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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Edmark Corporation
(Name of Subject Company)
Indigo Acquisition Corp.
International Business Machines
Corporation
(Bidders)
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Common Stock, No Par Value
(Title of Class of Securities)
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281094 20 1
(CUSIP Number of Class of Securities)
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Lawrence R. Riccardi, Esq.
Senior Vice President and General Counsel
International Business Machines Corporation
Old Orchard Road
Armonk, New York 10504
(914) 765-1900
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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International Business Machines Corporation and Indigo
Acquisition Corp. hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 and Schedule 13D (the "Statement"),
originally filed on November 18, 1996, as amended by Amendment No. 1
thereto filed on December 3, 1996 ("Amendment No. 1"), with respect to
their offer to purchase all outstanding shares of Common Stock, no par
value, of Edmark Corporation, a Washington corporation, as set forth
in this Amendment No. 2.
Item 10. Additional Information.
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.
The signature block to Amendment No. 1 is hereby revised to
indicate that the signatories thereto were Indigo Acquisition Corp.
and International Business Machines Corporation.
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SIGNATURE
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After due 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: December 9, 1996
INDIGO ACQUISITION CORP.,
by: /s/ LEE A. DAYTON
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Name: Lee A. Dayton
Title: President
INTERNATIONAL BUSINESS MACHINES CORPORATION,
by: /s/ JOHN E. HICKEY
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Name: John E. Hickey
Title: Vice President, Assistant General
Counsel and Secretary
