content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
  
                                  August 25, 1997
                  Date of Report (Date of earliest event reported)
  
  
  
                             INDUS INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
   
   
           Delaware                      000-22993                94-3273443
   ---------------------------     ----------------------      ----------------- 
  (State or other jurisdiction    (Commission File Number)    (I.R.S. Employer 
   of incorporation)                                          Identification No.)
                                                    
   
                                  60 Spear Street
                          San Francisco, California 94105
                      (Address of principal executive offices)
  
                                   (415) 904-5000
                (Registrant's telephone number, including area code)
  <PAGE>
   
  ITEM 2.   ACQUISITION OR DISPOSITION ASSETS.
            --------------------------------- 
  
            On June 5, 1997, Indus International, Inc., a Delaware corporation
  (the "Registrant") entered into an Agreement and Plan of Merger and
  Reorganization, dated as of June 5, 1997, and amended on July 21, 1997 (the
  "Acquisition Agreement") providing for the merger (the "Merger") of The Indus
  Group, Inc., a California corporation ("Indus"), and TSW International, Inc., a
  Georgia corporation ("TSW"). The Merger was effected on August 25, 1997 (the
  "Effective Time"), pursuant to (i) an Agreement of Merger (the "Indus Agreement
  of Merger") among the Registrant, Indus and Indus Sub, Inc., a California
  corporation and a wholly owned subsidiary of the Registrant ("Indus Sub"), filed
  with the Office of the Secretary of State of the State of California, and (ii)
  an Agreement and Plan of Merger (the "TSW Agreement of Merger") among the
  Registrant, TSW and TSW Sub, Inc., a Georgia corporation and a wholly owned
  subsidiary of the Registrant ("TSW Sub"), filed with the Office of the Secretary
  of State of the State of Georgia.
  
            Pursuant to the Indus Agreement of Merger, Indus Sub merged with and
  into Indus, with Indus as a surviving corporation, and (a) each outstanding
  share of common stock of Indus ("Indus Common Stock") was converted into one
  share of the Registrant's Common Stock and (b) each outstanding option to
  purchase shares of Indus Common Stock granted under the Indus stock option plans
  and the Indus employee stock purchase plan was converted into an option to
  purchase that number of shares of the Registrant's Common Stock equal to the
  number of shares of Indus Common Stock subject to such option, at an exercise
  price or purchase price per share of the Registrant's Common Stock equal to the
  exercise price or purchase price per share of Indus Common Stock pursuant to
  such option.
  
            Pursuant to the TSW Agreement of Merger, 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 Registrant'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 Registrant'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 Registrant'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 the
  Registrant's 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 the Registrant's Common Stock equal to the exercise
  price per share of TSW Common Stock pursuant to such option or warrant divided
  by approximately 2.73.
   
            The Merger is intended to be treated as a pooling of interests for
  financial reporting purposes in accordance with generally accepted accounting
  principles. The assets of Indus were used, prior to the Effective Time of the
  Merger, for the development, marketing, implementation and support of
  client/server enterprise management software solutions for process industries,
  and the assets of TSW were used, prior to the Effective Time of the Merger, for
  the development, marketing 
  <PAGE>
   
  and support of advanced Asset Care application software and provider related
  services that enable organizations to plan, execute, monitor and improve asset
  maintenance processes. The Registrant intends to continue such uses immediately
  following the Merger.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
            The following financial statements and exhibits are filed as part of
  this report, where indicated.
  
       (a)  Financial statements of business acquired, prepared pursuant to Rule
            3.05 of Regulation S-X:
  
            (1) Audited financial statements of The Indus Group, Inc. as of
                December 31, 1996 and 1995 and for each of the three years ended
                December 31, 1996, together with the report thereon of Ernst &
                Young LLP, independent auditors, and unaudited financial
                statements of The Indus Group, Inc. at March 31, 1997 and for the
                three-month periods ended March 31, 1997 and 1996 are incorporated
                herein by reference from the Registrant's Registration Statement
                on Form S-4 (File No. 333-33113) filed with the Securities and
                Exchange Commission on August 7, 1997.
  
            (2) Audited financial statements of TSW International, Inc. as of
                March 31, 1997 and 1996 and for each of the three years ended
                March 31, 1997, together with the report thereon of Ernst & Young
                LLP, independent auditors, are incorporated herein by reference
                from the Registrant's Registration Statement on Form S-4 (File No.
                333-33113) filed with the Securities and Exchange Commission on
                August 7, 1997.
  
