-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KoFvLmxUahe3SOtVJcsZSM5mU9pV1PDk0wQXM9gMpz9yJO618z7t9zsI6N9C847P SP1gRYHQJaC7QLetcCZWJg== 0000912057-01-000591.txt : 20010122 0000912057-01-000591.hdr.sgml : 20010122 ACCESSION NUMBER: 0000912057-01-000591 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010108 GROUP MEMBERS: DATA BROADCASTING CORPORATION GROUP MEMBERS: PEARSON AG GROUP MEMBERS: PEARSON INC. GROUP MEMBERS: PEARSON LONGMAN,INC. GROUP MEMBERS: PEARSON NETHERLANDS B.V. GROUP MEMBERS: PEARSON OVERSEAS HOLDINGS LTD. GROUP MEMBERS: PEARSON PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARKETWATCH COM INC CENTRAL INDEX KEY: 0001068969 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943289801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58425 FILM NUMBER: 1503518 BUSINESS ADDRESS: STREET 1: 825 BATTERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157330500 MAIL ADDRESS: STREET 1: 825 BATTERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEARSON PLC CENTRAL INDEX KEY: 0000938323 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 BURLINGTON GARDENS STREET 2: BANK OF NEW YORK CITY: LONDON UK W1X 1LE STATE: X0 ZIP: 00000 BUSINESS PHONE: 4420744120 MAIL ADDRESS: STREET 1: 3 BURLINGTON GARDENS CITY: LONDON UK W1X 1LE STATE: X0 ZIP: 00000 SC 13D/A 1 a2034594zsc13da.txt SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)(1) MARKETWATCH.COM, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $ .01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 570619106 - -------------------------------------------------------------------------------- (CUSIP Number) Philip J. Hoffman c/o Pearson Inc. 1330 Avenue of the Americas, 7th Floor New York, New York 10019 (212) 641-2421 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With Copies To: Howard A. Kenny Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 December 27, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 17 Pages) (1) 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 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 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). CUSIP No. 570619106 13D Page 2 of 17 Pages - --------------------------------- -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON PLC EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND & WALES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 3 of 17 Pages - -------------------------------- -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON OVERSEAS HOLDINGS LTD. EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND & WALES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 4 OF 17 PAGES - --------------------------------- ------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON NETHERLANDS B.V. EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NETHERLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 5 OF 17 PAGES - ------------------------------- -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON AG EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SWITZERLAND - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 6 OF 17 PAGES - ----------------------------- -------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON INC. EIN: 51-0261654 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 7 OF 17 PAGES - ---------------------------- ------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON LONGMAN, INC. EIN: 13-2971110 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE. - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 570619106 13D PAGE 8 OF 17 PAGES - ------------------------------- ------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) DATA BROADCASTING CORPORATION EIN: 13-3668779 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC (SEE ITEM 3 OF ATTACHED SCHEDULE) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 5,636,814 (1) REPORTING ---------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER 5,636,814 (1) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,636,814 (1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.4% (1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- (1) Includes 5,636,814 shares to be sold to Pearson Overseas Holdings Ltd. pursuant to a Stock Purchase Agreement, dated as of December 27, 2000, by and between Data Broadcasting Company and Pearson Overseas Holdings Ltd. ITEM 1. SECURITY AND ISSUER This Amendment No. 2 ("Amendment No. 2") to the Statement on Schedule 13D, originally filed on April 7, 2000 and as amended by Amendment No. 1, filed on May 15, 2000 ("Amendment No. 1", and, as so amended, the "Statement"), with respect to the common stock, par value $.01 per share ("Common Stock"), of MarketWatch.com, Inc., a Delaware corporation (the "Company"), amends Items 3, 4, 5, 6 and 7 and Schedule B of the Statement. The principal executive office of the Company is 825 Battery Street, San Francisco, California 94111. Information given in response to each item shall be deemed incorporated by reference in all other items. Capitalized terms used but not defined in this Amendment No. 2 shall have the respective meanings ascribed to them in the Statement. