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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B)(C), AND (D) AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. )*
TIBCO SOFTWARE INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
88632Q 10 3
(CUSIP NUMBER)
DECEMBER 31, 1999
-----------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1745 (3-98) Page 1 of 5 pages
<PAGE>
CUSIP NO. 88632Q 10 3 13G
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Reuters Nederland B.V.
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] Not applicable.
(b) [ ]
3. SEC Use Only
----------------
4. Citizenship or Place of Organization: The Netherlands
-----------------------------------------
5. Sole Voting Power: 89,456,6651
-----------
Number of Shares ----------------------------------------------------
Beneficially 6. Shared Voting Power: 0
-
Owned by Each ----------------------------------------------------
Reporting 7. Sole Dispositive Power: 112,089,843
-----------
Person With: ----------------------------------------------------
8. Shared Dispositive Power: 0
-
9. Amount Beneficially Owned by Each Reporting Person: 112,089,843
-----------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9): 61%
---
12. Type of Reporting Person (See Instructions): 00
--
- ----------
TIBCO Software Inc.'s stockholders agreement limits Reuters Nederland B.V.'s
right to vote greater than 49% of the total votes eligible to be cast in any
matter submitted to a vote of stockholders.
SEC 1745 (3-98) Page 2 of 5 pages
<PAGE>
Item 1.
(a) Name of Issuer: TIBCO Software Inc.
(b) Address of Issuer's Principal Executive Offices:
3165 Porter Drive
Palo Alto, CA 94304
Item 2.
(a) Name of Person Filing: Reuters Nederland B.V.
(b) Address of Principal Business Office or, if none, Residence:
85 Fleet Street
London, UK EC4P 4AJ
(c) Citizenship: The Netherlands
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 88632Q 10 3
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a :
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment advisor in accordance with
(S)240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with (S)240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with (S)240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
SEC 1745 (3-98) Page 3 of 5 pages
<PAGE>
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 112,089,843
-----------
(b) Percent of class: 61%
---
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 89,456,6652
-----------
(ii) Shared power to vote or to direct the vote: 0
-
(iii) Sole power to dispose or to direct the disposition
of: 112,089,843
-----------
(iv) Shared power to dispose or to direct the disposition of: 0
-
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
- ----------
2 TIBCO Software Inc.'s stockholders agreement limits Reuters Nederland B.V.'s
right to vote greater than 49% of the total votes eligible to be cast in
any matter submitted to vote of stockholders.
SEC 1745 (3-98) Page 4 of 5 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 24, 2000
--------------------------------------
(Date)
/s/ Julian Brown
--------------------------------------
(Signature)
Julian Brown, Attorney-in-fact
--------------------------------------
(Name/Title)3
Exhibit No. Exhibit
- ----------- -------
99.1 Power of Attorney, dated February 24, 2000
- --------
3 See Exhibit A for Power of Attorney
SEC 1745 (3-98) Page 5 of 5 pages
EXHIBIT 99.1
POWER OF ATTORNEY
-----------------
The undersigned, Reuters Nederland, B.V., hereby constitutes and
appoints Julian Brown and Andrew Wood its attorneys-in-fact, with full power of
substitution, to execute statements on Schedule 13G (including any and all
amendments thereto) by the undersigned, for purposes of Section 13(g) of the
United States Securities Exchange Act of 1934, as amended, of shares of Common
Stock of TIBCO Software Inc., and to file said statements (including any and all
amendments thereto), with exhibits thereto, with the United States Securities
and Exchange Commission. The undersigned do hereby authorize, ratify and confirm
all that said attorneys-in-fact, and their substitute(s) (if any), shall do or
cause to be done by virtue hereof.
Dated as of February 24, 2000 REUTERS NEDERLAND B.V.
By: /s/ T.A.M. Hakvoort
---------------------
Name: T.A.M. Hakvoort
Title: Director