       (b) Pro forma financial information, required pursuant to Article 11 of
           Regulation S-X:
  
                Incorporated by reference to the section entitled "Unaudited Pro
                Forma Combined Condensed Consolidated Financial Statements" of the
                Registrant's Registration Statement on Form S-4 (File No. 333-
                33113) filed with the Securities and Exchange Commission on August
                7, 1997.
  
       (c) Exhibits in accordance with Item 601 of Regulation S-K:
  
             Exhibit
             Number   Description
             ------   -----------
  
              2.1     Agreement and Plan of Merger and Reorganization between The
                      Indus Group, Inc., a California corporation ("Indus"), the
                      Registrant and TSW International, Inc., a Georgia
                      corporation ("TSW"), dated as of June 5, 1997, and as
                      amended on July 21,
  <PAGE>
   
                      1997 (the "Agreement of Merger"). (Incorporated by
                      reference to Appendix A-1 of the Joint Proxy
                      Statement/Prospectus of Indus and TSW included in the
                      Registration Statement on Form S-4 filed on August 7, 1997
                      (File No. 333-33113) (the "Joint Proxy
                      Statement/Prospectus")).
  
              2.2     First Amendment to Agreement of Merger dated as of July 21,
                      1997 by and among the Registrant, Indus and TSW.
                      (Incorporated by reference to the Registrant's Registration
                      Statement on Form S-4 (File No. 333-33113) filed with the
                      Securities and Exchange Commission on August 7, 1997 (the
                      "Form S-4")).
  
              2.3     Form of Agreement of Merger of Indus Sub, Inc., the
                      Registrant and Indus. (Incorporated by reference to Appendix
                      A-2 of the Joint Proxy Statement/Prospectus).
  
              2.4     Form of Agreement and Plan of Merger of TSW, the Registrant
                      and TSW Sub, Inc. (Incorporated by reference to Appendix A-3
                      of the Joint Proxy Statement/Prospectus).
  
              4.1     Form of Registration Rights Agreement to be entered into
                      among the Registrant, Warburg, Pincus Investors, L.P.
                      ("Warburg"), Robert W. Felton, Richard W. MacAlmon, John W.
                      Blend, III and John R. Oltman. (Incorporated by reference to
                      Exhibit 4.1 of the Registrant's Form S-4).
  
              4.2     Form of Indus Affiliate Agreement dated as of June 5, 1997
                      entered into by the Registrant, Indus, TSW and each of
                      Robert W. Felton, Richard W. MacAlmon, Michael E. Percy,
                      Alan G. Merten, Donald F. Robertson, Douglas R. Piper, Frank
                      M. Siskowski and Edward R. Koepfler. (Incorporated by
                      reference to Exhibit 4.2 of the Registrant's Form S-4).
  
              4.3     Form of TSW Affiliate Agreement dated as of June 5, 1997
                      entered into by the Registrant, Indus, TSW and each of
                      Warburg, Christopher R. Lane, John F. Bartels, John W.
                      Blend, III, Kenneth C. Colby, Jr., David J. Loesch, Allen D.
                      Vaughn, John R. Oltman, George D. Busbee, William H. Janeway
                      and Joseph P. Landy. (Incorporated by reference to Exhibit
                      4.3 of the Registrant's Form S-4).
  
              4.4     Felton Affiliate Agreement dated as of June 5, 1997 entered
                      into among the Registrant, Indus, TSW and Warburg.
                      (Incorporated by reference to Exhibit 4.4 of the
                      Registrant's Form S-4).
  
              4.5     Warburg Affiliate Agreement dated as of June 5, 1997 entered
                      into among the Registrant, Indus, TSW and Warburg.
                      (Incorporated by reference to Exhibit 4.5 of the
                      Registrant's Form S-4).
  
              4.6     Nomination Agreement to be entered into among the
                      Registrant, Warburg and Robert W. Felton. (Incorporated by
                      reference to Exhibit 4.6 of the Registrant's Form S-4).
  <PAGE>
   
              4.7     Specimen certificate for Registrant's Common Stock.
                      (Incorporated by reference to Exhibit 4.7 of the
                      Registrant's Form S-4).
  