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 as set forth in the Statement is amended by the addition of the following at the end thereof: The total amount of funds that will be required by Pearson Overseas to acquire the Common Stock of the Company pursuant to the Stock Purchase Agreement (as described in the response to Item 4) is $26,887,602.78 (the "DBC Purchase Price"). Pearson Overseas is to obtain the DBC Purchase Price from its working capital, as well as the working capital of its parent company, Pearson plc. As of November 1, 2000, the Secured Promissory Note referred to in Item 3 has been repaid in full and, upon such repayment, the Stock Pledge Agreement was automatically terminated pursuant to its terms. ITEM 4. PURPOSES OF TRANSACTIONS Item 4 as set forth in the Statement is amended by the addition of the following at the end thereof: On December 27, 2000, DBC and Pearson Overseas, entered into a Stock Purchase Agreement (the "DBC Stock Purchase Agreement"), a copy of which has been filed as an exhibit hereto. The DBC Stock Purchase Agreement provides that, upon the satisfaction of certain conditions, Pearson Overseas will purchase all 5,636,814 shares of Common Stock of the Company from DBC for the DBC Purchase Price. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 as set forth in the Statement is amended and restated to read in its entirety as follows: (a) DBC owns 5,636,814 shares of Common Stock of the Company (the "Shares"). Pursuant to the DBC Stock Purchase Agreement (and as a result of its control relationship with DBC), Pearson Overseas, for purposes of Rule 13d-3 promulgated under the Exchange Act, may be deemed to beneficially own the Shares. DBC's holding of 5,636,814 shares of Common Stock of the Company represents approximately 34.4% of the issued and outstanding shares of Common Stock of the Company. Pearson, Pearson Netherlands, Pearson AG, Pearson Inc., and Pearson Longman, which are affiliates of either DBC and Pearson Overseas, may be deemed to beneficially own the Shares indirectly as a result of their control relationship with DBC or Pearson Overseas. Any such beneficial ownership would represent the same shared voting and dispositive power exercised by DBC over the Shares. Each of the Reporting Persons other than DBC and Pearson Overseas disclaims beneficial ownership of the Shares. -9- (b) The responses of the Reporting Persons to Items (7) through (11) of the portions of pages 2 through 8 hereto which relate to shares of Common Stock beneficially owned are incorporated herein by reference. (c) Except as described in the response to Item 4, there have been no transactions in the shares of Common Stock during the past sixty days by any Reporting Person or any other person listed on Schedule B. (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by DBC. (e) Not applicable Except as described in this response to Item 5, none of the persons listed on Schedule B beneficially own any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 as set forth in the Statement is amended by the addition of the following at the end thereof: As a result of Pearson Overseas' acquisition of the Shares from DBC under the Stock Purchase Agreement, Pearson Overseas shall assume the rights and obligations of DBC under the Stockholders' Agreement referred to in Item 6, and DBC shall assign its rights under the Registration Rights Agreement referred to in Item 6 to Pearson Overseas. The Credit Agreement referred to in Item 6 expired on October 29, 2000 and there is currently no indebtedness outstanding thereunder. See the response to Item 4 regarding the DBC Stock Purchase Agreement. A copy of the DBC Stock Purchase has been filed as an exhibit hereto and is incorporated herein by reference. The foregoing description of the DBC Stock Purchase Agreement in the response to Item 4 is qualified in its entirety by reference to such agreement. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The following additional material is filed as an Exhibit to this Amendment No. 2: Exhibit A: Stock Purchase Agreement, dated as of December 27, 2000, between Data Broadcasting Corporation and Pearson Overseas Holdings Ltd. -10- SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 8, 2001 Pearson plc By: /s/ JULIA M. CASSON -------------------------------- Name: Julia M. Casson Title: Company Secretary Pearson Overseas Holdings Ltd. By: /s/ STEPHEN JONES -------------------------------- Name: Stephen Jones Title: Secretary Pearson Netherlands B.V. By: MeesPierson Trust B.V. Managing Director By: /s/ GEORGE F. NICOLAI -------------------------------- Name: George F. Nicolai Title: Director Pearson AG By: /s/ JOSEF GRAND -------------------------------- Name: Josef Grand Title: Director Pearson Inc. By: /s/ THOMAS WHARTON -------------------------------- Name: Thomas Wharton Title: Secretary and Vice President of Taxation -11- Pearson Longman, Inc. By: /s/ WILLIAM LINCOLN -------------------------------- Name: William Lincoln Title: President Data Broadcasting Corporation By: /s/ STEVEN G. CRANE -------------------------------- Name: Steven G. Crane Title: Executive Vice President and Chief Executive Officer -12- SCHEDULE B PEARSON PLC
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- Lord Stevenson Chairman Director/Little Tufton House, 3 Dean Trench Street, London SW1P 3HB Marjorie M. Scardino Chief Executive Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE David C. M. Bell Executive Director Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE John C. Makinson Finance Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Lord Burns Non-Executive Director Member of House of Lords/13 North Avenue, London W13 8AP Gill M. Lewis Non-Executive Director Managing Partner/Heidrick & Struggles, 100 Picaddilly, London W1V 9FN Reuben Mark Non-Executive Director Chairman and Chief Executive Officer/Colgate-Palmolive Co, 300 Park Avenue, New York, NY 10022-7499 Vernon L. Sankey Non-Executive Director Director/The Cherubs, Parsonnage Lane, Farnham Common, Bucks SL2 3NZ Rana Talwar Non-Executive Director Director/Standard Chartered Bank PLC, 1 Aldermanbury Square, London EC2V 7SB Julia M. Casson Secretary Secretary/Pearson plc, 3 Burlington Gardens, London W1X 1LE
PEARSON OVERSEAS HOLDINGS LTD.
