Filed pursuant to
Rule 424(b)(3)
File No. 333-3763
PROSPECTUS
INTERNATIONAL BUSINESS MACHINES CORPORATION
CAPITAL STOCK
This Prospectus relates to the offering and resale by the
shareholders (the "Shareholders") of TWG Holdings Inc., a Delaware
corporation ("TWG"), the participants (including certain of the
Shareholders) (the "ESOP Participants") in the TWG Holdings Inc.
Employee Stock Ownership Plan (the "ESOP") and U.S. Trust Company of
California, N.A., as trustee of the ESOP (the "ESOP Trustee", and
collectively with the Shareholders and the ESOP Participants, the
"Selling Shareholders") of up to 80,689 shares of Capital Stock, $1.25
par value per share (the "Shares"), of International Business Machines
Corporation (the "Company").
The Shares were issued to TWG on May 7, 1996 in connection
with the acquisition by the Company of substantially all the assets of
TWG. 63,622 Shares will be distributed to the Shareholders in connection
with the winding up and dissolution of TWG, as approved by the board of
directors of TWG and the Shareholders, and 16,269 Shares will be
distributed to the ESOP Participants in connection with the termination
of the ESOP by TWG. In addition, 798 Shares will be sold directly by the
ESOP Trustee. See "Selling Shareholders". The Company will receive none
of the proceeds from the sale of the Shares by the Selling Shareholders.
The Shares may be sold from time to time through public or
private transactions on or off the United States exchanges on which the
Capital Stock of the Company is traded, and at prevailing market prices
or other prices negotiated by the Selling Shareholders, all as more
fully described under "Plan of Distribution".
The Capital Stock of the Company is listed on the New York
Stock Exchange, the Chicago Stock Exchange and the Pacific Stock
Exchange. The closing price of the Capital Stock on the New York Stock
Exchange on June 11, 1996 was $103.125 per share.
No dealer, salesman or other person has been authorized to
give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company or any
underwriter, dealer or agent. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the Shares
offered hereby in any jurisdiction to any person to whom it is unlawful
to make such offer in such jurisdiction. Neither the delivery of this
Prospectus nor any sale hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the
Company since the date hereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS JUNE 12, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by
the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the Commission's regional offices
located at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and copies of such material may be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549, at
prescribed rates. Such reports, proxy statements and other information
may also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, 7th Floor, New York, New York, the Chicago Stock
Exchange, Incorporated, 440 South LaSalle Street, Suite 518, Chicago,
Illinois, and the Pacific Stock Exchange Incorporated, 115 Sansome
Street, 2nd Floor, San Francisco, California.
INFORMATION INCORPORATED BY REFERENCE
The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 1995, the Quarterly Report of the Company on
Form 10-Q for the quarter ended March 31, 1996, and the Current Report
of the Company on Form 8-K dated March 8, 1996, are incorporated herein
by reference. All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the termination of the offering of the Shares shall be deemed
to be incorporated herein by reference.
The Company will cause to be furnished without charge to each
person to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all the documents described
above, other than exhibits to such documents. Requests should be
addressed to: First Chicago Trust Company of New York, Mail Suite 4688,
P.O. Box 2530, Jersey City, New Jersey 07303-2530; telephone
201-324-0405.
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THE COMPANY
The Company develops, manufactures and sells advanced
information processing products, including computers and microelectronic
technology, software, networking systems and information technology-
related services. The Company offers value worldwide through its North
America, Europe/Middle East/Africa, Latin America, Asia/Pacific, Global
Services and Worldwide Client Server Computing business units, by
providing comprehensive and competitive product choices.
The Company's principal executive offices are located at
Armonk, New York, 10504, and its telephone number is (914) 765-1900.
USE OF PROCEEDS
The Shares being offered hereby are for the account of the
Selling Shareholders. Accordingly, the Company will not receive any
proceeds from the sale of the Shares offered hereby.
