Electronically Transmitted to the Securities and Exchange
Commission on May 15, 1996
Registration No.
===================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
==============
International Business Machines Corporation
(Exact name of rgistrant as specified in its charter)
New York 13-0871985
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
Armonk, New York 10504
(914) 765-1900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------
LAWRENCE R. RICCIARDI
Senior Vice President and General Counsel
INTERNATIONAL BUSINESS MACHINES CORPORATION
Armonk, New York 10504
(914) 765-1900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
---------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, please check
the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] If delivery of the
prospectus is expected to be made pursuant to Rule 434, please check
the following box. [ ]
---------------------------
CALCULATION OF REGISTRATION FEE
=====================================================================
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to Price Per Offering Registration
be Registered be Registered Share (1) Price (1) Fee
- ---------------------------------------------------------------------
Capital Stock 80,689 shares $104.81 $8,457,216.00 $2,917.00
======================================================================
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment that specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
======================================================================
<PAGE>
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 May 7, 1996 was $105.875 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,
<PAGE>
create any implication that there has been no change in the
affairs of the Company since the date hereof.
--------------------
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.
--------------------
THE DATE OF THIS PROSPECTUS IS , 1996.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
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.
--------------------
<PAGE>
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 receive that number of Shares
equal to the proportionate amount of his or her ESOP account balance.
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
<PAGE>
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. Russo4.................................. 6,680
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
- ----------------
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.
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.
<PAGE>
Selling Shareholder Number of Shares
Kristine S. Lowe................................... 664
Eileen M. Holtz.................................... 495
Deborah C. Smook................................... 631
ESOP Participants
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
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
<PAGE>
Selling Shareholder Number of Shares
Mercedes Prior Garcia.............................. 102
Mara O. Gibbs...................................... 240
Shade Cronan Grahling 5............................ 272
Julie E. Grass 6.................................... 88
Jennifer Gray...................................... 162
Kathleen Griffin................................... 107
Philip P. Gutry.................................... 14
Melissa K. Hellman................................. 217
Ken Hollywood...................................... 155
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 7............................... 266
- ----------------
5 Immediately prior to the transactions described herein, Ms.
Grahling owned 1 common share of the Company.
6 Immediately prior to the transactions described herein, Ms.
Grass owned 300 common shares of the Company.
7 Immediately prior to the transaction described herein, Ms.
Morgan owned 68 common shares of the Company.
<PAGE>
Selling Shareholder Number of Shares
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
Thomas L. Rodgers.................................. 172
Roelof M. L. Rongen................................ 91
Ann Russo 8........................................ 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
- ----------------
8 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.
<PAGE>
Selling Shareholder Number of Shares
Thomas H. Zinsli................................... 141
ESOP Trustee....................................... 798 9
- ----------------------
9 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.
- ----------------------
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 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
<PAGE>
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 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 will be passed upon for the
Company by Peter M. Acton, Esq., Associate General Counsel of the
Company.
<PAGE>
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following statement sets forth the estimated amounts of
expenses to be borne by the Company in connection with the offering
described in this Registration Statement:
Securities and Exchange Commission
Registration Fee............................................. $ 2,917.00
Legal Fees and Expenses...................................... 10,000.00
Miscellaneous Expenses....................................... 5,000.00
---------
Total Expenses............................................. $17,917.00
=========
Item 15. Indemnification of Directors and Officers.
The By-Laws of the Company (Article VI, Section 6) provide
the following:
"The Corporation shall, to the fullest extent permitted by applicable
law as in effect at any time, indemnify any person made, or threatened
to be made, a party to an action or proceeding whether civil or
criminal (including an action or proceeding by or in the right of the
Corporation or any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, for which any director or officer of the
Corporation served in any capacity at the request of the Corporation),
by reason of the fact that such person or such person's testator or
intestate was a director or officer of the Corporation, or served such
other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein. Such indemnification
shall be a contract right and shall include the right to be paid
advances of any expenses incurred by such person in connection with
such action, suit or proceeding, consistent with the provisions of
applicable law in effect at any time. Indemnification shall be deemed
to be 'permitted' within the meaning of the first sentence hereof if
it is not expressly prohibited by applicable law as in effect at any
time."
<PAGE>
The Certificate of Incorporation of the Company (Article
ELEVENTH) provides the following:
"Pursuant to Section 402(b) the Business Corporation Law of
the State of New York, the liability of the Corporation's directors to
the Corporation or its stockholders for damages for breach of duty as
a director shall be eliminated to the fullest extent permitted by the
Business Corporation Law of the State of New York, as it exists on the
date hereof or as it may hereafter be amended. No amendment of or
repeal of this Article shall apply to or have any effect on the
liability or alleged liability of any director of the corporation for
or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal."
