<PAGE> 1
ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON
JUNE 30, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
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NEW YORK
(State or other jurisdiction of
incorporation or organization)
13-0871985
(I.R.S. employer identification number)
ARMONK, NEW YORK 10504
(914) 765-1900
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
------------------
JOHN E. HICKEY
SECRETARY
INTERNATIONAL BUSINESS MACHINES CORPORATION
ARMONK, NEW YORK 10504
(914) 765-1900
(Name, address, including zip code, and telephone number, including area code of
agent for service)
------------------
COPY TO:
ROBERT ROSENMAN
CRAVATH, SWAINE & MOORE
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(A) PRICE(A) FEE
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Capital Stock, par value $1.25 per
share............................... 8,500,000 shares $59.88 $508,980,000 $175,512.00
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</TABLE>
(a) The shares are to be offered at prices not presently determinable. The
offering price is estimated pursuant to Rule 457(c) solely for purposes of
calculating the registration fee on the basis of the average of the high
and low prices of the registrant's Capital Stock reported on the New York
Stock Exchange composite tape on June 27, 1994.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION,
JUNE 30, 1994
PROSPECTUS
INTERNATIONAL BUSINESS MACHINES CORPORATION
CAPITAL STOCK
This Prospectus relates to the resale, from time to time, by The Chase
Manhattan Bank (National Association), as trustee (the "Trustee") of the IBM
Retirement Plan Trust Fund (the "Fund" or "Selling Shareholder"), of up to
8,500,000 shares (the "Shares") of Capital Stock, $1.25 par value ("Capital
Stock"), of International Business Machines Corporation (the "Company") proposed
to be contributed from time to time by the Company to the Fund. Once contributed
to the Fund, the Shares will be placed into several different equity portfolios
of the Fund, and the investment managers (the "Managers") of such portfolios, in
exercising their respective fiduciary duties, will determine the time and manner
of sale of the Shares. See "Selling Shareholder" and "Plan of Distribution". The
Company will receive none of the proceeds from the sale of the Shares by the
Fund.
The Shares may be sold from time through public or private transactions on
or off the United States exchanges on which the Capital Stock is traded, and at
prevailing market prices or other prices negotiated by the Managers, all as more
fully described under "Plan of Distribution".
The Capital Stock of the Company is listed, and application will be made to
list the Shares, on the New York Stock Exchange, the Chicago Stock Exchange and
the Pacific Stock Exchange.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus or
any Prospectus Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company
or the Fund or any underwriter, dealer or agent. Neither this Prospectus nor any
Prospectus Supplement constitutes an offer to sell or a solicitation of an offer
to buy any of the Shares offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus or any Prospectus Supplement nor any sale hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
THE DATE OF THIS PROSPECTUS IS JUNE 30, 1994.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's regional offices located at 7
World Trade Center, 13th Floor, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and
copies of such material may be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. Such reports, proxy
statements and other information may also be inspected at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, 7th Floor, New York, New York, the
Midwest Stock Exchange, Incorporated, 440 South LaSalle Street, Suite 518,
Chicago, Illinois and the Pacific Stock Exchange Incorporated, 115 Sansome
Street, 2nd Floor, San Francisco, California.
INFORMATION INCORPORATED BY REFERENCE
The Annual Report of the Company on Form 10-K for the fiscal year ended
December 31, 1993, and the Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1994, are incorporated herein by reference. All
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date hereof and prior to the termination of the
offering of the Securities offered hereby shall be deemed to be incorporated
herein by reference.
The Company will cause to be furnished without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all the documents described above, other than exhibits
to such documents. Requests should be addressed to: First Chicago Trust Company
of New York, Mail Suite 4688, P.O. Box 2530, Jersey City, N.J. 07303-2530;
telephone 201-324-0405.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.............................................. 1
Information Incorporated by Reference.............................. 1
The Company........................................................ 2
Use of Proceeds.................................................... 2
Selling Shareholder................................................ 2
Plan of Distribution............................................... 2
Description of Capital Stock....................................... 3
Legal Opinions..................................................... 4
Experts............................................................ 4
</TABLE>
<PAGE> 4
THE COMPANY
The Company develops, manufactures and sells advanced information
processing products, including computers and microelectronic technology,
software, networking systems and information technology-related services. The
Company offers value worldwide through its United States, Canada, Europe/Middle
East/Africa, Latin America, and Asia/Pacific business units, by providing
comprehensive and competitive product choices.
USE OF PROCEEDS
The Shares being offered hereby are for the account of the Fund.
Accordingly, the Company will not receive any proceeds from the sale of the
Shares offered hereby.
