC
Jeffrey A. Harris ................. Partner of WP; Member and Managing Director of EMW LLC
William H. Janeway ................ Partner of WP; Member and Senior Managing Director of EMW LLC
Robert Janis ...................... Partner of WP; Member and Managing Director of EMW LLC
Douglas M. Karp ................... Partner of WP; Member and Managing Director of EMW LLC
Charles R. Kaye ................... Partner of WP; Member and Managing Director of EMW LLC
Henry Kressel ..................... Partner of WP; Member and Managing Director of EMW LLC
Joseph P. Landy ................... Partner of WP; Member and Managing Director of EMW LLC
Sidney Lapidus .................... Partner of WP; Member and Managing Director of EMW LLC
Kewsong Lee ....................... Partner of WP; Member and Managing Director of EMW LLC
</TABLE>
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 7 OF 16
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<TABLE>
<S> <C>
Reuben S. Leibowitz ............... Partner of WP; Member and Managing Director of EMW LLC
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
Lynn S. Martin .................... Partner of WP; Member and Managing Director of EMW LLC
Nancy 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
Donald C. Schultheis .............. 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
Barbara Tarmy ..................... Partner of WP; Member and Managing Director of EMW LLC
James E. Thomas ................... Partner of WP; Member and Managing Director of EMW LLC
Donna M. Vandenbulcke ............. 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
Patricia F. Widner ................ Partner of WP; Member and Managing Director of EMW LLC
</TABLE>
Pincus & Co. (1)
NL & Co. (2)
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(1) New York limited partnership; primary activity is ownership interest in WP
and EMW LLC.
<PAGE> 8
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 8 OF 16
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(2) New York limited partnership; primary activity is ownership interest in WP.
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
Alvaro J. Aguirre ................. Member and Managing Director of EMW LLC; Partner of WP
Harold Brown ...................... Member and Senior 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
Cary J. Davis ..................... 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
Kyle F. Frey ...................... 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 Senior Managing Director of EMW LLC; Partner of WP
Robert Janis ...................... 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
Rajiv B. Lall (4) ................. Member and Managing Director of EMW LLC
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
Scott T. Lewis (1) ................ Member and Managing Director of EMW LLC
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
</TABLE>
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 9 OF 16
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<TABLE>
<S> <C>
Lynn S. Martin .................... Member and Managing Director of EMW LLC; Partner of WP
Nancy Martin ...................... Member and Managing Director of EMW LLC; Partner of WP
Edward J. McKinley ................ Member and Managing Director of EMW LLC; Partner of WP
James McNaught-Davis (2) .......... Member and Managing Director of EMW LLC
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
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
Lionel I. Pincus .................. Member, Chairman of the Board and Chief Executive Officer of EMW LLC;
Managing Partner of WP
Eugene L. Podsiadlo ............... Mand 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
Donald C. Schultheis .............. 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
Barbara Tarmy ..................... Member and Managing Director of EMW LLC; Partner of WP
James E. Thomas ................... Member and Managing Director of EMW LLC; Partner of WP
Donna M. Vandenbulcke ............. 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
Patricia F. Widner ................ Member and Managing Director of EMW LLC; Partner of WP
Jeremy S. Young (2) ............... Member and Managing Director of EMW LLC
Pincus & Co. (5)
</TABLE>
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(1) Citizen of Canada.
(2) Citizen of United Kingdom.
(3) Citizen of China.
(4) Citizen of India.
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 10 OF 16
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(5) 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.
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, which preferred stock and all unpaid dividends thereon
were exchanged in the Merger for an aggregate of approximately 8,102,962 shares
of the Company's Common Stock. In addition, WPI held warrants to purchase an
aggregate of 1,354,000 shares of TSW Common Stock, which warrants were exchanged
in the Merger for warrants to purchase an aggregate of 3,702,877 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 $19,572,366.84, which notes and accrued
interests were exchanged in the Merger for approximately 1,222,795 shares of the
Company's Common Stock.
Approximately 76,025 shares of the Company's Common Stock received in
exchange for shares of TSW Preferred Stock and unpaid dividends thereon,
warrants to purchase TSW Common Stock and subordinated notes (and all accrued
interest thereon) held by WPI were distributed to John R. Oltman pursuant to a
Consulting Agreement dated July 1, 1996 between WPI and JRO Consulting Inc.