With certain limitations, Sections 721 through 726 of the
New York Business Corporation Law permit a corporation to indemnify a
director or officer made a party to an action (i) by a corporation in
its right in order to procure a judgment in its favor unless he shall
have breached his duties, or (ii) other than an action by or in the
right of the corporation in order to procure a judgment in its favor,
if such director or officer acted in good faith and in a manner he
reasonably believed to be in or, in certain cases not opposed to such
corporation's interest and additionally, in criminal actions, had no
reasonable cause to believe his conduct was unlawful.
In addition, the Company maintains directors' and officers'
liability insurance policies.
II-2
<PAGE>
Item 16. Exhibits
(4) - Restated Certificate of Incorporation of the
Company*
(5) - Opinion of Peter M. Acton, Esq. **
(23)(a) - Consent of Independent Accountants. **
(23)(b) - Consent of Peter M. Acton, Esq. (included in
Exhibit 5).
(24)(a) - Powers of Attorney **
(24)(b) - Certified copy of a resolution adopted by the
Company's Board of Directors authorizing
execution of the registration statement by power
of attorney. **
- -----------------
* Incorporated by reference to Exhibit VI of the Company's
Form 10-K for the year ended December 31, 1992.
** Filed electronically herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement
(other than as provided in the proviso and instructions to Item 512(a)
of Regulation S-K) (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) to
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the registration
statement; and (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in Item
15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or
proceeding) is asserted by such officer, director or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether or not such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 15th day of May,
1996.
INTERNATIONAL BUSINESS MACHINES
CORPORATION,
By: *
-----------------------------
Louis V. Gerstner, Jr.
Chairman of the Board of
Directors and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board May 15, 1996
- -------------------------------- and Chief Executive
Louis V. Gerstner Jr. Officer (Principal
Executive Officer)
* Senior Vice President May 15, 1996
- -------------------------------- Chief Financial Officer
G. Richard Thoman (Principal Financial
Officer)
* Vice President and May 15, 1996
- -------------------------------- Controller (Principal
John R. Joyce Accounting Officer)
* Director May 15, 1996
- --------------------------------
Cathleen Black
II-5
<PAGE>
* Director May 15, 1996
- --------------------------------
Harold Brown
* Director May 15, 1996
- --------------------------------
Juergen Dormann
* Director May 15, 1996
- --------------------------------
Nannerl O. Keohane
* Director May 15, 1996
- --------------------------------
Charles F. Knight
* Director May 15, 1996
- --------------------------------
Lucio A. Noto
* Director May 15, 1996
- --------------------------------
John B. Slaughter
* Director May 15, 1996
- --------------------------------
Alex Trotman
* Director May 15, 1996
- --------------------------------
Lodewijk C. van Wachem
* Director May 15, 1996
- --------------------------------
Charles M. Vest
*By: /s/ John E. Hickey
- --------------------------------
John E. Hickey
Attorney-in-Fact
II-6
<PAGE>
INDEX TO EXHIBITS
Sequential page
Exhibit number
(4) - Restated Certificate of
Incorporation of the
Company. *
(5) - Opinion of Peter M.
Acton, Esq. **
(23)(a) - Consent of Independent
Accountants. **
(23)(b) - Consent of Peter M.
Acton, Esq. (included in
Exhibit 5).
(24)(a) - Powers of Attorney. **
(24)(b) - Certified copy of a
resolution adopted by
the Company's Board of
Directors authorizing
execution of the
registration statement
by power of attorney. **
- ----------------
* Incorporated by reference to Exhibit VI of the Company's
Form 10-K for the year ended December 31, 1992.
** Filed electronically herewith.
II-7
<PAGE>
May 15, 1996
International Business Machines
Corporation
One Old Orchard Road
Armonk, NY 10504
Dear Ladies and Gentlemen:
I am Associate General Counsel of International Business
Machines Corporation, a New York corporation (the "Company"), and am
familiar with the shares (the "Shares") of Capital Stock, par value
$1.25 per share, of the Company that have been delivered to TWG
Holdings, Inc., a Delaware corporation ("TWG"), in connection with the
Company's acquisition of substantially all the assets of TWG and will
be delivered by TWG to its shareholders in connection with the winding
up and dissolution of TWG.
