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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. 2)
TIBCO SOFTWARE INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
88632Q 10 3
(CUSIP NUMBER)
DECEMBER 31, 2001
(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 (the "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).
Page 1 of 6 pages
CUSIP No. 88632Q 10 3 13G
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Reuters Group PLC
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: United Kingdom
5. Sole Voting Power: 98,948,318(1)
Number of Shares -----------------------------------------------------
Beneficially 6. Shared Voting Power: 0
Owned by Each -----------------------------------------------------
Reporting 7. Sole Dispositive Power: 106,837,178
Person With: -----------------------------------------------------
8. Shared Dispositive Power: 0
9. Amount Beneficially Owned by Each Reporting Person: 106,837,178
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
11. Percent of Class Represented by Amount in Row (9): 52.9%
12. Type of Reporting Person (See Instructions): CO
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(1) TIBCO Software Inc.'s stockholders agreement limits the right of Reuters
Nederland B.V., a wholly-owned subsidiary of Reuters Group PLC, to vote greater
than 49% of the total votes eligible to be cast in any matter submitted to a
vote of stockholders.
Page 2 of 6 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 Group PLC
(b) Address of Principal Business Office or, if none, Residence:
85 Fleet Street
London, UK EC4P 4AJ
(c) Citizenship: United Kingdom
(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).
Not Applicable
Page 3 of 6 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: 106,837,178
(b) Percent of class: 52.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 98,948,318(2)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
106,837,178
(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
See Exhibit 99.1.
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 the right of Reuters
Nederland B.V., a wholly-owned subsidiary of Reuters Group PLC, to vote greater
than 49% of the total votes eligible to be cast in any matter submitted to a
vote of stockholders.
Page 4 of 6 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 14, 2002
----------------------------------
(Date)
/s/ Rosemary Martin
----------------------------------
(Signature)
Rosemary Martin, Company Secretary
----------------------------------
(Name/Title)
Exhibit No. Exhibit
- ----------- -------
99.1 Subsidiary Chain of Ownership
Page 5 of 6 pages
Exhibit 99.1
SUBSIDIARY CHAIN OF OWNERSHIP
The shares of Tibco Software Inc. beneficially owned by Reuters Group PLC are
held in the name of Reuters Nederland B.V. Reuters Nederland B.V. is
wholly-owned through the following chain of ownership, all of which entities are
wholly-owned subsidiaries of Reuters Group PLC:
Reuters Group PLC
Reuters Investments Limited
Reuters Holdings Limited
Reuters Limited
Reuters Group Overseas Holdings (UK) Limited
Reuters Overseas Holdings BV
Reuters International Holdings Sarl
Reuters Nederland B.V.