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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
(Dated March 1, 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
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Transaction Valuation* Amount of Filing Fee**
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$1,114,500,000 $222,900
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* 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 3 pages
Exhibit Index on Page 3
<PAGE>2
AMENDMENT NO. 4 TO
RULE 13e-3 TRANSACTION STATEMENT ON SCHEDULE 13E-3/A
This Amendment No. 4 dated March 1, 1995, 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 Company hereby files with this Amendment No. 4 a copy of the press
release which was released by the Company on February 28, 1995.
The following information supplements the information previously
included in the original Schedule 13E-3.
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Item 17. Material to be Filed as Exhibits.
(d)(13) Press release dated February 28, 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:--------------------------------------
Jeffrey D. Serkes
Vice President and Treasurer
Dated: March 1, 1995
<PAGE>3
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
(d)(13) -Press release dated February 28, 1995.
For Release: IMMEDIATE
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International Business Machines Corporation
Armonk, New York 10504
Contact: Rob Wilson
(914) 765-6565
IBM BOARD AUTHORIZES PREFERRED STOCK REPURCHASE PROGRAM
ARMONK, N.Y., February 28, 1995 . . . International
Business Machines Corporation announced that its Board of
Directors today authorized the company to repurchase any IBM
Series A 7-1/2% depositary shares which are currently
outstanding. IBM said it plans to buy the shares from time
to time in open market and in private transactions,
depending on market conditions. There are currently
10,499,847 depositary shares outstanding.
