-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AayiAuJRZV1Zz2sWzFqUrjD6r1mGpJcaNE0Ggw6Fntw+kwhXwcS3v56ygaVM10tL RBCaK82drHun1yfX4CV6vg== 0000950142-99-000676.txt : 19990824 0000950142-99-000676.hdr.sgml : 19990824 ACCESSION NUMBER: 0000950142-99-000676 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19990820 GROUP MEMBERS: GAP COINVESTMENT PARTNERS, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 44, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BINDVIEW DEVELOPMENT CORP CENTRAL INDEX KEY: 0001061646 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 760306721 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54417 FILM NUMBER: 99697208 BUSINESS ADDRESS: STREET 1: 5151 SAN FELIPE 21ST FLOOR CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7135613000 MAIL ADDRESS: STREET 1: 5151 SAN FELIPE 21ST FLOOR CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) ----------------------- BINDVIEW DEVELOPMENT CORPORATION (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 090327107 (CUSIP Number) Peter L. Bloom c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 Tel. No.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- August 18, 1999 (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), 1(f) or 1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 22 Pages SCHEDULE 13D 090327107 Page 2 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 1,254,432 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,254,432 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,254,432 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D 090327107 Page 3 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 44, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 1,254,432 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,254,432 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,254,432 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D 090327107 Page 4 of 22 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 1,254,432 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 1,254,432 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,254,432 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% 14 TYPE OF REPORTING PERSON PN 090327107 Page 5 of 22 Pages AMENDMENT NO. 4 TO SCHEDULE 13D This Amendment No. 4 to Schedule 13D (this "Amendment") is filed by the undersigned to amend and supplement the Schedule 13D, dated as of August 3, 1996, as amended by Amendment No. 1 to Schedule 13D, dated as of August 10, 1998, Amendment No. 2, dated as of January 5, 1999, and Amendment No. 3 dated as of June 2, 1999, with respect to the shares of common stock, no par value per share (the "Common Stock"), of BindView Development Corporation, a Texas corporation (the "Company"). Item 1. Security and Issuer. This Amendment relates to the shares of Common Stock of the Company. The address of the principal executive offices of the Company is 3355 West Alabama, Suite 1200, Houston, Texas, 77098. Item 2. Identity and Background. Item 2 is hereby amended and restated in its entirety as follows: This Amendment is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. The members of the group are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 44, L.P., a Delaware limited partnership ("GAP 44"), and GAP Coinvestment Partners, L.P., a New York limited partnership ("GAPCO" and, collectively with GAP and GAP 44, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. The general partner of GAP 44 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, David C. Hodgson, J. Michael Cline, 090327107 Page 6 of 22 Pages William O. Grabe, William E. Ford and Franchon M. Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members are also the general partners of GAPCO. The business address of each of the GAP Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the present principal occupation or employment of each of the GAP Managing Members is as a managing member of GAP. Each of the GAP Managing Members is a citizen of the United States. None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. Item 3. Source and Amount of Funds or Other Consideration. Unchanged. Item 4. Purpose of Transaction. Unchanged. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety as follows: (a) As of the date hereof, GAP, GAP 44 and GAPCO each own of record no shares of Common Stock, 1,007,781 shares of Common Stock and 246,651 shares of Common Stock, respectively, or 0%, 4.4% and 1.1%, respectively, of the Company's issued and outstanding shares of Common Stock. 