I have reviewed originals or copies certified or otherwise
identified to my satisfaction of such documents, corporate records and
other instruments as I have deemed necessary or appropriate to enable
me to render the opinions set forth below.
Based upon the foregoing, I am of opinion as follows:
(1) The Company has been duly incorporated and is a validly
existing corporation under the laws of the State of New York; and
(2) The Shares delivered to TWG have been duly authorized by
the Company and are validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Company's Registration Statement on Form S-3 relating to the
Shares and to the reference to my name under the heading "Legal
Opinions" in the Prospectus forming a part of such Registration
Statement.
Very truly yours,
/s/ Peter M. Acton
-----------------------------
Peter M. Acton
Associate General Counsel
<PAGE>
EXHIBIT (23)(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form
S-3 of our report dated January 19, 1996, which appears on page 35 of
the 1995 Annual Report to Stockholders of International Business
Machines Corporation, which is incorporated by reference in
International Business Machines Corporation's Annual Report on Form
10-K for the year ended December 31, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule, which appears on page 8 of such Annual Report on Form 10-K
and to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036
May 15, 1996
<PAGE>
POWER OF ATTORNEY OF LOUIS V. GERSTNER, JR.
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Chairman of the Board of Directors and Chief Executive Officer of
International Business Machines Corporation, a New York corporation
(the "Corporation"), which is to file with the Securities and Exchange
Commission (the "SEC") under the provisions of the Securities Act of
1933, as amended, one or more Registration Statements on Form S-4, or
other appropriate Form, for shares of capital stock of the Corporation
to be issued in connection with the acquisition by the Corporation of
TWG Holdings, Inc., hereby constitute and appoint Lawrence R.
Ricciardi, G. Richard Thoman, James M. Alic, John E. Hickey and
Jeffrey D. Serkes, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each
without the others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements and any and all amendments to the
aforementioned Registration Statements and to file said Registration
Statements and amendments thereto so signed with all exhibits thereto,
and with any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Louis V. Gerstner, Jr.
--------------------------------
Louis V. Gerstner, Jr.
Chairman and Chief Executive
Officer
<PAGE>
POWER OF ATTORNEY OF G. RICHARD THOMAN
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Senior Vice President and Chief Financial Officer of International
Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange
Commission (the "SEC") under the provisions of the Securities Act of
1933, as amended, one or more Registration Statements on Form S-4, or
other appropriate Form, for shares of capital stock of the Corporation
to be issued in connection with the acquisition by the Corporation of
TWG Holdings, Inc., hereby constitute and appoint Lawrence R.
Ricciardi, James M. Alic, John E. Hickey and Jeffrey D. Serkes, and
each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in
my name, place and stead, in any and all capacities, to sign, or cause
to be signed electronically any and all of said Registration
Statements and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and with any
and all other documents in connection therewith, with the SEC, hereby
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ G. Richard Thoman
--------------------------------
G. Richard Thoman
Senior Vice President and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY OF JOHN R. JOYCE
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Vice President and Controller of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to
file with the Securities and Exchange Commission (the "SEC") under the
provisions of the Securities Act of 1933, as amended, one or more
Registration Statements on Form S-4, or other appropriate Form, for
shares of capital stock of the Corporation to be issued in connection
with the acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, John
E. Hickey and Jeffrey D. Serkes, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each
without the others, for me and in my name, place and stead, in any and
all capacities, to sign, or cause to be signed electronically any and
all of said Registration Statements and any and all amendments to the
aforementioned Registration Statements and to file said Registration
Statements and amendments thereto so signed with all exhibits thereto,
and with any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and amount the
premises, as fully to all intents and purposes as I might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause
to be done by virture hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this
power of Attorney as of this 13th day of May, 1996.
/s/ John R. Joyce
--------------------------------
John R. Joyce
Vice President and
Controller
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Cathleen Black
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Harold Brown
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Juergen Dormann
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Nannerl O. Keohane
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Charles F. Knight
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Lucio A. Noto
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ John B. Slaughter
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Alex Trotman
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Lodewijk C. van Wachem
--------------------------------
Director
<PAGE>
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
Director of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities
and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933, as amended, one or more Registration
Statements on Form S-4, or other appropriate Form, for shares of
capital stock of the Corporation to be issued in connection with the
acquisition by the Corporation of TWG Holdings, Inc., hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, James
M. Alic, John E. Hickey and Jeffrey D. Serkes, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to
file said Registration Statements and amendments thereto so signed
with all exhibits thereto, and with any and all other documents in
connection therewith, with the SEC, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I the undersigned, have executed this
Power of Attorney as of this 27th day of February, 1996.
