<PAGE> 1
ORIGINAL ELECTRONICALLY TRANSMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 16, 1994
REGISTRATION NO. 33-54375(1)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
------------------
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
------------------
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/
------------------
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.
------------------
(1) Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission under the Securities Act of 1933, the Prospectus included in
this Registration Statement also relates to up to 671,030 shares of Capital
Stock previously registered under the registrant's Registration Statement on
Form S-3 (Registration No. 33-50095), less the amount of any such shares offered
on or after the date hereof and prior to the date this Registration Statement
shall be declared effective.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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,
NOVEMBER 16, 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 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, together with the
671,030 shares of Capital Stock previously contributed by the Company to the
Fund (such 9,171,030 shares being collectively referred to as the "Shares"). It
is presently contemplated that the IBM Retirement Plans Committee will determine
the time and manner of sale of the Shares; however, the Committee may in the
future delegate such responsibility with respect to some of, or all, the Shares
to one or more investment managers. 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. The closing price of the Capital Stock on the New
York Stock Exchange on November , 1994 was $ per share.
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 NOVEMBER , 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 Reports of the Company on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30, 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. In July
1993, the Company's Board of Directors authorized management to issue up to 15
million shares of Capital Stock for contribution to the Fund through 1994 for
the purpose of satisfying the Company's funding obligations under the Plan. A
total of 6.5 million shares were contributed prior to July 31, 1994. Management
of the Company will determine when and if it is appropriate to contribute some
of or all the remaining 8.5 million shares covered by this Prospectus.
As of October 31, 1994, the Fund owned 1,415,089 shares of Capital Stock
(representing less than 0.4% of the total assets of the Fund and approximately
0.2% of the outstanding shares of Capital Stock). Of those shares, 744,059 were
held in portfolios managed by direct employees or independent managers of Fund
portfolios, more than 69% of which are held in index portfolios managed
in-house. The other 671,030 shares were the remainder of the 6.5 million shares
previously contributed to the Fund. If all the 8.5 million 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 9,915,089 shares of Capital Stock
(representing less than 2.5% of the assets of the Fund based upon October 31,
1994, values and approximately 1.7% of the outstanding shares of Capital Stock).
If all the 9,171,030 contributed shares were sold, and no additional shares were
acquired or sold, the Fund would own 744,059 shares, constituting less than 1%
of the outstanding shares.
It is presently contemplated that the IBM Retirement Plans Committee
appointed by the IBM Board of Directors will retain the right to determine the
timing and amount of any future sales of the 8.5 million contributed shares,
together with the 671,030 shares previously contributed. However, the Committee
may place any part or all of such shares into portfolios managed by independent
managers; in which case each manager would be 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 the manager and the Fund. The IBM Board of Directors retains
the power to terminate the Committee's powers with regard to the contributed
shares and to itself exercise those powers or delegate those powers to other
managers.
PLAN OF DISTRIBUTION
The Fund 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
2
<PAGE> 5
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 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 October 31, 1994, 587,651,309 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.
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.
Sections 721-726 of the New York Business Corporation Law ("NYBCL") contain
non-exclusive provisions for indemnification of officers and directors of a
corporation under certain specified conditions, including, in part: (a)
indemnification against judgments, fines, amounts paid in settlement of, and
reasonable expenses incurred as a result of, an action or proceeding, whether
civil or criminal, threatened or brought against such person (other than by one
bringing an action by or in the right of the corporation, but including an
action by or in the right of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person served in any
capacity at the request of the corporation) if such person acted in good faith,
for a purpose which he reasonably believed to be in, or, in the case of service
for any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, not opposed to, the best interests of the corporation,
and, in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful; (b) indemnification against amounts paid
in settlement and reasonable expenses incurred by such person in connection with
the defense or settlement of an action by or in the right of the corporation of
such director or officer acted, in good faith, for a purpose which he reasonably
believed to be in, or, in the case of service of any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of (1) a threatened action, or a
pending action which is settled or otherwise disposed of, or (2) any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, unless and only to the extent that the court, or if no action
was brought, a court of competent jurisdiction, determines the person is fairly
and reasonably entitled to indemnification; and (c) notwithstanding the failure
of a corporation to provide indemnification, indemnification pursuant to court
order.
Article Eleven of the Company's Restated Certificate of Incorporation
provides that pursuant to Section 402(b) of the NYBCL, the liability of the
Company's directors to the Company or its stockholders for damages for breach of
duty as a director shall be eliminated to the fullest extent permitted by the
NYBCL, as it exists or as it may be amended. No amendment or repeal of Article
Eleven shall apply to or have any effect on the liability of any director of the
Company for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
The By-laws of the Company provide that the Company shall, to the fullest
extent permitted by applicable law as in effect at any time, indemnify any
person made, or threatened to be made, a party to an action or proceeding
whether civil or criminal (including an action or proceeding by or in the right
of the Company or any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise for which any director or officer of the Company served in any
II-1
<PAGE> 8
capacity at the request of the Company), by reason of the fact that such person
or such person's testator or intestate was a director or officer of the Company,
or served such other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorney's fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein.
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
- ----------
<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 with the initial filing.
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.
II-2
<PAGE> 9
(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-3
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 16th day of
November, 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 November 16, 1994
- --------------------------------- Executive Officer (Principal Executive
Louis V. Gerstner, Jr. Officer)
Senior Vice President and Chief November 16, 1994
- --------------------------------- Financial Officer (Principal Financial
Jerome B. York Officer)
Controller (Principal Accounting November 16, 1994
- --------------------------------- Officer)
Richard F. Wallman
* Director November 16, 1994
- ---------------------------------
Harold Brown
* Director November 16, 1994
- ---------------------------------
James E. Burke
* Director November 16, 1994
- ---------------------------------
Fritz Gerber
* Director November 16, 1994
- ---------------------------------
Nannerl O. Keohane
Director
- ---------------------------------
Charles F. Knight
* Director November 16, 1994
- ---------------------------------
Thomas S. Murphy
* Vice Chairman of the Board November 16, 1994
- ---------------------------------
Paul J. Rizzo
* Director November 16, 1994
- ---------------------------------
John B. Slaughter
Director
- ---------------------------------
Charles M. Vest
* Director November 16, 1994
- ---------------------------------
L.C. van Wachem
* Director November 16, 1994
- ---------------------------------
Edgar S. Woolard, Jr.
*By: /s/ JOHN E. HICKEY
----------------------
John E. Hickey
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 11
DESCRIPTION OF EXHIBITS
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ----------
<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 with the initial filing.
II-5