SELLING SHAREHOLDERS
The information below has been provided
to the Company by TWG
TWG acquired the Shares from the Company in exchange for
substantially all the assets of TWG on May 7, 1996. The Selling
Shareholders consist of the 16 persons who own shares of common stock of
TWG, the 92 ESOP Participants (12 of whom are also Shareholders) and the
ESOP Trustee.
In connection with the winding up and dissolution of TWG, as
approved by the board of directors of TWG and the Shareholders, each
Shareholder will receive that number of Shares that have been allocated
to such Shareholder. A certain number of the Shares that will be
allocated to certain Shareholders have been placed into escrow for two
years as security for the payment of any undetermined contingent
liabilities of TWG.
In connection with the dissolution of TWG and the termination
of the ESOP, the ESOP Trustee will exchange with TWG those shares of TWG
Class A stock held by the ESOP for 17,067 Shares. At such time, each
ESOP Participant will
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receive that number of Shares equal to the proportionate amount of his
or her ESOP account balance. ESOP Participants may transfer, or request
the ESOP Trustee to transfer, their Shares to an individual retirement
account (an "IRA") or a rollover qualified plan for such ESOP
Participant's benefit. The ESOP Trustee will retain 798 Shares and will
sell such Shares from time to time so that it may make a cash
distribution to each ESOP Participant in respect of any fraction of a
Share allocable to such ESOP Participant and for other distributions
required to be made by the ESOP Trustee to ESOP Participants.
As a result of his or her shareholdings in TWG or as a
participant in the ESOP or both, each Selling Shareholder will
beneficially own, and may offer from time to time for sale, the number
of Shares set forth below:
Selling Shareholder Number of Shares
Shareholders 1
L. John Wilkerson 2................................ 23,025
Robert J. Easton................................... 5,540
Stephen I. Shapiro................................. 5,666
Harri V. Taranto 3................................. 5,771
Francis J. Russo 4................................. 6,680
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1 The number of Shares listed for each of Mr. Russo, Mr.
Farrington, Ms. Samotin, Ms. Korman, Mr. MacAllister, Mr. Hurwich, Ms.
Shroff, Mr. Walker, Mr. Porsche, Ms. Lowe, Ms. Holtz and Ms. Smook
indicates the total number of Shares to be received as a result of such
individual being both a Shareholder and an ESOP Participant. See also
Note 5 below.
2 Immediately prior to the transactions described herein, Mr.
Wilkerson owned 200 common shares of the Company.
3 Immediately prior to the transactions described herein, Mr.
Taranto owned 50 common shares of the Company.
4 Immediately prior to the transactions described herein, Mr. Russo
owned 375 common shares of the Company and his wife, Ann Russo, owned 34
common shares of the Company. Additionally Mr. Russo holds "call"
options for 800 common shares of the Company, exercisable on July 21,
1996, with an exercise price of $120.
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Selling Shareholder Number of Shares
George L. Farrington............................... 4,275
Sheri L. Samotin................................... 3,321
Judith A. Korman................................... 2,382
Neil G. MacAllister................................ 2,688
Mark R. Hurwich.................................... 3,149
Zubeen Shroff...................................... 2,283
Anthony Walker..................................... 1,308
Rolf Porsche....................................... 981
Kristine S. Lowe................................... 664
Eileen M. Holtz.................................... 495
Deborah C. Smook................................... 631
ESOP Participants 5
Meryl A. Allison................................... 118
Danielle R. Almany................................. 263
Jeffrey S. Aroy.................................... 54
Nicholas M. Barto.................................. 85
James R. Bianchi................................... 159
Kevin Bibby........................................ 138
Rolonda K. Bies.................................... 173
Lucy Bolton........................................ 100
Pamela A. Carter................................... 95
Michael A. Carusi.................................. 445
Elizabeth M. Cassie................................ 109
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5 Shares owned by ESOP Participants may be offered and sold
directly by the ESOP Participants or on their behalf by (i) a custodian
of an IRA or trustee of a qualified plan into which such ESOP
Participant's Shares are transferred or (ii) the ESOP Trustee in the
event that an ESOP Participant authorizes the sale by the ESOP Trustee
in lieu of a direct rollover into an IRA or qualified plan or fails to
elect such a rollover within 30 days of receiving an election notice as
permitted and authorized by the Employee Retirement Income Security Act
of 1974 and the ESOP, in connection with the termination of the ESOP.