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- David H. Colville Director Chartered Accountant/Pearson plc, 3 Burlington Gardens, London W1X 1LE John C. Makinson Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Peter R. Gill Director Director, Financial Operations/Pearson plc, 3 Burlington Gardens, London W1X 1LE Marjorie M. Scardino Director Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Alan C. Miller Director Accountant/Pearson plc, 3 Burlington Gardens, London W1X 1LE Stephen Jones Secretary Assistant Secretary/Pearson plc, 3 Burlington Gardens, London W1X 1LE
-13- PEARSON NETHERLANDS B.V.
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- George F. Nicolai Director Director/MeesPierson Trust, Aert van Nesstraat 45, P.O. Box 548, 3000 AM Rotterdam Jan Francis van der Drift Director Businessman/Leeteinde 20-22, 1151 AK Broek in Waterland, Holland Matthieu van Sint Truiden Director Attorney/Nauta Dutilh, Postbus 7113, 1007 JC Amsterdam David H. Colville Director Group Tax Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE
PEARSON AG
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- Peter R. Gill Chairman Director, Financial Operations/Pearson plc, 3 Burlington Gardens, London W1X 1LE Josef Grand Director Certified Public Accountant/Bundtacherstrasse 35, 8127 Forch, Switzerland Martin Frey Member Attorney/Baker & McKenzie, Zollikerstrasse 225, Postfach 57, 8034 Zurich Philip J. Hoffman Member Chief Executive Officer/The Learning Network Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
-14- PEARSON INC.
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- Philip J. Hoffman Director Chief Executive Officer/The Learning Network Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Randall Keller Director, Executive Head of Human Resource Dept./Pearson Inc., Vice President - Human 1330 Avenue of the Americas, 7th Floor, New Resources York, NY 10019 John C. Makinson Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Thomas Wharton Director, Vice Vice President of Taxation/Pearson Inc., 1330 President of Taxation, Avenue of the Americas, 7th Floor, New York, Secretary NY 10019 Mike Fortini Vice President Vice President of Finance/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Shaheda Sayed Assistant Secretary Director of Taxation/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Kenneth J. Lockhart Vice President of Real Vice President of Real Estate/Pearson plc, Estate 3 Burlington Gardens, London W1X 1LE Richard Koplitz Vice President of Vice President of Global Purchasing/Pearson Global Purchasing Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Susan Costomiris Controller Controller/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
PEARSON LONGMAN, INC.
