UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RIVERDEEP GROUP PLC
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(Name of Issuer)
AMERICAN DEPOSITORY SHARES, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
76870Q109
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(CUSIP Number)
Donald D. Westfall, Esq.
Associate General Counsel
International Business Machines Corporation
New Orchard Road
Armonk, NY 10504-1783
(914) 499-4478
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEPTEMBER 1, 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 purposes 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>
CUSIP No. 76870Q109
1. Name of Reporting Person: International
Business Machines
Corporation
S.S. or I.R.S. Identification No. of Above 13-0871985
Person:
2. Check the appropriate Box if a Member of (a) |_|
a Group
(b) |X|
3. SEC Use Only
4. Source of Funds: 00
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant to
Item 2(d) or 2(e): |_|
6. Citizenship or Place of Organization: New York
Number of Shares Beneficially Owned by
Reporting Person With:
7. Sole Voting Power: 4,572,350
8. Shared Voting Power: None
9. Sole Dispositive Power: 4,572,350
10. Shared Dispositive Power: None
11. Aggregate Amount Beneficially Owned by
Reporting Person: 4,572,350
12. Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares: |_|
13. Percent of Class Represented by Amount
in Row (11): Approximately 14.2%
14. Type of Reporting Person: CO
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the American
Depository Shares, each of which represents the right at the date hereof to
receive six Ordinary Shares, nominal value of $0.10 each of Riverdeep Group plc,
incorporated under the laws of Ireland ("Riverdeep"). The address of the
principal executive offices of Riverdeep is 8th Floor, Apollo House, Tara
Street, Dublin, 2, Ireland.
Item 2. Identity and Background.
International Business Machines Corporation ("IBM") is a New York
corporation with its principal office and business at New Orchard Road, Armonk,
New York 10504. IBM develops, manufactures and sells advanced information
processing products, including computers and micro electronic technology,
software, networking systems and information technology-related services.
The attached Schedule I is a list of the directors and executive officers
of IBM which contains the following information with respect to each such
person: (a) name; (b) business address; (c) present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted; and (d) citizenship.
During the last five years, neither IBM nor, to the best of IBM's
knowledge, any person named in Schedule I (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Asset Purchase Agreement, dated as of July 31, 2000, by
and among Riverdeep Group plc, an Irish corporation ("Buyer"), Edmark
Corporation, a Washington corporation ("Seller"); and International Business
Machines Corporation, a New York Corporation, ("IBM"), the Seller sold specified
assets to the Buyer and IBM received as consideration American Depository Shares
in the Buyer.
The description of the Asset Purchase Agreement contained herein is
qualified in its entirety by reference to that agreement, which is attached
hereto as Exhibit 1.
Item 4. Purpose of Transaction.
The purpose of the Asset Purchase Agreement was to transfer the specified
assets to the Buyer in return for the consideration specified in the Asset
Purchase Agreement.
The purpose of the Registration Rights Agreement was to induce Seller and
IBM to enter into the Asset Purchase Agreement and to provide specified
registration and other rights for the equity in the Buyer being provided
pursuant to the Asset Purchase Agreement.
Concurrently with this transaction, the Buyer announced that it was naming
Lee A. Dayton, Vice President of Corporate Development and Real Estate, IBM, to
the Buyer's board of directors.
The descriptions of the Asset Purchase Agreement and the Registration
Rights Agreement contained herein are qualified in their entirety by reference
to those agreements, which are attached hereto as Exhibits 1 and 2.
<PAGE>
Item 5. Interest in Securities of the Issuer.
As a result of this transaction, IBM now owns 4,572,350 American Depository
Shares of Riverdeep. See also Item 1 above. IBM disclaims any interest in any
shares held by any of its affiliated employee benefit plans, including pension
funds and medical and dental funds, and in certain affiliated entities which may
hold shares for charitable purposes.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information set forth under Items 3, 4 and 5 above are incorporated
herein by reference.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1: Asset Purchase Agreement dated as of July 31, 2000 among
Riverdeep Group plc, Edmark Corporation and International
Business Machines Corporation.
Exhibit 2: Registration Rights Agreement dated as of September 1,
2000, among Riverdeep Group plc, Edmark Corporation and
International Business Machines Corporation.
<PAGE>
(Signature)
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.
Dated: September 11, 2000
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By:
/s/ LEE A. DAYTON
------------------
Lee A. Dayton
Vice President, Corporate
Development and Real Estate
<PAGE>
SCHEDULE I
Name, business address, and present
principal occupation or employment of
the directors and executive officers of
International Business Machines Corporation
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<TABLE>
<CAPTION>
NAME, BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
<S> <C> <C>
Louis V. Gerstner, Jr. Chairman of the Board and United States of
International Business Machines Chief Executive Officer of America
Corporation IBM since 1993.