SELLING SHAREHOLDER
The Fund is the Company's retirement plan covering substantially all U.S.
employees. The Fund is funded by Company contributions to an irrevocable trust
fund held for the sole benefit of employees and is a qualified employees pension
plan within the meaning of Section 401(a) of the Internal Revenue Code. The
Company's Board of Directors has authorized management to issue up to 15 million
shares of Capital Stock for contribution to the Fund through 1994.
As of May 31, 1994, the Fund owned 999,338 shares of Capital Stock
(representing approximately .24% of the total assets of the Fund and
approximately .17% of the outstanding shares of Capital Stock), the large
majority of which shares are held in portfolios managed by direct employees of
the Fund. Assuming all the remaining 671,030 shares of the 6,500,000 shares
previously authorized to be contributed to the Fund and the 8,500,000 Shares to
be offered hereunder were contributed to the Fund and none of the shares now
held by the Fund had been sold, the Fund would own 10,170,368 shares of Capital
Stock (representing approximately 2.41% of the total assets of the Fund and
approximately 1.74% of the outstanding shares of Capital Stock).
It is contemplated that the contributed Shares will be placed into
portfolios managed by independent Managers not directly employed by the Company.
Each Manager is responsible in its sole judgment and discretion for making any
decision to sell from time to time any of or all the Shares under its control,
subject to the terms of investment advisory agreements between Manager and the
Fund.
PLAN OF DISTRIBUTION
The Fund, at the direction of a Manager, may sell Shares either (i) on the
markets in which the Capital Stock is traded or (ii) through underwriters.
Market sales may be effected from time to time in one or more transactions
(which may involve block transactions) (i) on any of the U.S. securities
exchanges on which Capital Stock is listed, including the New York Stock
Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange, in
transactions that may include special offerings, exchange distributions pursuant
to and in accordance with the rules of such exchanges, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or in the over-the-counter market or (iv) in a combination of any such
transactions. Such transactions may be effected by the Fund at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Fund may effect such
transactions by selling Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts or commissions
from the Fund and may receive commissions from the purchasers of Shares for whom
they may act as agent.
In the case of an underwritten offering, a Prospectus Supplement with
respect to an offering of Shares will set forth the terms of the offering of the
Shares, including the name or names of the underwriters, the purchase price and
the proceeds to the Fund from such sale, any underwriting discounts and other
items
2
<PAGE> 5
constituting underwriters' compensation, the initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers. The Shares
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions at a fixed public offering price
determined at the time of sale. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase Shares will be
subject to certain conditions precedent and the underwriters will be obligated
to purchase all the Shares if any are purchased. The initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time. Underwriters may be entitled under agreements
entered into with the Company and the Fund to indemnification by the Company and
the Fund against certain civil liabilities, including liabilities under the Act,
or to contribution with respect to payments which the underwriters may be
required to make in respect thereof. Underwriters may be customers of, engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the Company's Certificate of
Incorporation authorizes the issuance of 750,000,000 shares of Capital Stock and
150,000,000 shares of preferred stock, $.01 par value per share, issuable in one
or more series at any time and from time to time by action of the Board of
Directors without further stockholder approval. The designation, relative
rights, preferences and limitations of each series of preferred stock are
determined by the Board of Directors. As of May 31, 1994, 584,362,888 shares of
Capital Stock were outstanding. As of the date of this Prospectus, 11,250,000
shares of Series A 7 1/2% Preferred Stock, par value $.01 per share (the "Series
A Preferred Stock"), liquidation preference $100 per share, of the Company are
outstanding.
Subject to the rights of the holders of any outstanding shares of preferred
stock, holders of Capital Stock are entitled to receive such dividends, in cash,
securities, or property, as may from time to time be declared by the Board of
Directors. Subject to the provisions of the Company's By-laws, as from time to
time amended, with respect to the closing of the transfer books and the fixing
of a record date, holders of shares of Capital Stock are entitled to one vote
per share of Capital Stock held on all matters requiring a vote of the
stockholders. Holders of preferred stock are entitled to such voting rights, if
any, as the Board of Directors has determined or may in the future determine,
provided that the holders of shares of preferred stock are not entitled to more
than the lesser of (x) one vote per $100 liquidation value or (y) one vote per
share, when voting as a class with the holders of shares of Capital Stock, and
are not entitled to vote separately as a class except with respect to any
amendment or alteration of the provisions of the Company's Certificate of
Incorporation that would adversely affect the powers, preferences, or special
rights of the applicable series of preferred stock or for the election of two
directors after default in six dividends on the preferred stock. The holders of
shares of the Series A Preferred Stock are not entitled to any voting rights,
except with respect to any such amendment or alteration of the provisions of the
Company's Certificate of Incorporation or for the election of two directors
after default in six dividends on the Series A Preferred Stock. In the event of
any liquidation, dissolution, or winding up of the Company, either voluntary or
involuntary, after payment shall have been made to the holders of preferred
stock of the full amount to which they shall be entitled, the holders of Capital
Stock shall be entitled to share ratably, according to the number of shares held
by them, in all remaining assets of the Company available for distribution.