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- William Lincoln President Vice President of Operations/Pearson Television North America, 2700 Colorado Ave., Suite 450, Santa Monica, CA 90404 Mark Nieker Treasurer President/Headland Digital Media, Inc., 444 Spear Street, San Francisco, CA 94105 William Cowan Assistant Secretary Attorney/Rosenthal & Schanfield 55 East Monroe, Suite 4620, Chicago, IL 60603
-15- DATA BROADCASTING CORPORATION
Name Position Principal Occupation/Business Address - ---------------------------- ------------------------------- ---------------------------------------------------------------------- Stephen Hill Director and Chief Executive Officer/The Financial Times Chairman Group, 1 Southwark Bridge, London SE1 9HL Stuart J. Clark Director, President President and Chief Executive Officer/Data and Chief Executive Broadcasting Corporation, 22 Crosby Drive, Officer Bedford, MA 01730 John Fallon Director Communications Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Philip J. Hoffman Director Chief Executive Officer/The Learning Network Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Gloria Samuels Director Chief Executive Officer/Pearson Technology Centre, 200 Old Tappan Road, Old Tappan, NJ 07675 Giles Spackman Director Finance Director/The Financial Times Group, One Southwark Bridge, London SE1 9HL Dr. Donald P. Greenberg Director Professor/Cornell University, 580 Rhodes Hall Ithaca, NY 14853 Alan J. Hirschfield Director Vice Chairman/J NET Enterprises, Inc., 3490 Clubhouse Drive, I-2 Wilson, WY 83014 Allan R. Tessler Director Chief Executive Officer/J NET Enterprises, Inc., 4020 W. Lake Creek Drive, Ste. 100, Wilson, WY 83014 Steven G. Crane Executive Vice Executive Vice President and Chief Financial President and Chief Officer/Data Broadcasting Corporation, 22 Crosby Financial Officer Drive, Bedford, MA 01730 Andrea H. Loew Vice President, Vice President, General Counsel and General Counsel and Secretary/Data Broadcasting Corporation, 22 Secretary Crosby Drive, Bedford, MA 01730 John King Chief Operating Chief Operating Officer/Interactive Data Officer Corporation, 22 Crosby Drive, Bedford, MA 01730
-16- EXHIBIT INDEX The following additional material is filed as an Exhibit to this Amendment No. 2: Exhibit A: Stock Purchase Agreement, dated as of December 27, 2000, between Data Broadcasting Corporation and Pearson Overseas Holdings Ltd. -17- EX-99.(A) 2 a2034594zex-99_a.txt EXHIBIT 99.A EXHIBIT A AGREEMENT THIS AGREEMENT, dated as of December 27, 2000 between Pearson Overseas Holdings Limited, a company organized under the laws of England and Wales, and Data Broadcasting Corporation, a Delaware corporation ("Seller"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Seller is the holder of 5,636,814 shares of the issued and outstanding common stock, $.01 par value per share (the "Purchase Shares") of MarketWatch.com Inc. (the "Company"); and WHEREAS, Pearson Overseas Holdings Limited, or any other direct or indirect subsidiary of Pearson plc to which this Agreement may be assigned by Pearson plc pursuant to the provisions of Section 10 below, ("Purchaser") desires to purchase from Seller and Seller desires to sell to Purchaser the Purchase Shares upon the terms and for the consideration set forth herein; and NOW THEREFORE, in consideration of the foregoing and of the mutual agreements hereinafter set forth, Purchaser and Seller hereby agree as follows: Section 1. PURCHASE AND SALE OF THE PURCHASE SHARES. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined) Purchaser, in reliance upon the representations, warranties and agreements of Seller contained herein, shall purchase from Seller, and Seller, in reliance on the representations, warranties and agreements of the Purchaser contained herein, shall sell to Purchaser, the Purchase Shares. Any dividends or distributions made or declared on, or other rights accruing with respect to, the Purchase Shares on and after the date hereof shall, conditioned upon the Closing, be property of and for the benefit of Purchaser and if received by Seller, whether before or after the Closing, be held in trust by Seller for Purchaser and paid over to the Purchaser at the Closing or, if later received by Seller, upon receipt thereof by Seller. (b) The purchase price to be paid by Purchaser for the Purchase Shares shall equal $4.77 per share or an aggregate of $26,887,602.78 for all of the Purchase Shares. The total purchase price for the Purchase Shares purchased by Purchaser hereunder shall be referred to as the "Purchase Price." Section 2. THE CLOSING. The closing of the purchase and sale of the Purchase Shares (the "Closing") will take place at the offices of Morgan, Lewis & Bockius LLP located at 101 Park Avenue, New York, NY 10017, on the Record Date (as hereinafter defined). The date on which the Closing occurs is referred to herein as the "Closing Date". At the Closing, Seller shall deliver to Purchaser a certificate representing the Purchase Shares, accompanied by such duly executed instruments of transfer reasonably satisfactory in form and substance to Purchaser and its counsel, as may be necessary to convey good and marketable title to the Shares, free and clear of all Encumbrances, other than Permitted Encumbrances (as such terms are defined in Section 3.2(b) below), against delivery therefor of the Purchase Price by wire transfer of