New Orchard Road
Armonk, NY 10504
Cathleen Black President, Hearst Magazines, United States of
Hearst Magazines a division of The Hearst America
959 8th Avenue Corporation
New York, NY 10019
Kenneth I. Chenault President and United States of
American Express Company Chief Operating Officer, America
World Financial Center American Express Company
200 Vesey Street
New York, NY 10285
Juergen Dormann Chairman of the Germany
Aventis S.A. Board of Management,
67917 Strasbourg, Cedex 9 Aventis S.A.
France
Nannerl O. Keohane President and professor of United States of
Office of the President political science at Duke America
207 Allen Building University.
Box 90001
Duke University
Durham, NC 27708-0001
Charles F. Knight Chairman and Chief Executive United States of
Emerson Electric Co. Officer, Emerson Electric Co. America
8000 West Florissant Avenue
St. Louis, MO 63136-8506
Minoru Makihara Chairman, Mitsubishi Japan
Mitsubishi Corporation Corporation
6-3 Marunouchi 2-chome
Chyoda-ku
Tokyo 200-8086
Japan
Lucio A. Noto Vice Chairman, United States of
Exxon Mobil Corporation Exxon Mobil Corporation America
5959 Las Colinas Boulevard
Irving, TX 75039
Samuel J. Palmisano President and Chief Operating United States of
International Business Machines Officer, International America
Corporation Business Machines
Route 100 Corporation
Somers, NY 10589
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
John B. Slaughter President and Chief Executive United States of
National Action Council for Officer, National Action America
Minorities in Engineering Council for Minorities in
The Empire State Building Engineering
350 Fifth Avenue
New York, NY 10118-2299
John M. Thompson Vice Chairman, International Canada
International Business Machines Business Machines Corporation
Corporation
New Orchard Road
Armonk, NY 10504
Alex Trotman Retired Chairman and Chief United States of
Ford Motor Company Executive Officer, Ford America
One Parklane Boulevard Motor Company
Dearborn, MI 48126
Lodewijk C. van Wachem Chairman of the supervisory Netherlands
Royal Dutch Petroleum Company board of Royal Dutch
P.O. Box 162 Petroleum Company
2501 AN The Hague
Netherlands
Charles M. Vest President and professor of United States of
Massachusetts Institute of mechanical engineering at America
Technology the Massachusetts Institute
President's Office of Technology
Room 3-208
77 Massachusetts Avenue
Cambridge, MA 02139
Nicholas M. Donofrio Senior Vice President and United States of
International Business Machines Group Executive of IBM America
Corporation
New Orchard Road
Armonk, NY 10504
Douglas T. Elix Senior Vice President and Australia
International Business Machines Group Executive of IBM
Corporation
Route 100
Somers, NY 10589
William A. Etherington Senior Vice President and Canada
International Business Machines Group Executive of IBM
Corporation
1133 Westchester Avenue
White Plains, NY 10604
J. Bruce Harreld Senior Vice President of United States of
International Business Machines Strategy of IBM America
Corporation
New Orchard Road
Armonk, NY 10504
Paul M. Horn Senior Vice President United States of
International Business Machines of Research of IBM America
Corporation
T. J. Watson Research Center
Route 134
Yorktown Heights, NY 10598
John R. Joyce Senior Vice President United States of
International Business Machines and Chief Financial Officer America
Corporation of IBM
New Orchard Road
Armonk, NY 10504
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
David B. Kalis Senior Vice President of United States of
International Business Machines Communications of IBM America
Corporation
New Orchard Road
Armonk, NY 10504
John E. Kelly Senior Vice President and United States of
International Business Machines Group Executive of IBM America
Corporation
Route 100
Somers, NY 10589
Abby F. Kohnstamm Senior Vice President of United States of
International Business Machines Marketing of IBM America
Corporation
New Orchard Road
Armonk, NY 10504
J. Randall MacDonald Senior Vice President of United States of
International Business Machines Human Resources of IBM America
Corporation
New Orchard Road
Armonk, NY 10504
Steven A. Mills Senior Vice President United States of
International Business Machines and Group Executive America
Corporation
Route 100
Lawrence R. Ricciardi Senior Vice President and United States of
International Business Machines General Counsel of IBM America
Corporation
New Orchard Road
Armonk, NY 10504
Linda S. Sanford Senior Vice President United States of
International Business Machines and Group Executive of IBM America
Corporation
Route 100
Somers, NY 10589
William M. Zeitler Senior Vice President and United States of
International Business Machines Group Executive America
Corporation
Route 100
Somers, NY 10589
Daniel E. O'Donnell Vice President, Assistant United States of
International Business Machines General Counsel and America
Corporation Secretary of IBM
New Orchard Road
Armonk, NY 10504
Mark Loughridge Vice President and Controller United States of
International Business Machines of IBM America
Corporation
New Orchard Road
Armonk, NY 10504
Robert F. Woods Vice President and Treasurer United States of
International Business Machines of IBM America
Corporation
New Orchard Road
Armonk, NY 10504
</TABLE>