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Selling Shareholder Number of Shares
Michael R. Catalano................................ 78
Elaine L. W. Caughey............................... 106
Alex Charlton...................................... 146
Jayaram Chigurupati................................ 41
Nanette Cocero..................................... 181
Hugh M. Cole....................................... 332
Carmen M. Concepcion............................... 12
Jacqueline Demby................................... 84
Peter B. Dilaura................................... 38
Mary B. Dolan...................................... 198
Paul B. Duwan...................................... 90
Laura Farmer....................................... 37
Rosalind J. Forse.................................. 243
Robert Friedman.................................... 66
Angella C. Fraser.................................. 33
Letizia Galli...................................... 103
Mercedes Prior Garcia.............................. 102
Mara O. Gibbs...................................... 240
Shade Cronan Grahling 6............................ 272
Julie E. Grass 7................................... 88
Jennifer Gray...................................... 162
Kathleen Griffin................................... 107
Philip P. Gutry.................................... 14
Melissa K. Hellman................................. 217
Ken Hollywood...................................... 155
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6 Immediately prior to the transactions described herein, Ms.
Grahling owned 1 common share of the Company.
7 Immediately prior to the transactions described herein, Ms. Grass
owned 300 common shares of the Company.
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Selling Shareholder Number of Shares
Timothy Hunter..................................... 59
Angela Hwang....................................... 207
Mohan S. Iyer...................................... 88
Donald D. Jenkins.................................. 141
Scott R. Jordan.................................... 207
Christine L. Kennedy............................... 24
Bruno L. Larvol.................................... 208
Charisse M. Lee.................................... 38
Anne J. Lyerly..................................... 135
Maria I. Manterola................................. 63
Reina J. Marmolejos................................ 51
Mary E. May........................................ 95
Karolynne M. Mcateer............................... 232
Maureen McNulty.................................... 143
Ibrahim Medawar.................................... 275
Virginia R. Morgan 8............................... 266
Judith Naranjo..................................... 90
Wendy Nivar........................................ 85
Kenneth D. Noonan.................................. 412
Michael J.C. O'Hara................................ 39
Dianna M. Padmore.................................. 180
Anthony Pascall.................................... 117
Nilsa Perez........................................ 147
Robert F. Prachar Jr............................... 249
Tammy Ramirez...................................... 96
Edward E. Rhoads................................... 48
Joseph Riley....................................... 170
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8 Immediately prior to the transaction described herein, Ms. Morgan
owned 68 common shares of the Company.
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Selling Shareholder Number of Shares
Thomas L. Rodgers.................................. 172
Roelof M. L. Rongen................................ 91
Ann Russo 9........................................ 2
Helen M. Scott..................................... 187
Sherry Shokooh..................................... 47
Andrew D. Shultz................................... 119
Catharine E. Staughton............................. 263
P. Kyle Tattle..................................... 318
Rhett D. Thurman................................... 256
John Timlin........................................ 28
Suzanne M. Timmer.................................. 31
Nicolas Touchot.................................... 119
Liza Velez......................................... 129
Nicola Vesper...................................... 19
Kerstin Waterloh................................... 213
Mika S. Wood....................................... 148
Thomas H. Zinsli................................... 141
ESOP Trustee....................................... 798 10
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9 Immediately prior to the transactions described herein, Ms. Russo
owned 34 common shares of the Company, and her husband, Francis J.
Russo, owned 375 common shares of the Company and holds "call" options
for 800 common shares of the Company, exercisable on July 21, 1996, with
an exercise price of $120.
