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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
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TIVOLI SYSTEMS INC.
(Name of Subject Company)
TOPAZ ACQUISITION CORP.
INTERNATIONAL BUSINESS MACHINES
CORPORATION
(Bidders)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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888722105
(CUSIP Number of Class of Securities)
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Lawrence R. Ricciardi, Esq.
Senior Vice President and General Counsel
International Business Machines Corporation
Old Orchard Road
Armonk, New York 10504
(914) 765-1900
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Robert L. Seelig, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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International Business Machines Corporation and Topaz
Acquisition Corp. hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 (the "Statement"), originally filed
on February 2, 1996, as amended by Amendment No. 1, with respect
to their offer to purchase all outstanding shares of Common
Stock, par value $0.01 per share, of Tivoli Systems Inc., a
Delaware corporation, as set forth in this Amendment No. 2.
Capitalized terms not defined herein have the meanings assigned
thereto in the Statement.
Item 6. Interest in Securities of the Subject Company.
On March 4, 1996, IBM issued two press releases, copies
of which are attached hereto as Exhibit (a)(11) and Exhibit
(a)(12) and are incorporated herein by reference.
Item 10. Additional Information.
On March 4, 1996, IBM issued two press releases, copies
of which are attached hereto as Exhibit (a)(11) and Exhibit
(a)(12) and are incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
(a)(11) Press Release, dated March 4, 1996.
(a)(12) Press Release, dated March 4, 1996.
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SIGNATURE
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.
Dated: March 4, 1996
TOPAZ ACQUISITION CORP.,
by:/s/ LEE A. DAYTON
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Name: Lee A. Dayton
Title: President
INTERNATIONAL BUSINESS MACHINES
CORPORATION,
by:/s/ JOHN E. HICKEY
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Name: John E. Hickey
Title: Vice President,
Assistant General
Counsel and
Secretary
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EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Numbered Page
(a)(11) Press Release, dated March 4,
1996
(a)(12) Press Release, dated March 4,
1996
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Exhibit (a)(11)
Contact: Rob Wilson
(914) 765-6565
[email protected]
IBM ANNOUNCES COMPLETION OF TIVOLI TENDER OFFER
ARMONK, N.Y., March 4, 1996 . . . IBM today announced
that it successfully completed its tender offer to acquire the
shares of Tivoli Systems Inc., at $47.50 per share. Over 90
percent of the approximately 15.4 million outstanding Tivoli
shares were tendered, and all such shares were accepted for
payment by IBM following completion of the tender offer on March
1.
Any Tivoli shares not purchased in the tender offer
will be acquired by IBM when the merger is completed, which is
expected to be today.
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Exhibit (a)(12)
Contact: Rob Wilson
(914) 765-6565
[email protected]
IBM ANNOUNCES COMPLETION OF TIVOLI MERGER
ARMONK, N.Y., March 4, 1996 . . . IBM today announced
the completion of a merger between IBM and Tivoli Systems Inc.,
thus concluding IBM's acquisition of Tivoli.
All outstanding shares of Tivoli not previously
purchased in IBM's tender offer were converted in the merger into
the right to receive the same $47.50 per share cash price paid in
the tender offer.
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