             23.1     Consent of Ernst & Young LLP, Independent Auditors.
  
             23.2     Consent of Ernst & Young LLP, Independent Auditors.
  <PAGE>
   
                                 INDEX TO EXHIBITS
  <TABLE>
  <CAPTION>
   
   
  EXHIBIT                                   DESCRIPTION
  NUMBER
   
  <S>         <C>
  2.1          Agreement and Plan of Merger and Reorganization between The Indus
               Group, Inc., a California corporation ("Indus"), the Registrant,
               and TSW International, Inc., a Georgia corporation ("TSW"), dated
               as of June 5, 1997, and as amended on July 21, 1997 (the
               "Agreement of Merger"). (Incorporated by reference to Appendix A-
               1 of the Joint Proxy Statement/Prospectus of Indus and TSW
               included in the Registration Statement on Form S-4 filed on
               August 7, 1997 (File No. 333-33113) (the "Joint Proxy
               Statement/Prospectus")).
  
  2.2          First Amendment to Agreement of Merger dated as of July 21, 1997 by
               and among the Registrant, Indus and TSW. (Incorporated by reference
               to the Registrant's Registration Statement on Form S-4 (File No.
               333-33113) filed with the Securities and Exchange Commission on
               August 7, 1997 (the "Form S-4")).
  
  2.3          Form of Agreement of Merger of Indus Sub, Inc., the Registrant and
               Indus. (Incorporated by reference to Appendix A-2 of the Joint
               Proxy Statement/Prospectus).
  
  2.4          Form of Agreement and Plan of Merger of TSW, the Registrant and
               TSW Sub, Inc. (Incorporated by reference to Appendix A-3 of the
               Joint Proxy Statement/Prospectus).
   
  4.1          Form of Registration Rights Agreement to be entered into among the
               Registrant, Warburg, Pincus Investors, L.P. ("Warburg"), Robert W.
               Felton, Richard W. MacAlmon, John W. Blend, III and John R. Oltman.
               (Incorporated by reference to Exhibit 4.1 of the Registrant's Form
               S-4).
   
  4.2          Form of Indus Affiliate Agreement dated as of June 5, 1997 entered
               into by the Registrant, Indus, TSW and each of Robert W. Felton,
               Richard W. Mac Almon, Michael E. Percy, Alan G. Merten, Donald
               F. Robertson, Douglas R. Piper, Frank M. Siskowski and Edward R.
               Koepfler.  (Incorporated by reference to Exhibit 4.2 of the
               Registrant's Form S-4).
  </TABLE> 
  <PAGE>
   
  <TABLE> 
  
  <C>         <S>  
  4.3          Form of TSW Affiliate Agreement dated as of June 5, 1997 entered
               into by the Registrant, Indus, TSW and each of Warburg, Christopher
               R. Lane, John F. Bartels, John W. Blend, III, Kenneth C. Colby,
               Jr., David J. Loesch, Allen D. Vaughn, John R. Oltman, George D.
               Busbee, William H. Janeway and Joseph P. Landy. (Incorporated by
               reference to Exhibit 4.3 of the Registrant's Form S-4).
  
  4.4          Felton Affiliate Agreement dated as of June 5, 1997 entered into
               among the Registrant, Indus, TSW and Warburg. (Incorporated by
               reference to Exhibit 4.4 of the Registrant's Form S-4).
  
  4.5          Warburg Affiliate Agreement dated as of June 5, 1997 entered into
               among the Registrant, Indus, TSW and Warburg. (Incorporated by
               reference to Exhibit 4.5 of the Registrant's Form S-4).
  
  4.6          Nomination Agreement to be entered into among the Registrant,
               Warburg and Robert W. Felton. (Incorporated by reference to Exhibit
               4.6 of the Registrant's Form S-4).
  
  4.7          Specimen certificate for Registrant's Common Stock.  (Incorporated
               by reference to Exhibit 4.7 of the Registrant's Form S-4).
   
  23.1         Consent of Ernst & Young LLP, Independent Auditors.
  
  23.2         Consent of Ernst & Young LLP, Independent Auditors.
  </TABLE>
  <PAGE>
   
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      INDUS INTERNATIONAL, INC.
  