090327107 Page 7 of 22 Pages By virtue of the fact that the GAP Managing Members are also the general partners authorized and empowered to vote and dispose of the securities held by GAPCO, and that GAP is the general partner of GAP 44, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock which each owns of record. Accordingly, as of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 1,254,432 shares of Common Stock or 5.5% of the Company's issued and outstanding shares of Common Stock. (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 1,254,432 shares of Common Stock that may be deemed to be owned beneficially by each of them. (c) In July 1999 each of GAP 44 and GAPCO sold the following number of shares on the dates and for the aggregate proceeds listed below: Reporting Persons Date Shares Sold Proceeds - ----------------- ---- ----------- -------- GAP 44 27-July-99 8,297 $191,267 GAPCO 27 July-99 110,776 $2,553,664 GAP 44 28-July-99 3,754 $87,515 GAPCO 28-July-99 1,246 $29,047 -------- ------- Total 124,073 $2,861,493 ======= ========== In addition, pursuant to the Purchase Agreement, dated August 18, 1999 (the "Purchase Agreement"), among CIBC World Markets Corp. ("CIBC"), GAP 44, GAPCO and JMI Equity Fund III, L.P., each of GAP 44 and GAPCO agreed to sell to CIBC, 1,007,781 and 246,651 shares of Common Stock, respectively, (collectively, the "Shares") at a price of $19.25 per share for an aggregate sale price of $19,399,784.25 and 090327107 Page 8 of 22 Pages $4,748,031.75, respectively. The shares of Common Stock sold by GAP 44 and GAPCO to CIBC were registered pursuant to an effective Registration Statement on Form S-3 (SEC File No. 333-84267) filed by the Company (the "Registration Statement"). The transaction was privately negotiated. A copy of the Purchase Agreement is attached hereto as Exhibit 1. (d) No person other than the persons listed is known to have the ight to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer. In connection with the closing of the transaction contemplated by the Purchase Agreement, on August 11, 1999, each of GAP 44 and GAPCO entered into a Lock-Up Letter (the "Letters") with the Company pursuant to which, subject to the terms and conditions thereof, and to induce the Company to include the Shares in the Registration Statement, each of GAP 44 and GAPCO agreed not to sell or transfer its shares of Common Stock for one year following the effective date of the Registration Statement without the written consent of the Company. A copy of each Letter is attached hereto as Exhibit 2 and Exhibit 3, respectively. Item 7. Materials to be Filed as Exhibits. Exhibit 1: Purchase Agreement dated August 18, 1999. Exhibit 2: Lock-Up Letter, dated August 11, 1999 between the Company and GAP 44. Exhibit 3: Lock-Up Letter, dated August 11, 1999 between the Company and GAPCO. 090327107 Page 9 of 22 Pages Exhibit 4: Joint Filing Agreement, relating the filing of joint. Exhibit 5: Power of Attorney dated December 30, 1998, appointing Thomas J. Murphy Attorney-In-Fact for General Atlantic Partners, LLC. Exhibit 6: Power of Attorney dated December 30, 1998, appointing Thomas J. Murphy Attorney-In-Fact for GAP Coinvestment Partners, L.P. 090327107 Page 10 of 22 Pages 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 as of August 20, 1999. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 44, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact EX-1 2 EXHIBIT 1 EXHIBIT 1 to AMENDMENT NO. 4 to SCHEDULE 13D BindView Development Corporation Common Stock PURCHASE AGREEMENT August 18, 1999 CIBC World Markets Corp. One World Financial Center New York, New York 10281 Ladies and Gentlemen: Each of General Atlantic Partners 44, L.P., a limited partnership organized under the laws of Delaware ("GAP 44"), GAP Coinvestment Partners, L.P. ("GAPCo."), a limited partnership organized under the laws of New York, and JMI Equity Fund III, L.P., a limited partnership organized under the laws of Delaware ("JMI") (the "Selling Stockholders"), propose, subject to the terms and conditions contained herein, to severally sell to you ("CIBC"), 1,007,781 shares, 246,651 shares and 900,000 shares, respectively (the "Shares"), of the Common Stock no par value per share (the "Common Stock"), of BindView Development Corporation, a corporation organized under the laws of Texas (the "Company"). 1. Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) GAP 44 agrees to sell to CIBC, and CIBC agrees to purchase from GAP 44, at a net price of $19.25 per share (the "Price") 1,007,781 Shares; (b) GAPCo. agrees to sell to CIBC, and CIBC agrees to purchase from GAPCo., at the Price, 246,651 Shares; and (c) JMI agrees to sell to CIBC, and CIBC agrees to purchase from JMI, at the Price, 900,000 Shares. 2. Delivery and Payment. Delivery by the Selling Stockholders of the Shares to CIBC for its account, and payment of the purchase price by wire transfer of immediately available funds to the Selling Stockholders for the Shares purchased from the Selling Stockholders, against delivery of the respective certificates therefor to CIBC, shall take place at the offices of CIBC World Markets Corp., One World Financial Center, New York, New York 10281, at 10:00 a.m., New York City time, on the third business day following the date of this Agreement, or at such time on such other date, not later than 10 business days after the date of this Agreement, as shall be agreed upon by the Selling Stockholders and CIBC (such time and date of delivery and payment are called the "Closing Date"). 