SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
RIVERDEEP GROUP PLC
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(Name of Issuer)
American Depositary Shares
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(Title of Class of Securities)
76870Q109
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(CUSIP Number)
December 27, 2001
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(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 the
disclosures 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).
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CUSIP No. 76870Q109 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
International Business Machines Corporation, 13-0871985
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
872,350
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 872,350
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,350*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.37%*
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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*Reflects transfer of 1,700,000 American Depositary Shares to an IBM related
trust.
Page 3 of 4 Pages
ITEM 1(a): NAME OF ISSUER:
Riverdeep Group plc
ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Corporate Headquarters USA:
125 Cambridge Park Drive
Cambridge, MA 02140
Corporate Headquarters Ireland:
Styne House, Third Floor
Upper Hatch Street
Dublin 2, Ireland
ITEM 2(a) NAME OF PERSON FILING
International Business Machines Corporation
ITEM 2(b): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
New Orchard Road
Armonk, New York 10504
ITEM 2(c): CITIZENSHIP:
New York
ITEM 2(d): TITLE OF CLASS OF SECURITIES:
American Depositary Shares
ITEM 2(e): CUSIP NUMBER:
76870Q109
ITEM 3: Not Applicable
ITEM 4: OWNERSHIP:
(a) Amount beneficially owned: 872,350
(b) Percent of class: 2.37%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 872,350
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 872,350
(iv) Shared power to dispose or to direct the
disposition of: 0
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following /X/
Page 4 of 4 Pages
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9: NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10: CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable 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 28, 2001
INTERNATIONAL BUSINESS MACHINES CORPORATION
By: /s/ Andrew Bonzani
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Andrew Bonzani
Assistant Secretary and Senior Counsel