  
  Dated: September 8, 1997            By: /s/ FRANK M. SISKOWSKI
                                         ---------------------------
                                          Frank M. Siskowski    
                                          Senior Vice President and
                                          Chief Financial Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 15629}]
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        The Securities Exchange Act of 1934
  
                                  August 25, 1997
                  Date of Report (Date of earliest event reported)
  
                             INDUS INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
   
   
           Delaware                      000-22993                94-3273443
   ---------------------------     ----------------------      ----------------- 
  (State or other jurisdiction    (Commission File Number)    (I.R.S. Employer 
   of incorporation)                                          Identification No.)
                                                    
   
                                  60 Spear Street
                          San Francisco, California 94105
                      (Address of principal executive offices)
  
                                   (415) 904-5000
                (Registrant's telephone number, including area code)
  ITEM 2.   ACQUISITION OR DISPOSITION ASSETS.
            --------------------------------- 
  
            On June 5, 1997, Indus International, Inc., a Delaware corporation
  (the "Registrant") entered into an Agreement and Plan of Merger and
  Reorganization, dated as of June 5, 1997, and amended on July 21, 1997 (the
  "Acquisition Agreement") providing for the merger (the "Merger") of The Indus
  Group, Inc., a California corporation ("Indus"), and TSW International, Inc., a
  Georgia corporation ("TSW"). The Merger was effected on August 25, 1997 (the
  "Effective Time"), pursuant to (i) an Agreement of Merger (the "Indus Agreement
  of Merger") among the Registrant, Indus and Indus Sub, Inc., a California
  corporation and a wholly owned subsidiary of the Registrant ("Indus Sub"), filed
  with the Office of the Secretary of State of the State of California, and (ii)
  an Agreement and Plan of Merger (the "TSW Agreement of Merger") among the
  Registrant, TSW and TSW Sub, Inc., a Georgia corporation and a wholly owned
  subsidiary of the Registrant ("TSW Sub"), filed with the Office of the Secretary
  of State of the State of Georgia.
  
            Pursuant to the Indus Agreement of Merger, Indus Sub merged with and
  into Indus, with Indus as a surviving corporation, and (a) each outstanding
  share of common stock of Indus ("Indus Common Stock") was converted into one
  share of the Registrant's Common Stock and (b) each outstanding option to
  purchase shares of Indus Common Stock granted under the Indus stock option plans
  and the Indus employee stock purchase plan was converted into an option to
  purchase that number of shares of the Registrant's Common Stock equal to the
  number of shares of Indus Common Stock subject to such option, at an exercise
  price or purchase price per share of the Registrant's Common Stock equal to the
  exercise price or purchase price per share of Indus Common Stock pursuant to
  such option.
  
            Pursuant to the TSW Agreement of Merger, 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 Registrant'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 Registrant'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 Registrant'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 the
  Registrant's 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 the Registrant's Common Stock equal to the exercise
  price per share of TSW Common Stock pursuant to such option or warrant divided
  by approximately 2.73.
   
            The Merger is intended to be treated as a pooling of interests for
  financial reporting purposes in accordance with generally accepted accounting
  principles. The assets of Indus were used, prior to the Effective Time of the
  Merger, for the development, marketing, implementation and support of
  client/server enterprise management software solutions for process industries,
  and the assets of TSW were used, prior to the Effective Time of the Merger, for
  the development, marketing
  and support of advanced Asset Care application software and provider related
  services that enable organizations to plan, execute, monitor and improve asset
  maintenance processes. The Registrant intends to continue such uses immediately
  following the Merger.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.
            --------------------------------- 
  
            The following financial statements and exhibits are filed as part of
  this report, where indicated.
  
       (a)  Financial statements of business acquired, prepared pursuant to Rule
            3.05 of Regulation S-X:
  
            (1) Audited financial statements of The Indus Group, Inc. as of
                December 31, 1996 and 1995 and for each of the three years ended
                December 31, 1996, together with the report thereon of Ernst &
                Young LLP, independent auditors, and unaudited financial
                statements of The Indus Group, Inc. at March 31, 1997 and for the
                three-month periods ended March 31, 1997 and 1996 are incorporated
                herein by reference from the Registrant's Registration Statement
                on Form S-4 (File No. 333-33113) filed with the Securities and
                Exchange Commission on August 7, 1997.
  