3. Representations and Warranties of the Selling Stockholders. Each of GAP 44, GAPCo. and JMI hereby severally and not jointly represents and warrants to CIBC as follows: (a) This Agreement has been duly authorized, executed and delivered by it and, assuming due authorization, execution and delivery by CIBC, constitutes its valid and legally binding agreement, enforceable against it in accordance with its terms. (b) The execution and delivery by it of this Agreement and the performance by it of its obligations under this Agreement (i) will not contravene any provision of applicable law, statute, regulation, or any agreement or other instrument binding upon it or any judgment, order or decree of any governmental body, agency or court having jurisdiction over it or (ii) does not require any consent, approval, authorization or order of or registration or filing with any court or governmental agency or body having jurisdiction over it, except such as may be required by applicable securities laws and have been obtained or made. (c) It has, and on the Closing Date will have, valid and marketable title to the Shares to be sold by it free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, contractual or otherwise. (d) It has, and on the Closing Date will have, full legal right and power to sell, assign, transfer and deliver the Shares to be sold by it to CIBC in the manner provided by this Agreement. (e) Upon delivery of and payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, CIBC will receive valid and marketable title to such Shares free and clear of any lien, claim, security interest or other encumbrance. (f) The sale of Shares by it pursuant to this Agreement is not prompted by its knowledge of any material information concerning the Company or its Subsidiaries which is not set forth in the Registration Statement on Form S-3 (SEC File No. 333-84267) (the "Registration Statement") and related Prospectus, as amended or supplemented prior to the Closing Date (the "Prospectus"), covering the transactions contemplated hereby. 4. Conditions of the CIBC Obligations. The obligation of CIBC to purchase the Shares is subject to each of the following terms and conditions: (a) Notification that the Registration Statement has become effective shall have been received by CIBC and a Prospectus Supplement in form and substance reasonably satisfactory to CIBC setting forth, among other things, the terms of the sale and plan of distribution of the Shares and naming CIBC as an additional selling shareholder shall have been timely filed with the Commission pursuant to Rule 424 (b) under the Securities Act of 1933, as amended. (b) No order preventing or suspending the use of the Prospectus (and Prospectus Supplement) shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Securities and Exchange Commission (the "Commission"), and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the satisfaction of the Commission and CIBC. (c) The several representations and warranties of the Selling Stockholders contained in this Agreement shall be true and correct when made and on and as of the Closing Date as if made on such date. The Selling Stockholders shall have performed all covenants and agreements to be performed by them and all the conditions contained in this Agreement required to be performed or satisfied by the Selling Stockholders shall be satisfied at or before such Closing Date. 5. Termination. This Agreement may be terminated with respect to the Shares to be purchased on the Closing Date by CIBC by notifying the Selling Stockholders: (a) in the discretion of CIBC at any time on or before the Closing Date: (i) if on or prior to such date, any domestic or international event or act or occurrence or change in general political or economic conditions has materially disrupted the securities markets in the United States such as to make it, in the judgment of CIBC, inadvisable or impracticable to resell the Shares; (ii) if there has occurred any new outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of CIBC, inadvisable to proceed with the transactions contemplated hereby; (iii) if trading in the Shares has been suspended by the Commission or trading generally on the New York Stock Exchange, Inc., on the American Stock Exchange, Inc. or the Nasdaq National Market has been suspended or limited, or minimum or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities have been required, by said exchanges or by order of the Commission, the National Association of Securities Dealers, Inc., or any other governmental or regulatory authority; or (iv) if a banking moratorium has been declared in the State of New York by the State of New York or Federal authority; or (b) at or before the Closing Date, that any of the conditions specified in Section 4 shall not have been fulfilled when and as required by this Agreement. 