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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. 3)
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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
and 2, 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. 3.
Item 6. Interest in Securities of the Subject Company.
On December 17, 1996, IBM issued a press release, a copy
of which is attached hereto as Exhibit (a)(11) and is incorporated
herein by reference.
Item 7. Contracts, Arrangements, Understandings or
Relationships with Respect to the Subject Company's Securities.
Item 7 is hereby amended and supplemented by reference to
the First Amendment, dated as of December 17, 1996, to the Agreement
and Plan of Merger among IBM, the Purchaser and the Company, a copy of
which is attached hereto as Exhibit (c)(3) and is incorporated herein
by reference.
Item 10. Additional Information.
On December 17, 1996, IBM issued a press release, a copy
of which is attached hereto as Exhibits (a)(11) is incorporated herein
by reference.
Item 10 (f) is hereby amended and supplemented by reference
to the First Amendment to the Agreement and Plan of Merger among IBM,
the Purchaser and the Company, a copy of which is attached hereto as
Exhibit (c)(3) and is incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
(a)(11) Press Release, dated December 17, 1996.
(c)(3) First Amendment, dated as of December 17, 1996, to
Agreement and Plan of Merger, by and among IBM, the
Purchaser and the Company.
<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 17, 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
Exhibit No. Exhibit Numbered Page
(a)(11) Press Release, dated
December 17, 1996.
(c)(3) First Amendment, dated as of
December 17, 1996, to Agreement
and Plan of Merger, by and among
IBM, the Purchaser and the Company.
EXHIBIT (A)(11)
For Release: IMMEDIATE IBM
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International Business
Machines Corporation
Armonk, New York 10504
Contact: Scott Brooks
(914) 765-4392
[email protected]
IBM ANNOUNCES COMPLETION OF EDMARK TENDER OFFER
ARMONK, N.Y., December 17, 1996 . . . IBM today announced that it
successfully completed its tender offer to acquire the shares of
Edmark Corporation at $15.50 per share. Over 90 percent of the
approximately 7 million outstanding Edmark shares were tendered, and
all such shares were accepted for payment by IBM following completion
of the tender offer on December 16.
Any Edmark shares not purchased in the tender offer will be
acquired by IBM when the merger is completed, which is expected to
occur by the end of the week.
# # #
121796
EXHIBIT (C)(3)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT, dated as of December 17, 1996 (this
"Amendment"), to the Agreement and Plan of Merger dated as of November
12, 1996 (the "Merger Agreement"), among International Business
Machines Corporation, a New York corporation ("Parent"), Indigo
Acquisition Corp., a Washington corporation and a wholly owned
subsidiary of Parent ("Sub"), and Edmark Corporation, a Washington
corporation (the "Company").
W I T N E S S E T H:
WHEREAS, Parent, Sub and the Company have agreed to amend
the Merger Agreement, subject to the terms and conditions of this
Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used herein without
definition are used as defined in the Merger Agreement.
2. Amendments to the Merger Agreement.
(a) Section 2.01 of the Merger Agreement is hereby amended
and restated to read in its entirety as follows:
"SECTION 2.01. The Merger. Subject to the last two sentences
of this Section 2.01, upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with
the Washington Business Corporation Act (the "WBCA"), the Company
shall be merged with and into Sub at the Effective Time (as
defined in Section 2.03). Following the Effective Time, the
separate corporate existence of the Company shall cease and Sub
shall continue as the surviving corporation (the "Surviving
Corporation") and shall succeed to and assume all the rights and
obligations of the Company in accordance with the WBCA. At the
election of Parent, (i) any direct or indirect wholly owned
subsidiary (as defined in Section 10.03) of Parent may be
substituted for and assume all of the rights and obligations of
Sub as a constituent
<PAGE>
corporation in the Merger or (ii) Sub may be merged with and into
the Company with the Company continuing as the Surviving
Corporation with the effects set forth above and in Section 2.04.
In either such event, the parties agree to execute an appropriate
amendment to this Agreement in order to reflect the foregoing."
(b) Section 2.05 of the Merger Agreement is hereby amended
and restated to read in its entirety as follows:
"SECTION 2.05. Articles of Incorporation and Bylaws. (a) The
Articles of Incorporation of Sub as in effect immediately prior
to the Effective Time shall be the articles of incorporation of
the Surviving Corporation, until thereafter changed or amended as
provided therein or by applicable law.
(b) The Bylaws of Sub as in effect immediately prior to
the Effective Time, shall be the bylaws of the Surviving
Corporation, until thereafter changed or amended as provided
therein or by applicable law."
(c) Section 3.01(a) of the Merger Agreement is hereby
amended and restated to read in its entirety as follows:
"(a) Capital Stock of Sub. Each issued and outstanding share
of capital stock of Sub shall be converted into and become one
fully paid and nonassessable share of Common Stock, par value
$.01, of the Surviving Corporation."
3. Miscellaneous. Except as expressly amended and modified
hereby, the Merger Agreement is hereby reaffirmed and remains in full
force and effect. The headings contained in this Amendment are for
reference purposes only and shall not affect in any way the meaning of
interpretation of this Amendment. This Amendment may be executed in
several counterparts, each of which shall be deemed an original and
all of which together shall constitute one and the same instrument.
This Amendment shall be governed and construed in accordance with the
laws of the State of New York without regard to any applicable
conflicts of law, except to the extent the WBCA shall be held to
govern the terms of the Merger.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective duly authorized
representatives as of the date first above written.
INTERNATIONAL BUSINESS
MACHINES CORPORATION,
by: /s/ LEE A. DAYTON
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Name: Lee A. Dayton
Title: Vice President,
Corporate Development
and Real Estate
INDIGO ACQUISITION CORP.,
by: /s/ ARCHIE W. COLBURN
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Name: Archie W. Colburn
Title: Vice President,
Treasurer, Assistant
Secretary
EDMARK CORPORATION,
by /s/ DONNA G. STANGER
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Name: Donna G. Stanger
Title: Vice President, Product
Development and Acting
Chief Executive Officer
