TSW International, Inc.
Proposed Ticker:TSWI 3301 Windy Ridge Parkway
Exchange:NASDAQ-National Market Atlanta, GA 30309
Industry:High-Tech (SIC Code 7372) (770) 952-8444

Filing Information (This offering has been postponed)
Type of Shares:Common Shares Filing Date:5/5/97
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $51,750,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Alex. Brown & Sons IncorporatedLead Manager (410) 895-2700
SoundView Financial Group, Inc.Co-manager (203) 462-7242
Wessels, Arnold & HendersonCo-manager (612) 373-6105

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Troutman Sanders LLP, of Atlanta, Georgia
Bank's Law Firm: King & Spalding
Auditor: Ernst & Young

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
3/31/97 3/31/97
Revenue:$67.10Assets:$42.34
Net Income:-$3.40Curr Assets:
EPS:-$0.99Liabilities:$58.95
Prior EPS:Curr Liabilities:
Cash Flow/Oper:-$11.91Equity:-$16.61
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company develops, markets and supports advanced Asset Care application software and provides related services that enable customers to plan, execute, monitor and improve asset maintenance processes. The company is a leading provider of Asset Care-TM- solutions, which are used by large organizations to maintain their valuable physical assets on an enterprise-wide basis. With the company's products, customers are better able to increase equipment and production capacity, reduce operating costs and safeguard the workforce and the environment. The company's sales and professional services functions are organized into vertical industry sectors to best match the company's solution to its customers' business requirements. Typical licensees of the company's software include discrete and process manufacturers, utilities, hospitals, mining companies, transportation authorities, educational systems, telecommunications providers and governmental institutions.

Use of Proceeds
The proceeds from the proposed offering will be used to repay outstanding debt and for general corporate purposes.

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