6. Miscellaneous. The respective representations, warranties and agreements of the Selling Stockholders and of CIBC set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any investigation made by or on behalf of CIBC or the Selling Stockholders or any of their respective officers, directors or affiliates and shall survive delivery of and payment for the Shares. This Agreement has been and is made for the benefit of CIBC and the Selling Stockholders and their respective successors and assigns and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include any purchaser of Shares from CIBC merely because of such purchase. All notices and communications hereunder shall be in writing and mailed or delivered or made by telephone or telegraph if subsequently confirmed in writing, (a) if to CIBC, c/o CIBC World Markets Corp., One World Financial Center, New York, New York 10281, Telecopy: (212) 667-5730, Attention: William Schreier, with a copy to Howard L. Shecter, Esq., Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 and (b) if to the Selling Stockholders, (i) if to GAP 44 or GAPCo., c/o General Atlantic Service Corporation, 3 Pickwick Plaza, Greenwich, Connecticut 06830, Telecopy: (203) 622-8818, Attention: Peter L. Bloom and Mr. Thomas J. Murphy, and (ii) if to JMI, c/o JMI Equity Fund III, L.P., 12860 High Bluff Road, Suite 200, San Diego, California 92130, Telecopy: (619) 259- 4843, Attention: Charles E. Noell, III. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Please confirm that the foregoing correctly sets forth the agreement among us. Very truly yours, GENERAL ATLANTIC PARTNERS 44, L.P. By: GENERAL ATLANTIC PARTNERS, LLC, Its General Partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS, L.P. By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact JMI EQUITY FUND III, L.P. By: JMI ASSOCIATES III, L.L.C. Its General Partner By: /s/ Charles Noell III ------------------------- Name: Charles Noell III Title: Managing Member CIBC WORLD MARKETS CORP. By: /s/ William S. Schreier --------------------------- Name: William S. Schreier Title: Managing Director EX-2 3 EXHIBIT 2 EXHIBIT 2 to AMENDMENT NO. 4 to SCHEDULE 13D LOCK-UP LETTER August 11, 1999 BindView Development Corporation 5151 San Felipe, 22nd Floor Houston, Texas 77056 Ladies and Gentlemen: The undersigned understands that BindView Development Corporation (the "Company") has prepared and filed a Registration Statement on Form S-3 (the "Registration Statement") registering the offering and sale by certain shareholders of the Company of shares of the Common Stock, no par value per share, of the Company (the "Common Stock"). To induce the Company to permit the undersigned to include shares of Common Stock held by it in the Registration Statement, the undersigned hereby agrees that, without the prior written consent of the Company, it will not, during the period commencing on the effective date of the Registration Statement and ending on the first anniversary of the effective date of the Registration Statement, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing provisions shall not apply to the sale or other transfer of shares of Common Stock in connection with a sale of the Company (by merger or otherwise) or (a) by way of testate or intestate succession or by operation of law, (b) to charitable organizations or (c) by way of partnership, corporate, trust or similar distributions or (d) to any associate (as such term is defined in Rule 12b2 of the Securities Exchange Act of 1934) of the undersigned; provided that, prior to any such sale or other transfer of shares of Common Stock, any such transferee referred to in clauses (a) through (d) above agrees in writing to the restrictions on transfer set forth herein. In the event that the Registration Statement does not become effective and the undersigned does not sell all of its shares of Common Stock registered thereunder on or before September 1, 1999, this Lock-Up Agreement shall terminate and be of no further force or effect, provided that if this Lock-Up Agreement terminates, then the Company may amend the Registration Statement to deregister the excess of the number of shares of Common Stock being offered and sold by the undersigned pursuant to the Registration Statement less the number of shares of Common Stock held by the undersigned that have previously been offered and sold pursuant to the Registration Statement. Very truly yours, General Atlantic Partners 44, L.P. By: General Atlantic Partners, LLC, its general partner By: /s/ Franchon M. Smithson ----------------------------- Name: Franchon M. Smithson Title: A Managing Member Address: c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 EX-3 4 EXHIBIT 3 EXHIBIT 3 to AMENDMENT NO. 4 to SCHEDULE 13D LOCK-UP LETTER August 11, 1999 BindView Development