/s/ Charles M. Vest
--------------------------------
Director
<PAGE>
Exhibit 24(b)
INTERNATIONAL BUSINESS MACHINES CORPORATION
Certificate of the Secretary
The undersigned, John E. Hickey, Secretary of International
Business Machines Corporation (the "Corporation"), does hereby certify
that attached hereto as Exhibit A is a true, correct and complete copy
of a resolution adopted by the Corporation Board of Directors on
February 27, 1996 authorizing the Corporation's officers to execute
the Registration Statement, to which this certificate is attached as
an exhibit, by power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this
certificate this 14th day of May, 1996.
INTERNATIONAL BUSINESS MACHINES
CORPORATION,
by /s/ John E. Hickey
--------------------------------
Name: John E. Hickey
Title: Secretary
<PAGE>
Exhibit A
RESOLVED that the transaction with TWG Holdings, Inc. and
its subsidiaries, on substantially the terms and conditions presented
to the Board of Directors at this meeting (the "Proposed Acquisition")
be, and it hereby is, authorized and approved, and that any officer of
the Corporation be, and each of them individually hereby is,
authorized and empowered to execute and deliver in the name and on
behalf of the Corporation any agreements, instruments and other
documents (and any amendments thereto) necessary or appropriate in
connection with the Proposed Acquisition or any of the other matters
or transactions related thereto; and
RESOLVED that the Board of Directors of the Corporation
hereby authorizes the issuance of up to 200,000 shares of Capital
Stock, $1.25 par value, of the Corporation or the delivery of up to
200,000 shares of Capital Stock of the Corporation held in treasury,
or a combination of the foregoing (the "Shares"), in payment of all or
a portion of the consideration for the Proposed Acquisition; and
RESOLVED that the proper officers of the Corporation be, and
hereby are, authorized and empowered to prepare for filing with the
Securities and Exchange Commission (the "SEC") under the provisions of
the Securities Act of 1933, as amended, one or more registration
statements on Form S-4, Form S-3 or other appropriate Form, relating
to the Shares, and that each of Louis V. Gerstner, Jr., G. Richard
Thoman, Lawrence R. Ricciardi, James M. Alic, John E. Hickey and
Jeffrey D. Serkes be, and each of them hereby is, vested with full
power to act, together or each without the others, in any and all
capacities, in the name and on behalf of the Corporation to sign or
cause to be signed electronically, such registration statements and
any and all amendments to the aforementioned registration statements,
and to file said registration statements and amendments thereto so
signed with all exhibits thereto, and any and all other documents in
connection therewith, with the SEC, and all actions in connection with
the preparation, execution and filing of said registration statements
with the SEC on behalf of and as attorneys for the Corporation are
hereby ratified, approved and adopted in all respects; and
RESOLVED that the proper officers of the Corporation be, and
they hereby are, authorized in the name and on behalf of the
Corporation, to take any and all action which they may deem necessary
or advisable in order to
<PAGE>
effect the registration or qualification (or exemption therefrom) of
the Shares for issue, offer, sale or trade under the Blue Sky or
securities laws of any of the States of the United States of America
as well as in any foreign jurisdiction and political subdivisions
thereof, and in connection therewith to execute, acknowledge, verify,
deliver, file or cause to be published any applications, reports,
consents to service of process and other papers and instruments which
may be required under such laws, and to take any and all further
action which they may deem necessary or advisable in order to maintain
any such registration, qualification or exemption for as long as they
deem necessary or as required by law, and that the execution by such
officers of any such paper or document, or the doing by them of any
act in connection with the foregoing matters shall conclusively
establish their authority therefor from the Corporation and the
ratification by the Corporation of the papers and documents so
executed and the actions so taken; and
RESOLVED that the Corporation is hereby authorized to list
the Shares on any public exchanges, and that the proper officers of
the Corporation are hereby authorized on behalf of the Corporation to
execute all listing applications, fee agreements and other documents
in connection with the foregoing; and
RESOLVED that the proper officers of the Corporation be, and
they hereby are, authorized to take all such further action and to
execute all such further instruments and documents in the name and on
behalf of the Corporation and under its corporate seal or otherwise,
and to pay all fees, expenses and taxes as in their judgment shall be
necessary, proper or advisable in order fully to carry out the intent
and accomplish the purposes of the foregoing Resolutions; and
RESOLVED that the proper officers of the Corporation shall
have the authority to further delegate, in whole or in part, the
authority provided in these Resolutions to any other officer or
employee of the Corporation.
<PAGE>
