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Bindview Development Corporation
3355 West Alabama, Suite 1200, Houston, TX 77098 * (713) 843-1799

The company designs, markets and supports a suite of systems management network software products that manage the security and integrity of complex, distributed client/server networks operating on Microsoft NT and Novell Netware environments.

Primary Underwriting Group
ManagerTierPhone
BancAmerica Robertson StephensLead Manager (415) 989-8500
BT Alex BrownCo-manager (410) 727-1700
Donaldson, Lufkin & Jenrette Securities Corp.Co-manager (212) 371-0641

Offering Information
NASNTL:BVEW High-Tech: SIC 7372
Type of Shares:Common Shares Filing Date:5/15/98
U.S. Shares:3,750,000 Offer Date:7/24/98
Non-U.S. Shares:0 Filing Range:$9.00 - $11.00
Primary Shares:2,762,385 Offer Price:$10.00
Secondary Shares:987,615 Gross Spread:$0.70
Offering Amount: $37,500,000 Selling:$0.40
Expenses: - Reallowance:$0.10
Post-IPO Shares: -
Employees:182

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Fulbright & Jaworski
Bank's Law Firm: Gunderson Dettmer Stough Villeneuve Franklin
Auditor: Grant Thornton

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 3/31/98 3/31/97 3/31/98
Revenue:$20.84$5.84$3.42Assets:$17.11
Net Income:-$8.03$0.40$0.48Curr Assets:$15.32
EPS:-$0.85$0.02$0.03Liabilities:$4.46
Prior EPS:$0.12Curr Liab:$4.46
Cash Flow/Oper:$5.07$2.48$1.37Equity:$12.65
Cash Flow/Fin:$2.72-$0.13Cash:$9.12
Cash Flow/Inv:-$1.35-$0.56-$0.22Working Cap:$10.86

Competition
The market in which the Company competes is intensely competitive and characterized by rapidly changing technology and evolving standards. Companies offering competitive products vary in the scope and breadth of the products and services offered and include: (i) providers of security analysis and audit products, such as Axent Technologies, Inc. and Security Dynamics Technologies, Inc.; (ii) providers of standalone inventory and asset management products such as Tally Systems Corp.; (iii) providers of LAN desktop management suites, such as Intel Corporation, Hewlett-Packard Company and Microsoft Corporation; and (iv) providers of Year 2000 assessment products such as Network Associates, Inc. In addition, the native tools provided by Novell, Inc. and third-party tools provided by certain vendors, such as Computer Associates, Inc. and other companies, may compete with certain management features of the Company's products. The Company has experienced, and expects to continue to experience, increased competition from current and potential competitors, many of whom have greater name recognition, a larger installed customer base and significantly greater financial, technical, marketing, and other resources than the Company. Such competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or devote greater resources to the development, promotion and sale of their products than the Company. The Company expects additional competition as other established and emerging companies enter into the systems management software market and new products and technologies are introduced. Increased competition could result in price reductions, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share, any of which would materially adversely affect the Company's business, operating results and financial condition.

Business Plan
The Company's objective is to be the leading provider of systems management software for enterprise networks. Key elements of the Company's strategy to achieve these objectives include: (I) Enhance Leadership Position in Security Assessment Software, (ii) Enhance Systems Administration Capabilities, (iii) Apply Query-based Management to New Applications, (iv) Expand Direct Telesales Model, (v) Leverage Existing Customer Base and (vi) Strengthen Strategic Relationships.

Use of Proceeds
The proceeds from the proposed offering will be used for working capital and general corporate purposes.

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