immediately available funds. Section 3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser as follows: (a) Seller has full corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby and has taken all action required by law or its constitutional documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. (b) Seller has good and marketable title to the Purchase Shares and the Purchase Shares are owned by Seller, and will be transferred to Purchaser at the Closing, free of any encumbrances, liens, claims, equities or liabilities of every nature (an "Encumbrance"), other than any such Encumbrances that arise under federal or state securities laws, the Registration Rights Agreement and the Stockholders' Agreement (as such terms are defined below) (the "Permitted Encumbrances"). (c) The Purchase Shares constitute all of the capital stock of the Company owned of record or beneficially, directly or indirectly, by Seller, or any of its respective agents, subsidiaries, affiliates or controlled persons. (d) Concurrently with the execution hereof, the Board of Directors of Seller has duly adopted a resolution declaring a cash dividend in an aggregate amount of $26,887,602.78 (the "Dividend") to all of the holders of the Company's common stock (including Pearson Longman, Inc.) setting a record date of January 8, 2000 (the "Record Date"), to be paid out as soon as practicable on or following the Record Date and conditioned only upon the occurrence of the Closing. Section 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants to Seller as follows: (a) Purchaser has full corporate power and authority to execute, deliver, and perform this Agreement and the transactions contemplated hereby and has taken all action required by law or its constitutional documents to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms. 2 (b) Purchaser is purchasing the Purchase Shares for its own account, not as a nominee or agent, for investment and not with a view to the resale or distribution of any part thereof. Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (c) Purchaser has received all the information it considers necessary or appropriate for deciding whether to purchase the Purchase Shares. Purchaser has had an opportunity to ask questions and receive answers from Seller and the Company and to obtain additional information regarding the terms and conditions of the offering of the Purchase Shares and the business, properties, prospects and financial condition of the Company. (d) Purchaser is an "accredited investor," as such term is defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Purchaser acknowledges that it can bear the economic risk of its investment in the Purchase Shares, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Purchase Shares. (e) Purchaser understands that the Purchase Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from Seller in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances and must be held until subsequently registered or an exemption from registration is available to Purchaser. In this connection, Purchaser represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (f) Purchaser acknowledges and agrees that certificate(s) representing the Purchase Shares will bear legends relating to the matters described above in Section 4(e) and relating to the Stockholders' Agreement. Section 5. CERTAIN COVENANTS OF THE PARTIES. (a) DISCLOSURE; PUBLICITY. Prior to the Closing, neither party hereto shall, and each party hereto shall cause its representatives and agents not to, make any public announcement, statement or press release with respect to this Agreement or the transactions contemplated hereby or otherwise disclose to any person (other than its respective officers, directors, employees, agents, investors, financial representatives and attorneys, in each case on a need to know basis) the existence, terms, conditions, content or effect of this Agreement, in each case, without the prior consent of the other party (such consent not to be unreasonably withheld, delayed or conditioned) unless disclosure is required by applicable law, governmental regulation or Purchaser's or Seller's, as the case may be, listing obligations to a securities exchange or the NASD or the rules and regulations thereof, or by order of a court of competent jurisdiction. (b) Seller agrees that it shall assign as of the Closing Date and at the Closing to Purchaser, all of its rights and obligations pursuant to the Registration Rights Agreement (the "Registration Rights Agreement") dated as of January 13, 1999, by and between the Company, Seller, and CBS Broadcasting Inc., a New York corporation ("CBS"). Seller further agrees that 3 it shall promptly deliver notices to the Company and CBS of such assignment pursuant to Section 2.1 of the Registration Rights Agreement. (c) Seller agrees to facilitate Purchaser's assumption of the rights and obligations of Seller under the Stockholders' Agreement (the "Stockholders' Agreement") dated as of January 13, 1999 by and among CBS, Seller, the Company and Marketwatch.Com LLC, a Delaware limited liability company, and to the extent necessary, assist Purchaser in the exercise of such rights and responsibilities as contemplated by the Stockholders' Agreement. Seller further agrees that to the extent Seller is requested by Purchaser, Seller shall enter into such agreements and shall deliver such