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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. 4)
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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
(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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Lawrence R. Ricciardi, 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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<PAGE>
International Business Machines Corporation ("IBM") and
Indigo Acquisition Corp. ("Purchaser") hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1 and Schedule 13D,
originally filed on November 18, 1996, as amended by Amendments No. 1,
2 and 3 with respect to their offer to purchase all outstanding shares
of Common Stock, no par value, of Edmark Corporation, a Washington
corporation (the "Company"), as set forth in this Amendment No. 4.
Item 10. Additional Information.
On December 18, 1996, IBM issued a press release, a copy of
which is attached hereto as Exhibit (a)(12) and is incorporated herein
by reference.
Item 11. Material to be filed as Exhibits.
(a)(12) Press Release, dated December 18, 1996.
<PAGE>
SIGNATURE
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 19, 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
<PAGE>
EXHIBIT INDEX
Sequentially
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Exhibit No. Exhibit Numbered Page
- ----------- ------- -------------
(a)(12) Press Release, dated
December 18, 1996.
EXHIBIT (a)(12)
IBM
Contact: Scott Brooks
(914) 765-4392
[email protected]
IBM ANNOUNCES COMPLETION OF EDMARK MERGER
ARMONK, N.Y., December 18, 1996 . . . IBM today announced
the completion of the merger with Edmark Corporation, marking the
conclusion of IBM's acquisition of Edmark.
All outstanding shares of Edmark not previously purchased in
IBM's tender offer were converted in the merger into the right to
receive the same $15.50 per share cash price paid in the tender offer.
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