("JRO"). In addition, WPI and JRO entered into a Stock Option Agreement (the
"JRO Option") dated July 1, 1996, pursuant to which WPI granted to JRO an option
to purchase
<PAGE> 11
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 11 OF 16
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shares of TSW common stock, which option expires on July 1, 2001. As a result of
the Merger, the JRO Option became an option to purchase up to 330,934 shares of
the Company's Common Stock.
During August 1998, WPI purchased for cash on the open market
additional shares of the Company's Common Stock (the "August 1998 Purchases") as
follows:
<TABLE>
<CAPTION>
Number Aggregate
Date of Shares Price Per Share ($) 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.
On September 10, 1998, WPI purchased (the "September Purchase") for
cash on the open market 25,000 shares of the Company's Common Stock at a per
share price of $5.625. The total amount of funds required by WPI to purchase
such 25,000 shares was approximately $140,625 and was furnished from the working
capital of WPI.
On December 31, 1998, JRO partially exercised the JRO Option to
purchase 50,000 shares of the Company's Common Stock and elected to have 26,471
shares of Common Stock withheld to pay the option exercise price. As a result,
WPI transferred 23,529 shares of Common Stock to JRO.
WPI entered into a Stock Purchase Agreement dated January 13, 1999 with
Robert W. Felton and the Company (the "Felton Purchase Agreement"). Under the
Felton Purchase Agreement, WPI purchased 5,000,000 shares of the Company's
Common Stock from Mr. Felton (the "Felton Purchase") at a per share price of
$5.00. The total amount of funds required by WPI for the Felton Purchase was
$25.0 million and was furnished from the working capital of WPI.
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.
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 12 OF 16
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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, the September Purchase and the Felton
Purchase 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 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 be permitted to nominate one person to the
Company's board of directors, which nominees in each instance may include Mr.
Felton. Under the Nomination Agreement, the Company is 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 JRO has the right to purchase from WPI up to 330,934
shares of the Company's 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 18,480,380 shares
of the Company's Common Stock, which constitute 52.8% of the outstanding shares
of the Company's Common Stock. WPI, WP and EMW LLC share voting and dispositive
power over such shares,
<PAGE> 13
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 13 OF 16
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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 JRO Option Exercise and the
Felton Purchase. See "Item 3. Source and Amount of Funds or Other
Consideration."
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Under the Felton Purchase Agreement, WPI agrees that with respect to
any proposal presented to the Company's stockholders it will exercise its voting
right with respect to any shares of capital stock of the Company owned by it
such that the votes of WPI and its affiliates are limited to 50% or less of the
votes eligible to be cast on such proposal, except that WPI may vote its shares
of capital stock in excess of such 50% vote in the same proportions as the other
stockholders of the Company vote their shares of capital stock entitled to vote
on such proposal. In connection with the Felton Purchase, Robert W. Felton
entered into a letter agreement pursuant to which he agreed not to transfer his
remaining shares of the Company's Common Stock for a one-year period without
WPI's consent, subject to certain exceptions.
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 be permitted
to nominate one nominee to the Company's board of directors, which nominees in
each instance may include Mr. Felton. Under the Nomination Agreement, the
Company is 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.
<PAGE> 14
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 14 OF 16
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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.
As described in Item 4 herein, WPI has 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.
<PAGE> 15
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 15 OF 16
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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).
8. Stock Purchase Agreement dated January 13, 1999 between Robert W.
Felton, WPI and the Company.
9. Letter dated January 13, 1999 from Robert W. Felton to WPI.
<PAGE> 16
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CUSIP NO. 45578L100 13D AMENDMENT PAGE 16 OF 16
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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: January 21, 1999
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> 17
EXHIBIT INDEX
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).
8. Stock Purchase Agreement dated January 13, 1999 between Robert W.
Felton, WPI and the Company.
9. Letter dated January 13, 1999 from Robert W. Felton to WPI.
<PAGE> 1
EXHIBIT 8
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made by and among
Robert Felton ("Seller"), Warburg, Pincus Investors, L.P. ("Buyer") and Indus
International, Inc. (the "Company") as of January 13, 1999.