10 Consists of 754 Shares that will be liquidated with the cash
realized from such liquidation to be distributed to ESOP Participants
based upon a private letter ruling to be received from the Internal
Revenue Service and 44 Shares that will be liquidated in connection with
cash distributions of fractional shares to ESOP Participants. The ESOP
Trustee may also sell Shares on behalf of any ESOP Participant in the
event that the ESOP Participant authorizes such sale by the ESOP Trustee
in lieu of a direct rollover into an IRA or qualified plan or fails to
elect such a rollover within 30 days of receiving an election notice.
See Note 5 above.
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PLAN OF DISTRIBUTION
Distribution of the Shares by the Selling Shareholders may be
effected from time to time in one or more transactions (i) on any of the
United States securities exchanges on which Capital Stock is listed,
including the New York Stock Exchange, the Chicago Stock Exchange and
the Pacific Stock Exchange, (ii) in the over-the-counter market, (iii)
in transactions other than on such exchanges or in the over-the-counter
market or (iv) in a combination of any such transactions. Such
transactions may be effected by the Selling Shareholders at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices. The
Selling Shareholders may effect such transactions by selling Shares to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts or commissions from the Selling
Shareholders and may receive commissions from the purchasers of Shares
for whom they may act as agent.
DESCRIPTION OF CAPITAL STOCK
As of the date of this Prospectus, the Company's Certificate
of Incorporation authorizes the issuance of 750,000,000 shares of
Capital Stock and 150,000,000 shares of preferred stock, $.01 par value
per share, issuable in one or more series at any time and from time to
time by action of the Board of Directors without further stockholder
approval. The designation, relative rights, preferences and limitations
of each series of preferred stock are determined by the Board of
Directors. As of March 31, 1996, there were outstanding 539,671,178
shares of Capital Stock and 2,610,711 shares of Series A 7-1/2%
Preferred Stock, par value $.01 per share (the "Series A Preferred
Stock"), liquidation preference $100 per share, of the Company.
Subject to the rights of the holders of any outstanding shares
of preferred stock, holders of Capital Stock are entitled to receive
such dividends, in cash, securities or property, as may from time to
time be declared by the Board of Directors. Subject to the provisions of
the Company's By-laws, as from time to time amended, with respect to the
closing of the transfer books and the fixing of a record date, holders
of shares of Capital Stock are entitled to one vote per share of Capital
Stock held on all matters requiring a vote of the stockholders. Holders
of
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preferred stock are entitled to such voting rights, if any, as the Board
of Directors has determined or may in the future determine, provided
that the holders of shares of preferred stock are not entitled to more
than the lesser of (x) one vote per $100 liquidation value or (y) one
vote per share, when voting as a class with the holders of shares of
Capital Stock, and are not entitled to vote separately as a class except
with respect to any amendment or alteration of the provisions of the
Company's Certificate of Incorporation that would adversely affect the
powers, preferences or special rights of the applicable series of
preferred stock or for the election of two directors after default in
six dividends on the preferred stock. The holders of shares of the
Series A Preferred Stock are not entitled to any voting rights, except
with respect to any such amendment or alteration of the provisions of
the Company's Certificate of Incorporation or for the election of two
directors after default in six dividends on the Series A Preferred
Stock. In the event of any liquidation, dissolution or winding up of the
Company, either voluntary or involuntary, after payment shall have been
made to the holders of preferred stock of the full amount to which they
shall be entitled, the holders of Capital Stock shall be entitled to
share ratably, according to the number of shares held by them, in all
remaining assets of the Company available for distribution. Shares of
Capital Stock are not redeemable and have no subscription, conversion or
preemptive rights.
LEGAL OPINIONS
The validity of the Shares has been passed upon for the Company
by Peter M. Acton, Esq., Associate General Counsel of the Company.
EXPERTS
The consolidated financial statements of the Company
incorporated in this Prospectus by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts
in auditing and accounting.
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