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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
(Amendment No. 1)
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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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<PAGE>
International Business Machines Corporation and Indigo
Acquisition Corp. hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 (the "Statement"), originally filed on
November 18, 1996, 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. 1. Capitalized terms not defined herein have the meanings assigned
thereto in the Statement.
Item 10. Additional Information.
On December 2, 1996, IBM issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated herein
by reference.
Item 11. Material to be filed as Exhibits.
(a)(10) Press Release, dated December 2, 1996.
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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 3, 1996
TOPAZ 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
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EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Numbered Page
(a)(10) Press Release, dated
December 2, 1996
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[Letterhead of IBM]
Contact: Scott Brooks
(914) 765-4392
[email protected]
IBM ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD INVOLVING EDMARK MERGER
ARMONK, N.Y., December 3, 1996 . . . IBM today announced
that the Hart-Scott-Rodino waiting period relating to IBM's proposed
merger with Edmark Corporation has expired. IBM's tender offer for
Edmark currently is scheduled to expire on December 16, 1996.
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