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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
(Dated January 23, 1995)
to
Schedule 13E-4
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
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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
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Page 1 of 3 pages
Exhibit Index on Page 3
<PAGE>2
AMENDMENT NO. 1 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
This Amendment No. 1 dated January 23, 1995, supplements the
Issuer Tender Offer Statement on Schedule 13E-4 filed with the
Securities and Exchange Commission on January 11, 1995, 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. 1 a copy of
the form of letter which was sent to holders of Depositary Shares
by Merrill Lynch after the commencement of the Offer.
The following information supplements the information
previously included in the original Schedule 13E-4.
Item 9. Material to be Filed as Exhibits.
(a)(11) Form of Merrill Lynch's letter to holders of
Depositary Shares dated January 23, 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 23, 1995
<PAGE>3
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
No.
(a)(11) Form of Letter to Merrill Lynch's
clients dated January 23, 1995.
EXHIBIT 99-(a)(11)
[Letterhead of]
Merrill Lynch
To: Holders of IBM Depositary
Shares, each representing a
one-fourth interest in a share
of Series A 7-1/2% Preferred
Stock
From:
At: Merrill Lynch
Date: January 23, 1995
Subject: INTERNATIONAL BUSINESS MACHINES CORPORATION
SERIES A 7-1/2% PREFERRED STOCK
International Business Machines Corporation has offered to
purchase for cash any and all of its outstanding Depositary
Shares, each representing a one-fourth interest in a share of its
Series A 7-1/2% Preferred Stock, at $25 net per Depositary Share
(cusip #459200309).
Tendering shareholders will receive $25 per Depositary Share, net
to the seller in cash.
The expiration date of the offer is Wednesday, February 8, 1995
at 12:00 Midnight, Eastern Standard Time, unless extended. In
order to ensure that your Depositary Shares are tendered timely,
Merrill Lynch must receive instructions to tender by 6:30 PM,
Eastern Standard Time, on February 7. Tendered Depositary Shares
may be withdrawn at any time before the expiration date of the
offer.
You should have received detailed information regarding this
offer under separate cover. Merrill Lynch, as Dealer/Manager for
this offer, is readily prepared to assist you in this matter
should assistance be desired. If you would like additional
information pertaining to this offer, please call the following
number: ( ) (collect).
Sincerely,
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FC #