Shares of Capital Stock are not redeemable and have no subscription, conversion
or preemptive rights.
Further information as to Capital Stock can be found in the Company's
Annual Report to Stockholders and in the documents incorporated herein by
reference.
3
<PAGE> 6
LEGAL OPINIONS
The validity of the Shares will be passed upon for the Company by Robert S.
Stone, Esq., Associate General Counsel of the Company.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993 have been so incorporated in reliance on the report of
Price Waterhouse, independent accountants, given on the authority of said firm
as experts in auditing and accounting.
4
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All of the expenses in connection with the offering described in this
Registration Statement other than those listed below will be borne by the
Selling Shareholder. The following sets forth the estimated amounts of such
expenses to be borne by the Company:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............ $175,512
Printing and Engraving Expenses................................ 20,000
Accounting Fees and Expenses................................... 10,000
Legal Fees and Expenses........................................ 20,000
Listing Fees................................................... 33,000
Miscellaneous Expenses......................................... 1,488
--------
Total Expenses............................................ $260,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 7 of the New York Business Corporation Law and the Company's
Restated Certificate of Incorporation and By-Laws contain detailed provisions
for indemnification of directors and officers of New York corporations against
expenses, judgments, fines and settlements in connection with litigation.
The Company's Directors' and Officers' Liability Insurance Policy provides
for indemnification of the directors and officers of the Company against certain
liabilities.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<S> <C>
(4)(a) Restated Certificate of Incorporation of the Company (incorporated by reference
to Exhibit VI of the Company's Form 10-K for the year ended December 31, 1992).
(4)(b) Certificate of Amendment to the Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 of the Current Report of the Company
on Form 8-K dated May 28, 1993).
(4)(c) By-laws of the Company (incorporated by reference to Exhibit V of the Company's
Form 10-K for the year ended December 31, 1993).
(5) Opinion of Robert S. Stone, Esq.*
(23)(a) Consent of Independent Accountants.*
(23)(b) Consent of Counsel (included in Exhibit 5).
(24)(a) Powers of Attorney (incorporated by reference to Exhibit 24(a) of the Company's
Registration Statement on Form S-3 (Registration No. 33-50095) electronically
transmitted to the Securities and Exchange Commission on August 26, 1993, as
amended by Amendment No. 1 electronically transmitted to the Securities and
Exchange Commission on October 6, 1993).
(24)(b) Certified copy of a resolution adopted by the Company's Board of Directors
authorizing execution of the registration statement by power of attorney.*
</TABLE>
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* Filed electronically herewith.
II-1
<PAGE> 8
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (other than
as provided in the proviso and instructions to Item 512(a) of Regulation
S-K) (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth
in the registration statement; and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such officer, director or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether or not such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-2
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 30th day of June, 1994.
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By: /s/ JEROME B. YORK
-------------------------------------
Jerome B. York
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
----------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
* Chairman of the Board and Chief Executive June 30, 1994
----------------------------------- Officer (Principal Executive Officer)
Louis V. Gerstner, Jr.
Senior Vice President and Chief Financial June 30, 1994
----------------------------------- Officer (Principal Financial Officer)
Jerome B. York
Controller (Principal Accounting Officer) June 30, 1994
-----------------------------------
Richard F. Wallman
* Director June 30, 1994
-----------------------------------
Harold Brown
* Director June 30, 1994
-----------------------------------
James E. Burke
* Director June 30, 1994
-----------------------------------
Fritz Gerber
* Director June 30, 1994
-----------------------------------
Nannerl O. Keohane
Director
-----------------------------------
Charles F. Knight
* Director June 30, 1994
-----------------------------------
Thomas S. Murphy
* Vice Chairman of the Board June 30, 1994
-----------------------------------
Paul J. Rizzo
* Director June 30, 1994
-----------------------------------
John B. Slaughter
Director
-----------------------------------
Charles M. Vest
* Director June 30, 1994
-----------------------------------
L.C. van Wachem
* Director June 30, 1994
-----------------------------------
Edgar S. Woolard, Jr.
