-----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, HdCgyQs1W2IgmT64mTYWrNgZDphamaC3JaSYSkMLmVRGkWGXiDWb0LYSK2B881/t nXOcrfICTRfAc/II49zsCA== 0000950157-96-000458.txt : 19961218 0000950157-96-000458.hdr.sgml : 19961218 ACCESSION NUMBER: 0000950157-96-000458 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961217 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EDMARK CORP CENTRAL INDEX KEY: 0000777249 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 910858263 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45537 FILM NUMBER: 96682244 BUSINESS ADDRESS: STREET 1: 6727 185TH AVE NE STREET 2: PO BOX 97021 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 2065568400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INDIGO ACQUISITION CORP CENTRAL INDEX KEY: 0001027146 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133916731 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: OLD ORCHARD ROAD CITY: ARMONK STATE: NY ZIP: 10504-1783 BUSINESS PHONE: 9147654478 MAIL ADDRESS: STREET 1: OLD ORCHARD ROAD CITY: ARMONK STATE: NY ZIP: 10504-1783 SC 14D1/A 1 AMENDMENT NO. 3 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) ------------------------ Edmark Corporation (Name of Subject Company) Indigo Acquisition Corp. International Business Machines Corporation (Bidders) ------------------------ Common Stock, No Par Value (including the associated rights to purchase Common Stock) (Title of Class of Securities) ------------------------ 281094 20 1 (CUSIP Number of Class of Securities) ------------------------ Lawrence R. Ricciardi, Esq. Senior Vice President and General Counsel International Business Machines Corporation Old Orchard Road Armonk, New York 10504 (914) 765-1900 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------------ Copy to: Allen Finkelson, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000 ================================================================= International Business Machines Corporation ("IBM") and Indigo Acquisition Corp. ("Purchaser") hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 and Schedule 13D, originally filed on November 18, 1996, as amended by Amendments No. 1 and 2, with respect to their offer to purchase all outstanding shares of Common Stock, no par value, of Edmark Corporation, a Washington corporation (the "Company"), as set forth in this Amendment No. 3. Item 6. Interest in Securities of the Subject Company. On December 17, 1996, IBM issued a press release, a copy of which is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities. Item 7 is hereby amended and supplemented by reference to the First Amendment, dated as of December 17, 1996, to the Agreement and Plan of Merger among IBM, the Purchaser and the Company, a copy of which is attached hereto as Exhibit (c)(3) and is incorporated herein by reference. Item 10. Additional Information. On December 17, 1996, IBM issued a press release, a copy of which is attached hereto as Exhibits (a)(11) is incorporated herein by reference. Item 10 (f) is hereby amended and supplemented by reference to the First Amendment to the Agreement and Plan of Merger among IBM, the Purchaser and the Company, a copy of which is attached hereto as Exhibit (c)(3) and is incorporated herein by reference. Item 11. Material to be filed as Exhibits. (a)(11) Press Release, dated December 17, 1996. (c)(3) First Amendment, dated as of December 17, 1996, to Agreement and Plan of Merger, by and among IBM, the Purchaser and the Company. SIGNATURE After due 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: December 17, 1996 INDIGO ACQUISITION CORP., by: /s/ LEE A. DAYTON --------------------------- Name: Lee A. Dayton Title: President INTERNATIONAL BUSINESS MACHINES CORPORATION, by: /s/ JOHN E. HICKEY --------------------------- Name: John E. Hickey Title: Vice President, Assistant General Counsel and Secretary EXHIBIT INDEX Sequentially Exhibit No. Exhibit Numbered Page (a)(11) Press Release, dated December 17, 1996. (c)(3) First Amendment, dated as of December 17, 1996, to Agreement and Plan of Merger, by and among IBM, the Purchaser and the Company. EX-99.1 2 EXHIBIT (A)(11) EXHIBIT (A)(11) For Release: IMMEDIATE IBM - --------------------------------------------------------------------- International Business Machines Corporation Armonk, New York 10504 Contact: Scott Brooks (914) 765-4392 media@info.ibm.com IBM ANNOUNCES COMPLETION OF EDMARK TENDER OFFER ARMONK, N.Y., December 17, 1996 . . . IBM today announced that it successfully completed its tender offer to acquire the shares of Edmark Corporation at $15.50 per share. Over 90 percent of the approximately 7 million outstanding Edmark shares were tendered, and all such shares were accepted for payment by IBM following completion of the tender offer on December 16. Any Edmark shares not purchased in the tender offer will be acquired by IBM when the merger is completed, which is expected to occur by the end of the week. # # # 121796 EX-99 3 EXHIBT (C)(3) EXHIBIT (C)(3) AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT, dated as of December 17, 1996 (this "Amendment"), to the Agreement and Plan of Merger dated as of November 12, 1996 (the "Merger Agreement"), among International Business Machines Corporation, a New York corporation ("Parent"), Indigo Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent ("Sub"), and Edmark Corporation, a Washington corporation (the "Company"). W I T N E S S E T H: WHEREAS, Parent, Sub and the Company have agreed to amend the Merger Agreement, subject to the terms and conditions of this Agreement; NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Definitions. Capitalized terms used herein without definition are used as defined in the Merger Agreement. 2. Amendments to the Merger Agreement. (a) Section 2.01 of the Merger Agreement is hereby amended and restated to read in its entirety as follows: "SECTION 2.01. The Merger. Subject to the last two sentences of this Section 2.01, upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Washington Business Corporation Act (the "WBCA"), the Company shall be merged with and into Sub at the Effective Time (as defined in Section 2.03). Following the Effective Time, the separate corporate existence of the Company shall cease and Sub shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of the Company in accordance with the WBCA. At the election of Parent, (i) any direct or indirect wholly owned subsidiary (as defined in Section 10.03) of Parent may be substituted for and assume all of the rights and obligations of Sub as a constituent corporation in the Merger or (ii) Sub may be merged with and into the Company with the Company continuing as the Surviving Corporation with the effects set forth above and in Section 2.04. In either such event, the parties agree to execute an appropriate amendment to this Agreement in order to reflect the foregoing." (b) Section 2.05 of the Merger Agreement is hereby amended and restated to read in its entirety as follows: "SECTION 2.05. Articles of Incorporation and Bylaws. (a) The Articles of Incorporation of Sub as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law. (b) The Bylaws of Sub as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable law." (c) Section 3.01(a) of the Merger Agreement is hereby amended and restated to read in its entirety as follows: "(a) Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one fully paid and nonassessable share of Common Stock, par value $.01, of the Surviving Corporation." 3. Miscellaneous. Except as expressly amended and modified hereby, the Merger Agreement is hereby reaffirmed and remains in full force and effect. The headings contained in this Amendment are for reference purposes only and shall not affect in any way the meaning of interpretation of this Amendment. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Amendment shall be governed and construed in accordance with the laws of the State of New York without regard to any applicable conflicts of law, except to the extent the WBCA shall be held to govern the terms of the Merger. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective duly authorized representatives as of the date first above written. INTERNATIONAL BUSINESS MACHINES CORPORATION, by: /s/ LEE A. DAYTON ---------------------------- Name: Lee A. Dayton Title: Vice President, Corporate Development and Real Estate INDIGO ACQUISITION CORP., by: /s/ ARCHIE W. COLBURN ---------------------------- Name: Archie W. Colburn Title: Vice President, Treasurer, Assistant Secretary EDMARK CORPORATION, by /s/ DONNA G. STANGER ------------------------------ Name: Donna G. Stanger Title: Vice President, Product Development and Acting Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----