<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D-A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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).
<PAGE> 2
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 10,901,516
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,901,516
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,901,516
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*
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> 3
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 10,901,516
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,901,516
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,901,516
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*
CO
SCHEDULE 13D
Page 3 of 12
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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 10,901,516
reporting
person 9 SOLE DISPOSITIVE POWER
with 0
10 SHARED DISPOSITIVE POWER
10,901,516
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,901,516
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*
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 12
<PAGE> 5
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 10,901,516
beneficially
owned by 8 SHARED VOTING POWER
each 5,000
reporting
person 9 SOLE DISPOSITIVE POWER
with 10,901,516
10 SHARED DISPOSITIVE POWER
5,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,906,516
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 12
<PAGE> 6
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
Page 6 of 12
<PAGE> 7
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
16, 2000, IDG had purchased 179,100 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 10,901,516 shares
includes 10,759,849 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 125,000
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 10,906,516 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, the total number of shares represents
approximately 74.4% of the shares of IDG Books Common Stock deemed outstanding
on February 16, 2000. Because the Class B Common Stock entitles its holder to
ten votes per share, the shares represent approximately 76.2% 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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<PAGE> 8
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 17, 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 12
<PAGE> 9
Schedule 1
EXECUTIVE OFFICERS AND DIRECTORS OF IDG ENTERPRISES, INC.
The name and present principal occupation or employment of each
director and executive officer of IDG Enterprises, Inc. is set forth below.
Unless otherwise indicated, each person below is a citizen of the United States,
and the principal business in which each such person's employment is conducted
and its address is c/o International Data Group, Inc., One Exeter Plaza, 15th
Floor, Boston, MA 02116-1200. To the knowedge of IDG Enterprises, Inc., no
person below has during the last five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
DIRECTORS OF IDG ENTERPRISES, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Kelly P. Conlin President, International
Data Group, Inc.
Edward B. Bloom Treasurer, International
Data Group, Inc.
Kari Johnson Banking Services PNC Bank
300 Delaware Ave.
Wilmington, DE 19801
Jayne C. Enos Vice President,
International Data
Group, Inc.
</TABLE>
EXECUTIVE OFFICERS OF IDG ENTERPRISES, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Kelly P. Conlin President, International
Data Group, Inc.
Andrew Panaccione Accounting Services Entity Services, Inc.
103 Faulk Road
Wilmington, DE 19803
Edward B. Bloom Treasurer, International
Data Group, Inc.
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS OF IDG HOLDINGS, INC.
The name and present principal occupation or employment of each
director and executive officer of IDG Holdings, Inc. is set forth below. Unless
otherwise indicated, each person below is a citizen of the United States, and
the principal business in which each such person's employment is conducted and
its address is IDG Books Worldwide, Inc., 919 East Hillsdale Boulevard, Suite
400, Foster City, CA 94404. No person below has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
Page 9 of 12
<PAGE> 10
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
DIRECTORS OF IDG HOLDINGS, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Kelly P. Conlin President, International
Data Group, Inc.
Edward B. Bloom Treasurer, International
Data Group, Inc.
Kari Johnson Banking Services PNC Bank
300 Delaware Ave.
Wilmington, DE 19801
Jayne C. Enos Vice President,
International
Data Group, Inc.
Susan K. Beesley Banking Services PNC Bank
300 Delaware Ave.
Wilmington, DE 19801
</TABLE>
EXECUTIVE OFFICERS OF IDG HOLDINGS, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Kelly P. Conlin President, International
Data Group, Inc.
Andrew Panaccione Accounting Services Entity Services, Inc.
103 Faulk Road
Wilmington, DE 19801
Edward B. Bloom Treasurer, International
Data Group, Inc.
</TABLE>
EXECUTIVE OFFICERS AND DIRECTORS OF INTERNATIONAL DATA GROUP, INC.
The name and present principal occupation or employment of each
director and executive officer of International Data Group, Inc. is set forth
below. Unless otherwise indicated, each person below is a citizen of the United
States, and the principal business in which each such person's employment is
conducted and its address is International Data Group, Inc., One Exeter Plaza,
15th Floor, Boston, MA 02116-1200. To the knowledge of International Data Group,
Inc., no person below has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
DIRECTORS OF INTERNATIONAL DATA GROUP, INC.
Page 10 of 12
<PAGE> 11
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Patrick J. McGovern Chairman,
International Data Group,
Inc.
W. Walter Boyd retired
Stephen E. Coit artist 24 Frances Street, Cambridge, MA
Etienne Davignon* Chairman, Societe
General de Belgique Rue Royale 30, Brussels B-1000, BELGIUM
Robert A. Farmer Former U.S. Consul
to Bermuda 1455 Ocean Drive, Miami Beach, FL 33139
Robert M. Metcalfe Vice President,
Technology, International
Data Group, Inc.
William P. Murphy retired
Abraham Siegel retired
V. Orville Wright retired
* Citizen of Belgium
</TABLE>
EXECUTIVE OFFICERS OF INTERNATIONAL DATA GROUP, INC.
<TABLE>
<CAPTION>
Name Principal Occupation Business Address
- ---- -------------------- ----------------
<S> <C> <C>
Patrick J. McGovern Chairman
Kelly P. Conlin President
Edward B. Bloom Vice President
& Treasurer
Jayne C. Enos Vice President
James G. Ghirardi Vice President
Marion Kibbee Vice President
Robert M. Metcalfe Vice President
Kevin Krull Vice President
</TABLE>
Page 11 of 12
<PAGE> 12
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 $10.3108
January 28, 2000 19,000 $ 9.7966
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
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.
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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