SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
EDISON SCHOOLS INC.
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
281033100
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 7 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 281033100 Page 2 of 7 Pages
1 Name of Reporting Person
IRS Identification No. of Above Persons (ENTITIES ONLY)
INVESTOR INVESTMENTS AB
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
SWEDEN
5 Sole Voting Power
0
Number of
Shares
Beneficially 6 Shared Voting Power
Owned By 3,130,602
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
3,130,602
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,130,602
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
7.33%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 281033100 Page 3 of 7 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
INVESTOR AB
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
SWEDEN
5 Sole Voting Power
0
Number of
Shares
Beneficially 6 Shared Voting Power
Owned By 3,130,602
Each
Reporting 7 Sole Dispositive
Person 0
With
8 Shared Dispositive Power
3,130,602
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,130,602
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares*
[ ]
11 Percent of Class Represented By Amount in Row (9)
7.33%
12 Type of Reporting Person*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 7 Pages
Item 1(a) Name of Issuer:
Edison Schools Inc. (the "Issuer")
Item 1(b) Address of the Issuer's Principal Executive Offices:
521 Fifth Avenue, 15th Floor, New York, NY 10175
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Investor Investments AB, a Swedish corporation
("IIAB") and
ii) Investor AB, a publicly held Swedish corporation
("Investor AB").
This Statement relates to the Shares held for the account of IIAB. All
of the issued and outstanding common stock of IIAB is owned by Investor AB.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of IIAB and
Investor AB is Arsenalsgatan 8c, S-103 32, Stockholm, Sweden.
Item 2(c) Citizenship:
i) IIAB is a Swedish corporation and
ii) Investor AB is a publicly held Swedish corporation.
Item 2(d) Title of Class of Securities:
Class A Common Stock, $.01 par value ("Shares" or "Class A
Common Stock").
Item 2(e) CUSIP Number:
281033100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of August 9, 2000, each of the Reporting Persons may be
deemed the beneficial owner of 3,130,602 Shares. This number includes (A)
303,420 Shares issuable upon conversion of 303,420 shares of Class B Common
<PAGE>
Page 5 of 7 Pages
Stock, $.01 par value, of the Company ("Class B Common Stock"), (B) 86,794
Shares issuable upon exercise of 86,794 options for Class A Common Stock and (C)
9,646 Shares issuable upon exercise of 9,646 options for Class B Common Stock
and conversion of such shares. Each share of Class B Common Stock is convertible
at any time, at the option of the holder, into one Share of Class A Common
Stock.
Item 4(b) Percent of Class:
The number of Shares of which each of the Reporting Persons
may be deemed to be the beneficial owner constitutes approximately 7.33% of the
total number of Shares which would be outstanding assuming the exercise and
conversion of all of the securities held for the account of IIAB.
Item 4(c) Number of shares as to which such person has:
IIAB
----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,130,602
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,130,602
Investor AB
-----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,130,602
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 3,130,602
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
The shareholder of IIAB has the right to participate in the
receipt of dividends from, or proceeds from the sale of, the securities held by
IIAB in accordance with its ownership interests in IIAB.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
This Item 7 is not applicable.
<PAGE>
Page 6 of 7 Pages
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
<PAGE>
Page 7 of 7 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 9, 2000 INVESTOR INVESTMENTS AB
By: /S/ Marcus Wallenberg
------------------------
Name: Marcus Wallenberg
Title: Director
INVESTOR AB
By: /S/ Marcus Wallenberg
---------------------
Name: Marcus Wallenberg
Title: Chief Executive Officer