notices, each at Purchaser's cost and expense, as are required to effectuate the assumption by Purchaser of Seller's rights and obligations under the Stockholders' Agreement. Section 6. CONDITIONS TO OBLIGATION TO CLOSE. (a) Seller shall not have in any way altered or rescinded the declaration by its Board of Directors of the Dividend which shall be immediately paid out to Seller's stockholders following receipt by Seller of the Purchase Price. (b) The Registration Rights Agreement shall have been assigned by Seller to Purchaser. Section 7. FEES AND EXPENSES; BROKERS. Except as otherwise expressly provided herein, each of the parties hereto shall defray its own legal and accounting charges and other expenses incident to the execution of this Agreement and the consummation of the transactions contemplated hereby. Purchaser on the one hand and Seller on the other hand each agree to indemnify and hold harmless the other from and against and in respect of any claim for brokerage or other commissions relative to this Agreement, or the transactions contemplated hereby, based in any way on agreements, arrangements or understandings claimed to have been made with any third party. All stock transfer or other similar taxes in connection with the consummation of the transactions contemplated hereby, if any, shall be paid 50% by Seller and 50% by Purchaser. Section 8. SURVIVAL, INDEMNITIES, SPECIFIC PERFORMANCE. (a) All agreements, representations and warranties, and covenants contained herein or made in writing by or on behalf of the parties hereto in connection with the transactions contemplated hereby shall survive the execution of this Agreement and the consummation of such transactions. (b) Seller shall indemnify and hold Purchaser harmless from and against and will pay to Purchaser the full amount of any loss, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser either directly or indirectly, from any breach of the representations and warranties or agreements of Seller contained in this Agreement. (c) Purchaser shall indemnify and hold Seller harmless from and against and will pay to Seller the full amount of any loss, claim, damage, liability or expense (including 4 reasonable attorneys' fees) resulting to Seller, either directly or indirectly, from (i) any breach of the representations and warranties, covenant or agreements of Purchaser contained in this Agreement and (ii) any breach after the Closing Date by Purchaser or its nominees or assigns of the Registration Rights Agreement or the Stockholders Agreement. (d) The parties recognize that violation of any agreement or covenant contained in this Agreement will cause immediate irreparable injury for which no remedy at law is adequate. In the event of a failure by any party to perform its obligations or honor its covenants hereunder, any other party shall be entitled to specific performance through injunctive relief in addition to any other remedies which may be available at law or in equity or pursuant to the terms of this Agreement. Section 9. NOTICES. All notices, requests, demands and other communications which any party hereto desires to give to the other party hereto shall be in writing and shall be deemed to have been duly given if delivered in person or mailed by registered mail, return receipt requested at the following addresses: (a) if to Purchaser, at Pearson Overseas Holdings Limited c/o Pearson plc 3 Burlington Gardens London, W1X 1LE England Attention: Gary Rinck, Esq., General Counsel or at such other address as may have been furnished to Seller in writing; (b) if to Seller, at Data Broadcasting Corporation 22 Crosby Drive Bedford, MA 01730 Attention: Andrea Loew, Vice President and General Counsel or at such other address as may have been furnished to Purchaser by Seller in writing. Section 10. MISCELLANEOUS. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of New York. This Agreement and the further instruments required hereunder embody the entire agreement and understanding between Purchaser and Seller and supersede all prior agreements and understandings, oral and written, relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision hereof waived or discharged, except in writing signed by the party against whom such modification, waiver or discharge is sought to be enforced. This Agreement may be executed simultaneously 5 in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be assigned by Pearson Overseas Holdings Limited only to any other direct or indirect subsidiary of Pearson plc; provided that such assignment shall not release Purchaser from its obligations hereunder, and Purchaser shall remain fully liable for all of Purchaser's obligations hereunder, including without limitation the payment of the Purchase Price and the indemnification obligations hereunder. All of the terms of this Agreement shall be binding upon the respective successors and assigns of the parties hereto and shall inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be executed by their duly authorized representatives as of the date first above written. PEARSON OVERSEAS HOLDINGS LIMITED By: /s/ DAVID H. COLVILLE ---------------------------------- Name: David H. Colville Title: Director DATA BROADCASTING CORPORATION By: /s/ STUART CLARK ---------------------------------- Name: Stuart Clark Title: President and Chief Executive Officer 6 -----END PRIVACY-ENHANCED MESSAGE-----