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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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EDMARK CORPORATION
(Name of Subject Company)
EDMARK CORPORATION
(Name of Person Filing Statement)
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COMMON STOCK, NO PAR VALUE
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK)
(Title of Class of Securities)
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281094 20 1
(CUSIP Number of Class of Securities)
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PAUL N. BIALEK
VICE PRESIDENT--FINANCE AND ADMINISTRATION,
CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER
EDMARK CORPORATION
6727 185TH AVENUE NE
REDMOND, WASHINGTON 98052
(206) 556-8400
(Name, address and telephone number of person authorized
to receive notices and communications
on behalf of the person filing this Statement)
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COPIES TO:
MICHAEL E. MORGAN, ESQ.
LAWRENCE J. STEELE, ESQ.
LANE POWELL SPEARS LUBERSKY
1420 FIFTH AVENUE, SUITE 4100
SEATTLE, WASHINGTON 98101
(206) 223-7000
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Edmark Corporation (the "Company") hereby amends its
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement"),
originally filed on November 18, 1996, with respect to the offer to purchase
all outstanding shares of Common Stock, no par value, of the Company,
made by International Business Machines Corporation and Indigo Acquisition
Corp. (the "Purchaser"), as set forth in this Amendment No. 1.
Item 8. ADDITIONAL INFORMATION
The Company notes that the Purchaser has amended its Tender Offer
Statement on Schedule 14D-1 to clarify that the Purchaser will construe the
terms of the Offer, in a manner consistent with the fifth paragraph under the
caption "Introduction" of the Offer to Purchase, such that the Purchaser will
not be required to accept for payment or, subject to any applicable rules and
regulations of the Commission, including Rule 14e-1(c) under the Exchange Act
(relating to the Purchaser's obligation to pay for or return tendered Shares
after the termination or withdrawal of the Offer), to pay for any Shares
tendered pursuant to the Offer unless the Minimum Condition shall have been
satisfied prior to the Expiration Date. The Purchaser will further construe
the terms of the Offer, in a manner consistent with the fifth paragraph under
Section 1 of the Offer to Purchase, such that the Purchaser will not be
required to accept for payment or, subject as aforesaid, to pay for any
Shares not theretofore accepted for payment and paid for, and may terminate
the Offer if, any time on or after the date of the Merger Agreement and prior
to the Expiration Date, any of the conditions set forth in clauses (a) - (g)
of Section 14 of the Offer to Purchase exist. Capitalized terms used herein
and not defined have the meanings assigned thereto in the Offer to Purchase.
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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 accurate.
EDMARK CORPORATION
By: /s/ Paul N. Bialek__________
Paul N. Bialek
VICE PRESIDENT--FINANCE AND
ADMINISTRATION,
CHIEF FINANCIAL OFFICER, SECRETARY
AND TREASURER
Dated: December 11, 1996
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