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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
(Dated January 31, 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.
[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
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Page 1 of 3 pages
Exhibit Index on Page 3
<PAGE>2
AMENDMENT NO. 2 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4/A
This Amendment No. 2 dated January 31, 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- % 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. 2 a copy of
the press release which was released by the Company on January 31,
1995.
The following information supplements the information
previously included in the original Schedule 13E-4.
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Item 9. Material to be Filed as Exhibits.
(a)(12) Press release dated January 31, 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
___________________________________
Richard F. Wallman
Vice President and Controller
Dated: January 31, 1995
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
(a)(12) Press release dated January 31, 1995.
