-----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, NcOF9kcaH933+7w2Uwcix8LZY1r0rpq0HrRZWjtKIzvwL+IROEogytQzIZcD3BZ9 OmMOEgca/idJoZobON58pQ== 0000891836-00-000148.txt : 20000302 0000891836-00-000148.hdr.sgml : 20000302 ACCESSION NUMBER: 0000891836-00-000148 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIBCO SOFTWARE INC CENTRAL INDEX KEY: 0001085280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770449727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58353 FILM NUMBER: 557104 BUSINESS ADDRESS: STREET 1: 3165 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6508465000 MAIL ADDRESS: STREET 1: 3165 PORTER DRIVE CITY: PALO ALTO STATE: CA ZIP: 94304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REUTERS NEDERLAND BV CENTRAL INDEX KEY: 0001108069 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 85 FLEET ST STREET 2: EC4P 4AJ CITY: LONDON UK BUSINESS PHONE: 011441712501122 MAIL ADDRESS: STREET 1: 85 FLEET ST STREET 2: EC4P 4AJ CITY: LONDON UK SC 13G 1 SCHEDULE 13G OMB APPROVAL OMB NUMBER: 3235-0145 EXPIRES: AUGUST 31, 1999 ESTIMATED AVERAGE BURDEN HOURS PER RESPONSE 14.90 UNITED STATES 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) AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. )* TIBCO SOFTWARE INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 88632Q 10 3 (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 the disclosures provided in a prior cover page. The information required in 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (3-98) Page 1 of 5 pages CUSIP NO. 88632Q 10 3 13G 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Reuters Nederland B.V. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] Not applicable. (b) [ ] 3. SEC Use Only ---------------- 4. Citizenship or Place of Organization: The Netherlands ----------------------------------------- 5. Sole Voting Power: 89,456,6651 ----------- Number of Shares ---------------------------------------------------- Beneficially 6. Shared Voting Power: 0 - Owned by Each ---------------------------------------------------- Reporting 7. Sole Dispositive Power: 112,089,843 ----------- Person With: ---------------------------------------------------- 8. Shared Dispositive Power: 0 - 9. Amount Beneficially Owned by Each Reporting Person: 112,089,843 ----------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9): 61% --- 12. Type of Reporting Person (See Instructions): 00 -- - ---------- TIBCO Software Inc.'s stockholders agreement limits Reuters Nederland B.V.'s right to vote greater than 49% of the total votes eligible to be cast in any matter submitted to a vote of stockholders. SEC 1745 (3-98) Page 2 of 5 pages Item 1. (a) Name of Issuer: TIBCO Software Inc. (b) Address of Issuer's Principal Executive Offices: 3165 Porter Drive Palo Alto, CA 94304 Item 2. (a) Name of Person Filing: Reuters Nederland B.V. (b) Address of Principal Business Office or, if none, Residence: 85 Fleet Street London, UK EC4P 4AJ (c) Citizenship: The Netherlands (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 88632Q 10 3 Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a : (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment advisor in accordance with (S)240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with (S)240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with (S)240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J). SEC 1745 (3-98) Page 3 of 5 pages Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount Beneficially Owned: 112,089,843 ----------- (b) Percent of class: 61% --- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 89,456,6652 ----------- (ii) Shared power to vote or to direct the vote: 0 - (iii) Sole power to dispose or to direct the disposition of: 112,089,843 ----------- (iv) Shared power to dispose or to direct the disposition of: 0 - Item 5. Ownership of Five Percent or Less of a Class Not applicable. 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 Not applicable. - ---------- 2 TIBCO Software Inc.'s stockholders agreement limits Reuters Nederland B.V.'s right to vote greater than 49% of the total votes eligible to be cast in any matter submitted to vote of stockholders. SEC 1745 (3-98) Page 4 of 5 pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set in this statement is true, complete and correct. February 24, 2000 -------------------------------------- (Date) /s/ Julian Brown -------------------------------------- (Signature) Julian Brown, Attorney-in-fact -------------------------------------- (Name/Title)3 Exhibit No. Exhibit - ----------- ------- 99.1 Power of Attorney, dated February 24, 2000 - -------- 3 See Exhibit A for Power of Attorney SEC 1745 (3-98) Page 5 of 5 pages EX-99.1 2 POWER OF ATTORNEY EXHIBIT 99.1 POWER OF ATTORNEY ----------------- The undersigned, Reuters Nederland, B.V., hereby constitutes and appoints Julian Brown and Andrew Wood its attorneys-in-fact, with full power of substitution, to execute statements on Schedule 13G (including any and all amendments thereto) by the undersigned, for purposes of Section 13(g) of the United States Securities Exchange Act of 1934, as amended, of shares of Common Stock of TIBCO Software Inc., and to file said statements (including any and all amendments thereto), with exhibits thereto, with the United States Securities and Exchange Commission. The undersigned do hereby authorize, ratify and confirm all that said attorneys-in-fact, and their substitute(s) (if any), shall do or cause to be done by virtue hereof. Dated as of February 24, 2000 REUTERS NEDERLAND B.V. By: /s/ T.A.M. Hakvoort --------------------- Name: T.A.M. Hakvoort Title: Director -----END PRIVACY-ENHANCED MESSAGE-----