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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
(Dated February 17, 1995)
to
Schedule 13E-3/A
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) 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
This statement is filed in connection with (check the appropriate
box):
a. [ ] The filing of solicitation materials or an
information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above. Check the following box if
soliciting materials or an information statement
referred to in checking box (a) are preliminary
copies: [ ]
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.
[X] 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
Page 1 of 2 pages
Exhibit Index on Page N/A
<PAGE>2
AMENDMENT NO. 3 TO
RULE 13e-3 TRANSACTION STATEMENT ON SCHEDULE 13E-3/A
This Amendment No. 3 dated February 17, 1995, amends
and supplements the Rule 13e-3 Transaction Statement on Schedule
13E-3 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 (d)(1) and (d)(2) to the
original Schedule 13E-3, respectively.
The following information supplements the information
previously included in the original Schedule 13E-3.
Item 16. Additional Information.
Item 16 is hereby amended by adding the following
thereto:
The exact number of Depositary Shares acquired pursuant
to the Offer was 34,080,157. As indicated in Section 1 of the Offer
to Purchase, the Company may, in its sole discretion, subsequent
to February 23, 1995 (ten business days after termination of the
Offer), determine to purchase any remaining Depositary Shares
through privately negotiated transactions, open market purchases
or another tender offer or otherwise, on such terms and at such
prices as the Company may determine from time to time.
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
-----------------------------
Richard F. Wallman
Vice President and Controller
Dated: February 17, 1995
