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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D-A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
IDG Books Worldwide, Inc.
(Name of Issuer)
Class A Common Stock $0.0001 par value per share
(Title of Class of Securities)
44934 10 6
(CUSIP Number)
Edward N. Gadsby, Jr., Esq.
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, MA 02109
(617) 832-1000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 7, 2000
(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(b)(3) or (4), check the following box |_|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. 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).
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SCHEDULE 13D
CUSIP NO. 449384 10 6 PAGE 2 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG Enterprises, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
Number of 7 SOLE VOTING POWER
shares 0
beneficially
owned by 8 SHARED VOTING POWER
each 10,941,516
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,941,516
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,941,516
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 449384 10 6 PAGE 3 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IDG Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
Number of 7 SOLE VOTING POWER
shares 0
beneficially
owned by 8 SHARED VOTING POWER
each 10,941,516
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,941,516
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,941,516
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.3%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
Page 3 of 9
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SCHEDULE 13D
CUSIP NO. 449384 10 6 PAGE 4 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Data Group, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
Number of 7 SOLE VOTING POWER
shares 0
beneficially
owned by 8 SHARED VOTING POWER
each 10,941,516
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,941,516
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,941,516
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 9
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SCHEDULE 13D
CUSIP NO. 449384 10 6 PAGE 5 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick J. McGovern
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number of 7 SOLE VOTING POWER
shares 10,941,516
beneficially
owned by 8 SHARED VOTING POWER
each 5,000
reporting
person 9 SOLE DISPOSITIVE POWER
with 10,941,516
10 SHARED DISPOSITIVE POWER
5,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,946,516
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 5 of 9
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ITEM 1. SECURITY AND ISSUER
NO AMENDMENT
ITEM 2. IDENTITY AND BACKGROUND
NO AMENDMENT
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
NO AMENDMENT
ITEM 4. PURPOSE OF TRANSACTION
On January 26, 2000, IDG announced in a press release that it planned
to purchase up to
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500,000 shares of IDG Books Worldwide, Inc. common stock, or 3.4 percent of the
current outstanding shares, from time to time at prevailing market prices. IDG
then stated in its press release that at current prices, IDG believed that IDG
Books Worldwide, Inc. shares represented a good value, and so IDG had decided to
increase its holdings.
IDG, through its indirect wholly-owned subsidiary, Enterprises, began
purchasing shares pursuant to this plan on January 27, 2000. Through February
25, 2000, IDG had purchased 219,100 shares in open market transactions. Each of
these purchases and each other transaction in IDG Books Common Stock effected by
the reporting persons during the sixty days preceding the date of this Schedule
13D are listed on Schedule 2 hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information for each reporting person contained in Items 5 through
11 of the cover pages of this statement is incorporated by reference. For all of
the reporting persons other than Mr. McGovern, the total of 10,941,516 shares
includes 10,824,849 shares of Class A Common Stock of IDG Books held by
Enterprises, 16,667 shares of Class A Common Stock subject to options held by
IDG and exercisable within 60 days from the date of this report and 100,000
shares of Class B Common Stock of IDG Books held by Enterprises. The Class B
Common Stock entitles the holder to ten votes per share.
For Mr. McGovern, the total of 10,946,516 shares includes all of the
shares discussed in the foregoing paragraph as well as 5,000 shares of Class A
Common Stock held by Mr. McGovern's wife. Mr. McGovern disclaims beneficial
ownership of these shares.
For each reporting person other than Mr. McGovern, the total number of
shares represents approximately 74.3% of the shares of IDG Books Common Stock
deemed outstanding on February 25, 2000. For Mr. McGovern, the total number of
shares represents approximately 74.4% of the shares deemed outstanding on that
date. Because the Class B Common Stock entitles its holder to ten votes per
share, the shares represent approximately 75.8% of the voting power of IDG
Books.
All transactions in IDG Books Worldwide, Inc. common stock effected by
the reporting persons during the sixty days preceding the date of this Schedule
13D are listed on Schedule 2 hereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
NO AMENDMENT
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
NO AMENDMENT
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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.
February 25, 2000
---------------------------------
(Date)
IDG Enterprises, Inc.
By: /s/ Edward B. Bloom
-----------------------------
Edward B. Bloom
Vice President
IDG Holdings, Inc.
By: /s/ Edward B. Bloom
-----------------------------
Edward B. Bloom
Vice President
International Data Group, Inc.
By: /s/ Edward B. Bloom
-----------------------------
Edward B. Bloom
Vice President
/s/ Patrick J. McGovern*
---------------------------------
Patrick McGovern
* By Edward N. Gadsby, Jr., as attorney-in-fact
Page 8 of 9
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Schedule 2
Transactions in the Past Sixty Days
PURCHASES BY ENTERPRISES
Beginning January 27, 2000, IDG Enterprises, Inc. made the following
acquisitions of shares of Class A Common Stock of IDG Books Worldwide, Inc. The
shares were purchased in market transactions.
Date of Purchase: Number of Shares: Price per share:
January 27, 2000 15,000 $ 9.7966
January 28, 2000 19,000 $10.3108
January 31, 2000 20,000 $ 9.7009
February 1, 2000 10,100 $10.4459
February 2, 2000 4,500 $11.4761
February 3, 2000 11,100 $12.7844
February 4, 2000 20,500 $13.8464
February 7, 2000 12,500 $13.7275
February 8, 2000 22,100 $13.7889
February 9, 2000 5,000 $12.8212
February 10, 2000 7,800 $12.9719
February 11, 2000 3,000 $13.6441
February 14, 2000 5,000 $13.6650
February 15, 2000 3,500 $13.4596
February 16, 2000 20,000 $13.8963
February 12, 2000 7,000 $13.4864
February 18, 2000 20,000 $13.8525
February 22, 2000 5,000 $13.2238
February 23, 2000 1,000 $13.5400
February 24, 2000 3,000 $14.0191
------ --------
February 25, 2000 4,000 $13.9078
------ --------
CONVERSION OF CLASS B COMMON STOCK
On February 4, 2000, IDG Enterprises, Inc. converted 75,000 shares of Class
B Common Stock into an equal number of shares of Class A Common Stock.
On February 25, 2000, IDG Enterprises, Inc. couverted 25,000 shares of Class
B Common Stock into an equal number of shares of Class A Common Stock.
VESTING OF OPTIONS
On January 7, 2000, options held by IDG to purchase shares of Class A Common
Stock of IDG Books became exercisable for 1,667 additional shares, pursuant to
the terms of the options.
ACQUISITION OF SHARES
On January 4, 2000, Lore McGovern acquired 4,000 shares of Class A Common
Stock of IDG Books in market transactions at a price of $11.75 per share. Lore
McGovern is the wife of Patrick J. McGovern, Chairman of International Data
Group, Inc. Mr. McGovern disclaims beneficial ownership of these shares.
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