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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
(Dated February 9, 1995)
to
Schedule 13E-4/A
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Name of Issuer)
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Name of Person(s) Filing Statement)
Depositary Shares, Each Representing a One-Fourth Interest
in a Share of Series A 7-1/2% Preferred Stock
(Title of Class of Securities)
459200309
(CUSIP Number of Class of Securities)
John E. Hickey
Vice President and Secretary
International Business Machines Corporation
One Old Orchard Road
Armonk, New York 10504
(914) 765-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
Copy to:
Robert Rosenman, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1300
January 11, 1995
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$1,114,500,000 $222,900
* Assumes purchase of 44,580,000 shares at $25 per share.
** Calculated based on the transaction valuation multiplied by one-
fiftieth of one percent.
[ ] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $222,900 Filing Party: International
Business Machines Corporation
Form or Registration No.: 13E-4 Date Filed: January 11, 1995
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Page 1 of 3 pages
Exhibit Index on Page 3
<PAGE>2
AMENDMENT NO. 3 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4/A
This Amendment No. 3 dated February 9, 1995, supplements the
Issuer Tender Offer Statement on Schedule 13E-4 filed with the
Securities and Exchange Commission on January 11, 1995, as amended, by
International Business Machines Corporation, a New York corporation
(the "Company"), in connection with its offer to purchase any and all
of its outstanding Depositary Shares (the "Depositary Shares"), each
representing ownership of a one-fourth interest in a share of Series A
7-1/2% Preferred Stock, par value $0.01 per share (the "Series A
Preferred Stock"), liquidation preference $100 per share, of the
Company, at a price of $25.00 per Depositary Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase for Cash dated January 11, 1995 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer"), copies of which were filed as Exhibits (a)(1)
and (a)(2) to the original Schedule 13E-4, respectively.
The Company hereby files with this Amendment No. 3 a copy of the
press release which was released by the Company on February 9, 1995.
The following information supplements the information previously
included in the original Schedule 13E-4.
_________________________________
Item 8. Additional Information.
Item 8(e) is hereby amended by adding the following thereto:
The Offer expired at 12:00 midnight, Eastern Standard Time, on
Wednesday, February 8, 1995. The preliminary results of the Offer are
as set forth in Exhibit (a)(13) hereto.
Item 9. Material to be Filed as Exhibits.
(a)(13) Press release dated February 9, 1995.
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
International Business Machines
Corporation
By: /s/ Richard F. Wallman
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Richard F. Wallman
Vice President and Controller
Dated: February 9, 1995
<PAGE>3
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
(a)(13) Press release dated
February 9, 1995.
IBM PRESS RELEASE
For Release: Immediate
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International Business Machines Corporation
Armonk, New York 10504
Contact: Rob Wilson
(914) 765-6565
IBM PREFERRED STOCK TENDER OFFER EXPIRES
ARMONK, N.Y., February 9, 1995 . . . International
Business Machines Corporation today announced that its
tender offer to purchase up to 44,580,000 depositary shares
representing its Series A 7-1/2 percent preferred stock
expired as scheduled at 12:00 midnight (EST) on February 8,
1995.
Based upon a preliminary count by First Chicago
Trust Company of New York, approximately 34.1 million
depositary shares were tendered pursuant to the offer. In
accordance with the terms of the offer, IBM will purchase
all the depositary shares properly tendered. Assuming
approximately 34.1 million shares are tendered,
approximately 10.5 million depositary shares will remain
outstanding.
Payment for the tendered shares is expected to be
made in approximately one week.