*By: /s/ JOHN E. HICKEY
John E. Hickey
Attorney-in-Fact
</TABLE>
II-3
<PAGE> 10
DESCRIPTION OF EXHIBITS
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<S> <C>
(4)(a) Restated Certificate of Incorporation of the Company (incorporated by reference
to Exhibit VI of the Company's Form 10-K for the year ended December 31, 1992).
(4)(b) Certificate of Amendment to the Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 of the Current Report of the Company
on Form 8-K dated May 28, 1993).
(4)(c) By-laws of the Company (incorporated by reference to Exhibit V of the Company's
Form 10-K for the year ended December 31, 1993).
(5) Opinion of Robert S. Stone, Esq.*
(23)(a) Consent of Independent Accountants.*
(23)(b) Consent of Counsel (included in Exhibit 5).
(24)(a) Powers of Attorney (incorporated by reference to Exhibit 24(a) of the Company's
Registration Statement on Form S-3 (Registration No. 33-50095) electronically
transmitted to the Securities and Exchange Commission on August 26, 1993, as
amended by Amendment No. 1 electronically transmitted to the Securities and
Exchange Commission on October 6, 1993).
(24)(b) Certified copy of a resolution adopted by the Company's Board of Directors
authorizing execution of the registration statement by power of attorney.*
</TABLE>
-------------------------
* Filed electronically herewith.
II-4
<PAGE> 1
EXHIBIT (5)
INTERNATIONAL BUSINESS MACHINES CORPORATION
June 30, 1994
International Business Machines Corporation
One Old Orchard Road
Armonk, New York 10504
Dear Sirs:
I am Associate General Counsel of International Business Machines
Corporation, a New York corporation (the "Company"), and am familiar with the
shares of Capital Stock, par value $1.25 per share, of the Company ("Capital
Stock") proposed to be contributed by the Company to the IBM Retirement Plan
Trust Fund (the "Fund").
I have reviewed originals or copies certified or otherwise identified to my
satisfaction of such documents, corporate records and other instruments as I
have deemed necessary or appropriate to enable me to render the opinions set
forth below.
Based upon the foregoing, I am of opinion as follows:
(1) The Company has been duly incorporated and is a validly existing
corporation under the laws of the State of New York; and
(2) The shares of Capital Stock to be contributed to the Fund have
been duly authorized by the Company and, when so contributed, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit (5) to the
Company's Registration Statement on Form S-3 relating to the Exchange Shares and
to the reference to my name under the heading "Legal Opinions" in the Prospectus
forming a part of such Registration Statement.
Very truly yours,
/s/ ROBERT S. STONE
Robert S. Stone
Associate General Counsel
<PAGE> 1
EXHIBIT (23)(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 16, 1994, which appears on page 19 of the 1993 Annual Report to
Stockholders of International Business Machines Corporation, which is
incorporated by reference in International Business Machines Corporation's
Annual Report on Form 10-K for the year ended December 31, 1993. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedules, which appears on page 7 of such Annual Report on Form 10-K and to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE
1177 Avenue of the Americas
New York, NY 10036
June 30, 1994
<PAGE> 1
EXHIBIT (24)(B)
INTERNATIONAL BUSINESS MACHINES CORPORATION
CERTIFICATE OF THE SECRETARY
The undersigned, John E. Hickey, Secretary of International Business
Machines Corporation (the "Corporation"), does hereby certify that attached
hereto as Exhibit A is a true, correct and complete copy of the resolutions
adopted by the Corporation's Board of Directors on July 27, 1993, authorizing
the Corporation's officers to execute the Registration Statement, to which this
certificate is attached as an exhibit, by power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this certificate this 30th
day of June, 1994.
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By: /s/ JOHN E. HICKEY
John E. Hickey
Secretary
<PAGE> 2
EXHIBIT A
RESOLVED, that each officer or director of the Corporation who may be
required to execute any Registration Statement to be filed with the Commission
with respect to the Plan Shares, or any amendments or supplements thereto
(whether on behalf of the Corporation or as an officer or director thereof or
otherwise) be, and hereby is, authorized to execute and deliver a power of
attorney appointing the Chief Executive Officer, the Chief Financial Officer,
the Vice President -- Finance, the Controller, the Treasurer and the Secretary
of the Corporation, his or her true and lawful attorneys and agents to execute
in his or her name, place and stead (in any such capacity) such Registration
Statement or such document and all amendments (including post-effective
amendments) or supplements thereto, and all instruments necessary or appropriate
in connection therewith, and to file the same with the Commission, each of said
attorneys and agents to have power to act with or without the others, and to
have full power and authority to do and perform in the name and on behalf of
each of such officers or directors, and any of them, every act whatsoever
necessary or advisable to be done by any such officer or director pursuant to
these resolutions.