RECITALS
A. Seller desires to sell Five Million (5,000,000) shares of Common Stock
of the Company owned by him (the "Shares") to Buyer;
B. Buyer desires to buy the Shares from Seller; and
C. Company is willing to waive any rights it may have under its corporate
policies to prohibit the sale of the Shares from Buyer to Seller provided that
Buyer agrees to vote shares of Common Stock of the Company held by it in the
manner described herein;
Therefore, in consideration of the above recitals and the mutual
covenants herein contained, the Parties agree as follows:
1. The Shares Transaction.
1.1 Purchase and Sale of Shares. Subject to the terms and conditions
hereof and in reliance upon the representations, warranties and agreements
contained herein, Buyer agrees to purchase from Seller and Seller agrees to sell
to Buyer the Shares at a price per Share of $5.00 for aggregate consideration of
$25,000,000 (the "Purchase Price").
1.2 Closing Date. The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall be held at the offices of Wilson Sonsini
Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California 94304 on January
15, 1999 or such other time and place as the parties shall agree to (the
"Closing Date").
1.3 Delivery. At Closing, Seller shall deliver to Buyer a certificate
representing the Shares duly endorsed to Buyer against delivery to Seller of
check or wire transfer payable to the order of Seller in the amount of the
Purchase Price.
1.4 Waiver by Company. The Company waives any rights it may have under
any of its corporate policies to restrict the transactions described above in
this Section 1.
2. Representation and Warranties of Buyer and Seller.
2.1 Title of Seller. Seller hereby represents that Seller has full
right, title and ownership in the Shares free of any liens or encumbrances.
1
<PAGE> 2
2.2 Buyer's Knowledge. Buyer hereby represents that it has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of the transactions contemplated by this
Agreement and that it has had full access to all material information relating
to the Company necessary to evaluate such transactions.
2.3 Seller's Knowledge. Seller hereby represents that he has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of the transactions contemplated by this
Agreement and that he has had full access to all material information relating
to the Company necessary to evaluate such transactions.
2.4 Legend. Buyer understands that the Shares will be considered
"restricted securities" under the Securities Act of 1933, as amended and will
bear an appropriate legend reflecting that status.
3. Voting Agreement.
3.1 Voting. With respect to any proposal (including proposals relating
to the election of directors) presented to the holders of the capital stock of
the Company whether at an annual or special meeting of stockholders or pursuant
to a written consent, Buyer shall exercise its voting rights with respect to any
shares of capital stock of the Company owned by it such that shares of capital
stock of the Company owned by Buyer or its affiliates (collectively "Warburg
Shares") are voted as follows:
(a) Buyer may vote in its sole and absolute discretion its Warburg
Shares such that the Warburg Shares voted by it pursuant to this Clause 3.1(a)
plus all other Warburg Shares voted on such proposal represent 50% or less of
the votes eligible to be cast on such proposal.
(b) Buyer shall vote its Warburg Shares not voted pursuant to
clause (a) above, if any, in the same proportions as the other stockholders of
the Company vote their shares of capital stock entitled to vote on such
proposal.
3.2 Enforcement. Buyer and Company hereby agree that it is impossible
to measure in money the damages which will accrue to Company as a result of a
failure by Buyer to perform its obligations under this Section 3 and agree that
the terms of this Section 3 shall be specifically enforceable. If the Company
institutes any action or proceeding to specifically enforce the provisions
hereof, Buyer hereby waives the claim or defense therein that Company has an
adequate remedy at law, and Buyer shall not offer in any such action or
proceeding the claim or defense that such remedy at law exists.
3.3 Waiver. Buyer's obligations under this Section 3 may be waived,
terminated or modified only by the written agreement of Buyer and Company.
4. Miscellaneous.
4.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Delaware, without regard to any provisions thereof
relating to conflicts of laws among different jurisdictions.
2
<PAGE> 3
The parties hereby agree to submit to the jurisdiction of the
federal and state courts of the State of California with respect to the breach
or interpretation of this Agreement or the enforcement of any and all rights,
duties, liabilities, obligations, powers, and other relations between the
parties arising under this Agreement.
4.2 Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by Buyer, Seller or the Company
and the closing of the transactions contemplated hereby.
4.3 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
4.4 Entire Agreement; Amendment. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof.
Except as provided in Section 3, neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated other than by a written instrument
signed by Buyer, Seller and Company.
4.5 Notices, Etc. All notices and other communications required or
permitted hereunder, shall be in writing and shall be personally delivered, sent
by facsimile, mailed by registered or certified mail, postage prepaid, return
receipt requested, or delivered by a nationally recognized overnight courier,
addressed:
If to Buyer: Warburg, Pincus Investors, L.P.
466 Lexington Avenue
New York, New York 10017
Attn: Joseph P. Landy
If to Seller: Robert Felton
91 Tiger Tail Court
Orinda, CA 94563
If to Company: Indus International, Inc.