            (2) Audited financial statements of TSW International, Inc. as of
                March 31, 1997 and 1996 and for each of the three years ended
                March 31, 1997, together with the report thereon of Ernst & Young
                LLP, independent auditors, are incorporated herein by reference
                from the Registrant's Registration Statement on Form S-4 (File No.
                333-33113) filed with the Securities and Exchange Commission on
                August 7, 1997.
  
       (b) Pro forma financial information, required pursuant to Article 11 of
           Regulation S-X:
  
                Incorporated by reference to the section entitled "Unaudited Pro
                Forma Combined Condensed Consolidated Financial Statements" of the
                Registrant's Registration Statement on Form S-4 (File No. 333-
                33113) filed with the Securities and Exchange Commission on August
                7, 1997.
  
       (c) Exhibits in accordance with Item 601 of Regulation S-K:
  
             Exhibit
             Number   Description
             ------   -----------
  
              2.1     Agreement and Plan of Merger and Reorganization between The
                      Indus Group, Inc., a California corporation ("Indus"), the
                      Registrant and TSW International, Inc., a Georgia
                      corporation ("TSW"), dated as of June 5, 1997, and as
                      amended on July 21,
  1997 (the "Agreement of Merger"). (Incorporated by
                      reference to Appendix A-1 of the Joint Proxy
                      Statement/Prospectus of Indus and TSW included in the
                      Registration Statement on Form S-4 filed on August 7, 1997
                      (File No. 333-33113) (the "Joint Proxy
                      Statement/Prospectus")).
  
              2.2     First Amendment to Agreement of Merger dated as of July 21,
                      1997 by and among the Registrant, Indus and TSW.
                      (Incorporated by reference to the Registrant's Registration
                      Statement on Form S-4 (File No. 333-33113) filed with the
                      Securities and Exchange Commission on August 7, 1997 (the
                      "Form S-4")).
  
              2.3     Form of Agreement of Merger of Indus Sub, Inc., the
                      Registrant and Indus. (Incorporated by reference to Appendix
                      A-2 of the Joint Proxy Statement/Prospectus).
  
              2.4     Form of Agreement and Plan of Merger of TSW, the Registrant
                      and TSW Sub, Inc. (Incorporated by reference to Appendix A-3
                      of the Joint Proxy Statement/Prospectus).
  
              4.1     Form of Registration Rights Agreement to be entered into
                      among the Registrant, Warburg, Pincus Investors, L.P.
                      ("Warburg"), Robert W. Felton, Richard W. MacAlmon, John W.
                      Blend, III and John R. Oltman. (Incorporated by reference to
                      Exhibit 4.1 of the Registrant's Form S-4).
  
              4.2     Form of Indus Affiliate Agreement dated as of June 5, 1997
                      entered into by the Registrant, Indus, TSW and each of
                      Robert W. Felton, Richard W. MacAlmon, Michael E. Percy,
                      Alan G. Merten, Donald F. Robertson, Douglas R. Piper, Frank
                      M. Siskowski and Edward R. Koepfler. (Incorporated by
                      reference to Exhibit 4.2 of the Registrant's Form S-4).
  
              4.3     Form of TSW Affiliate Agreement dated as of June 5, 1997
                      entered into by the Registrant, Indus, TSW and each of
                      Warburg, Christopher R. Lane, John F. Bartels, John W.
                      Blend, III, Kenneth C. Colby, Jr., David J. Loesch, Allen D.
                      Vaughn, John R. Oltman, George D. Busbee, William H. Janeway
                      and Joseph P. Landy. (Incorporated by reference to Exhibit
                      4.3 of the Registrant's Form S-4).
  
              4.4     Felton Affiliate Agreement dated as of June 5, 1997 entered
                      into among the Registrant, Indus, TSW and Warburg.
                      (Incorporated by reference to Exhibit 4.4 of the
                      Registrant's Form S-4).
  
              4.5     Warburg Affiliate Agreement dated as of June 5, 1997 entered
                      into among the Registrant, Indus, TSW and Warburg.
                      (Incorporated by reference to Exhibit 4.5 of the
                      Registrant's Form S-4).
  
              4.6     Nomination Agreement to be entered into among the
                      Registrant, Warburg and Robert W. Felton. (Incorporated by
                      reference to Exhibit 4.6 of the Registrant's Form S-4).
  4.7     Specimen certificate for Registrant's Common Stock.
                      (Incorporated by reference to Exhibit 4.7 of the
                      Registrant's Form S-4).
  