Corporation 5151 San Felipe, 22nd Floor Houston, Texas 77056 Ladies and Gentlemen: The undersigned understands that BindView Development Corporation (the "Company") has prepared and filed a Registration Statement on Form S-3 (the "Registration Statement") registering the offering and sale by certain shareholders of the Company of shares of the Common Stock, no par value per share, of the Company (the "Common Stock"). To induce the Company to permit the undersigned to include shares of Common Stock held by it in the Registration Statement, the undersigned hereby agrees that, without the prior written consent of the Company, it will not, during the period commencing on the effective date of the Registration Statement and ending on the first anniversary of the effective date of the Registration Statement, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The foregoing provisions shall not apply to the sale or other transfer of shares of Common Stock in connection with a sale of the Company (by merger or otherwise) or (a) by way of testate or intestate succession or by operation of law, (b) to charitable organizations or (c) by way of partnership, corporate, trust or similar distributions or (d) to any associate (as such term is defined in Rule12b2 of the Securities Exchange Act of 1934) of the undersigned; provided that, prior to any such sale or other transfer of shares of Common Stock, any such transferee referred to in clauses (a) through (d) above agrees in writing to the restrictions on transfer set forth herein. In the event that the Registration Statement does not become effective and the undersigned does not sell all of its shares of Common Stock registered thereunder on or before September 1, 1999, this Lock-Up Agreement shall terminate and be of no further force or effect, provided that if this Lock-Up Agreement terminates, then the Company may amend the Registration Statement to deregister the excess of the number of shares of Common Stock being offered and sold by the undersigned pursuant to the Registration Statement less the number of shares of Common Stock held by the undersigned that have previously been offered and sold pursuant to the Registration Statement. Very truly yours, GAP Coinvestment Partners, L.P. By: /s/ Franchon M. Smithson ----------------------------- Name: Franchon M. Smithson Title: A General Partner Address: c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 EX-4 5 EXHIBIT 4 EXHIBIT 4 to AMENDMENT NO. 4 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. 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 him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: August 13, 1999 GENERAL ATLANTIC PARTNERS, LLC By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 18, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 43, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact GAP COINVESTMENT PARTNERS, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy ------------------------ Name: Thomas J. Murphy Title: Attorney-In-Fact EX-5 6 EXHIBIT 5 EXHIBIT 5 to AMENDMENT NO. 4 to SCHEDULE 13D GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 December 30, 1998 POWER OF ATTORNEY The undersigned, General Atlantic Partners, LLC, a Delaware limited liability company, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Company"), by its Executive Managing Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street, Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Company (on its own behalf and in its capacity as a general partner of any limited partnership), as fully to all intents and purposes as a Managing Member might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 1999. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Steven A. Denning ------------------------- Steven A. Denning Executive Managing Member STATE OF CONNECTICUT ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 30th day of December, 1998, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes ----------------- NOTARY PUBLIC My commission expires August 31, 2001 EX-6 7 EXHIBIT 6 EXHIBIT 6 to AMENDMENT NO. 4 to SCHEDULE 13D GAP COINVESTMENT PARTNERS, L.P. 3 Pickwick Plaza Greenwich, CT 06830 December 30, 1998 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners, L.P., a Delaware limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 169 East 90th Street, Apt. 5, New York, NY 10128, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership, as fully to all intents and purposes as a General Partner might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 1999. GAP COINVESTMENT PARTNERS, L.P. By: /s/ Steven A. Denning ------------------------- Steven A. Denning Managing General Partner STATE OF CONNECTICUT ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 30th day of December, 1998, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes ----------------- NOTARY PUBLIC My commission expires August 31, 2001 -----END PRIVACY-ENHANCED MESSAGE-----