60 Spear Street
San Francisco, CA 94105
Any such notice or communication shall be deemed to have been received (A) in
the case of personal delivery or delivery by telecopier, on the date of such
delivery, (B) in the case of a commercial overnight courier, on the next
business day after the date when sent and (C) in the case of mailing, on the
third business day following that on which the piece of mail containing such
communication is posted.
4.6 Waiver of Conflict. Each party to this Agreement that has been or
continues to be represented by Wilson, Sonsini, Goodrich & Rosati, counsel to
the Company, hereby
3
<PAGE> 4
acknowledges that Rule 3-310 of the Rules of Professional Conduct promulgated
by the State Bar of California requires an attorney to avoid representations in
which the attorney has or had a relationship with another party interested in
the representation without the informed written consent of all parties affected.
By executing this Agreement, each such party gives his or its informed written
consent to the representation of the Company by Wilson, Sonsini, Goodrich &
Rosati in connection with this Agreement and the transactions contemplated
hereby.
4.7 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
4.8 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one instrument.
In witness whereof, the parties have executed this Agreement as of the
first date set above.
SELLER BUYER
Warburg, Pincus Investors, L.P.
By: Warburg, Pincus & Co.,
its General Partner
/s/ Robert W. Felton By: /s/ Joseph P. Landy
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Robert W. Felton
COMPANY
/s/ William J. Grabske
- -------------------------------
William J. Grabske
4
<PAGE> 1
EXHIBIT 9
ROBERT FELTON
91 TIGER TAIL COURT
ORINDA, CALIFORNIA 94563
January 13, 1999
Warburg, Pincus Investors, L.P.
466 Lexington Avenue
New York, New York 10017
Re: Restriction on Sale of Stock
of Indus International, Inc.
Ladies and Gentlemen:
Reference is made to the Stock Purchase Agreement, dated as of
January 13, 1999 (the "Stock Purchase Agreement"), by and among the undersigned,
Warburg, Pincus Investors, L.P. ("WPI") and Indus International, Inc. (the
"Company"), in connection with the sale of 5,000,000 shares of common stock, par
value $.001 per share (the "Common Stock"), of the Company by the undersigned to
WPI.
The undersigned is the owner of record or beneficially of
certain additional shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock. The delivery of this letter is a
condition to the transaction contemplated by the Stock Purchase Agreement. The
undersigned recognizes that the transaction contemplated by the Stock Purchase
Agreement will be of benefit to the undersigned and the undersigned acknowledges
that you and the Company are relying on the representations and agreements of
the undersigned contained in this letter in entering into the transaction
contemplated by the Stock Purchase Agreement.
In consideration of the foregoing, the undersigned hereby
agrees that the undersigned will not, without the prior written consent of WPI,
directly or indirectly, sell, offer, contract or grant any option to sell
(including without limitation any short sale), pledge, transfer or otherwise
dispose of, any shares of Common Stock, options or warrants to acquire shares of
Common Stock, or securities exchangeable or exercisable for or convertible into
shares of Common Stock currently or hereafter owned either of record or
beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended) by the undersigned (after giving effect to the transaction
contemplated by the Stock Purchase Agreement), or publicly announce the
undersigned's intention to do any of the foregoing, for a period commencing on
the date hereof and continuing until the first anniversary of the date hereof;
provided, however, that in the event WPI disposes of shares of Common Stock, or
securities exchangeable or exercisable for or convertible into shares
1
<PAGE> 2
of Common Stock, for aggregate net proceeds in excess of $1,000,000, then the
undersigned shall be permitted to dispose of Common Stock or such other
securities bearing the same proportion to the undersigned's aggregate ownership
of the Company as the securities disposed of by WPI bear to its aggregate
ownership of the Company, subject to the rights and limitations of any
applicable registration rights or other agreements.
The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent and registrar against
the transfer of shares of Common Stock or securities convertible into or
exchangeable or exercisable for Common Stock held by the undersigned other than
in compliance with the forgoing restrictions.
This agreement is irrevocable and will be binding on the
undersigned and the respective successors, heirs, personal representatives, and
assigns of the undersigned.
Very truly yours,
/s/ Robert Felton
Acknowledged:
Warburg, Pincus Investors, L.P.
By: Warburg, Pincus & Co.,
its General Partner
By: /s/ Joseph P. Landy
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