             23.1     Consent of Ernst & Young LLP, Independent Auditors.
  
             23.2     Consent of Ernst & Young LLP, Independent Auditors.
  INDEX TO EXHIBITS
  EXHIBIT                                   DESCRIPTION
  NUMBER
  2.1          Agreement and Plan of Merger and Reorganization between The Indus
               Group, Inc., a California corporation ("Indus"), the Registrant,
               and TSW International, Inc., a Georgia corporation ("TSW"), dated
               as of June 5, 1997, and as amended on July 21, 1997 (the
               "Agreement of Merger"). (Incorporated by reference to Appendix A-
               1 of the Joint Proxy Statement/Prospectus of Indus and TSW
               included in the Registration Statement on Form S-4 filed on
               August 7, 1997 (File No. 333-33113) (the "Joint Proxy
               Statement/Prospectus")).
  
  2.2          First Amendment to Agreement of Merger dated as of July 21, 1997 by
               and among the Registrant, Indus and TSW. (Incorporated by reference
               to the Registrant's Registration Statement on Form S-4 (File No.
               333-33113) filed with the Securities and Exchange Commission on
               August 7, 1997 (the "Form S-4")).
  
  2.3          Form of Agreement of Merger of Indus Sub, Inc., the Registrant and
               Indus. (Incorporated by reference to Appendix A-2 of the Joint
               Proxy Statement/Prospectus).
  
  2.4          Form of Agreement and Plan of Merger of TSW, the Registrant and
               TSW Sub, Inc. (Incorporated by reference to Appendix A-3 of the
               Joint Proxy Statement/Prospectus).
   
  4.1          Form of Registration Rights Agreement to be entered into among the
               Registrant, Warburg, Pincus Investors, L.P. ("Warburg"), Robert W.
               Felton, Richard W. MacAlmon, John W. Blend, III and John R. Oltman.
               (Incorporated by reference to Exhibit 4.1 of the Registrant's Form
               S-4).
   
  4.2          Form of Indus Affiliate Agreement dated as of June 5, 1997 entered
               into by the Registrant, Indus, TSW and each of Robert W. Felton,
               Richard W. Mac Almon, Michael E. Percy, Alan G. Merten, Donald
               F. Robertson, Douglas R. Piper, Frank M. Siskowski and Edward R.
               Koepfler.  (Incorporated by reference to Exhibit 4.2 of the
               Registrant's Form S-4).
  4.3          Form of TSW Affiliate Agreement dated as of June 5, 1997 entered
               into by the Registrant, Indus, TSW and each of Warburg, Christopher
               R. Lane, John F. Bartels, John W. Blend, III, Kenneth C. Colby,
               Jr., David J. Loesch, Allen D. Vaughn, John R. Oltman, George D.
               Busbee, William H. Janeway and Joseph P. Landy. (Incorporated by
               reference to Exhibit 4.3 of the Registrant's Form S-4).
  
  4.4          Felton Affiliate Agreement dated as of June 5, 1997 entered into
               among the Registrant, Indus, TSW and Warburg. (Incorporated by
               reference to Exhibit 4.4 of the Registrant's Form S-4).
  
  4.5          Warburg Affiliate Agreement dated as of June 5, 1997 entered into
               among the Registrant, Indus, TSW and Warburg. (Incorporated by
               reference to Exhibit 4.5 of the Registrant's Form S-4).
  
  4.6          Nomination Agreement to be entered into among the Registrant,
               Warburg and Robert W. Felton. (Incorporated by reference to Exhibit
               4.6 of the Registrant's Form S-4).
  
  4.7          Specimen certificate for Registrant's Common Stock.  (Incorporated
               by reference to Exhibit 4.7 of the Registrant's Form S-4).
   
  23.1         Consent of Ernst & Young LLP, Independent Auditors.
  
  23.2         Consent of Ernst & Young LLP, Independent Auditors.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      INDUS INTERNATIONAL, INC.
  
  Dated: September 8, 1997            By: /s/ FRANK M. SISKOWSKI
                                         ---------------------------
                                          Frank M. Siskowski    
                                          Senior Vice President and
                                          Chief Financial Officer