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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
MARCAM CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
56614010
(CUSIP Number)
Donald D. Westfall, Associate General Counsel
International Business Machines Corporation
Old Orchard Road, Armonk, NY 10504
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 22, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Schedule 13D
CUSIP No. 56614010 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTERNATIONAL BUSINESS MACHINES CORPORATION
13-0871985
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
NOT APPLICABLE
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 660,000 Shares
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 660,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
APPROXIMATELY 5.77%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
3 of 7
Amendment No. 2 to
Schedule 13D Filed By
International Business Machines Corporation
Regarding Marcam Corporation
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of Marcam Corporation (the Company"), a Massachusetts
corporation with its principal executive offices at 95 Wells Avenue, Newton, MA
02159. The Report on Schedule 13D filed by International Business Machines
Corporation ("IBM") dated February 26, 1993, (the "Original Report"), and
Amendment No. 1 thereto filed by IBM dated July 24, 1996, are hereby amended and
supplemented as set forth below. The Original Report is hereinafter referred to
as "Schedule 13D." All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in Schedule 13D.
<PAGE>
4 of 7
Amendment No. 2 to
Schedule 13D Filed By
International Business Machines Corporation
Regarding Marcam Corporation
Item 2. Identity and Background
International Business Machines Corporation ("IBM") is a New York
corporation with its principal office and business at Old Orchard Road, Armonk,
New York 10504. The operations of IBM are principally in the field of
information processing systems, software, communications systems and other
products and services.
The attached Attachment 1 is a list of the directors and executive officers
of IBM which contains the following information with respect to each such
person:
(a) name;
(b) business address;
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted; and
(d) citizenship.
During the last five years, neither IBM nor, to the best of IBM's
knowledge, any person named in Attachment 1 has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violations with respect to such laws.
<PAGE>
5 of 7
Amendment No. 2 to
Schedule 13D Filed By
International Business Machines Corporation
Regarding Marcam Corporation
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. IBM is filing this Amendment No. 2 to reflect certain sales
of shares in Marcam Corporation.
Item 4. Purpose of Transaction
Not applicable. IBM is filing this Amendment No. 2 to reflect certain sales
of shares in Marcam Corporation.
Item 5. Interest in Securities of the Company
The IBM Retirement Plan Trust Fund holds 600 shares of Common Stock of the
Company in a small company index fund managed by an investment manager employed
by IBM. IBM disclaims beneficial ownership of these securities.
Except for the foregoing, the only shares of the Company's Common Stock
that IBM beneficially owns are 660,000 shares of Common Stock which shares
represent approximately 5.77% of the outstanding Common Stock. IBM possesses the
sole power to vote or direct the vote and to dispose of or direct the
disposition of all shares of Common Stock beneficially owned by it (except as
noted in the preceding paragraph).
<PAGE>
6 of 7
Amendment No. 2 to
Schedule 13D Filed By
International Business Machines Corporation
Regarding Marcam Corporation
IBM, the Company, and others are party to a Stock Purchase Agreement dated
as of September 29, 1995, ("Stock Purchase Agreement") which was previously
filed as Attachment III to Amendment No. 1 to Schedule 13D filed by IBM dated
July 24, 1996, and which, among other things, obliges the Company to register
IBM's shares of all of its common stock in Marcam Corporation for sale by IBM.
The Company registered IBM's shares for resale pursuant to a registration
statement which first became effective on February 9, 1996, and IBM has
completed the following open market sales of its Marcam shares pursuant to said
registration statement, as amended, with in the past sixty (60) days:
Date Shares Sold Price/Share
---- ----------- -----------
- --------------------------------------------------------------------------------
10/29/96 10,000 12.25
- --------------------------------------------------------------------------------
10/31/96 5,000 12.38
- --------------------------------------------------------------------------------
11/22/96 750,000 11.25
- --------------------------------------------------------------------------------
<PAGE>
7 of 7
Amendment No. 2 to
Schedule 13D Filed By
International Business Machines Corporation
Regarding Marcam Corporation
Item 6. IBM, the Company, and others are party to the Stock Purchase Agreement
which was previously filed as Attachment III to Amendment No. 1 to Schedule 13D
filed by IBM dated July 24, 1996, and which, among other things, obliges the
Company to register IBM's shares of all of its common stock in Marcam
Corporation for sale by IBM.
Item 7. A copy of the Stock Purchase Agreement was previously filed as
Attachment III to Amendment No. 1 to Schedule 13D filed by IBM dated July 24,
1996.
After reasonable 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: December 2, 1996
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By: /s/ Donald D. Westfall
-----------------------
Donald D. Westfall
Associate General Counsel
<PAGE>
ATTACHMENT I
DIRECTORS AND EXECUTIVE OFFICERS OF
INTERNATIONAL BUSINESS MACHINES CORPORATION
1. Directors and Executive Officers of IBM. The name, business address, and
present principal occupation or employment of each of the directors and
executive officers of IBM are set forth below. All such directors and executive
officers listed below are citizens of the United States except Juergen Dormann
(Germany), Lodewijk C. van Wachem (Netherlands) and John M. Thompson (Canada).
Unless otherwise indicated, the principal business address of each director or
executive officer is International Business Machines Corporation, Old Orchard
Road, Armonk NY 10504.
Present Principal Occupation or
Name, Age and Business Address Employment
------------------------------ ----------
Louis V. Gerstner, Jr. (54) Chairman of the Board and Chief Executive
Officer of IBM.
Cathleen Black (52) Director of IBM since 1995. President,
959 Eighth Avenue Hearst Magazines, a division of The
New York, NY 10019 Hearst Corporation.
Harold Brown (68) Director of IBM from 1972 to 1977 and
Center for Strategic and since 1981. Counselor, Center for
International Studies Strategic and International Studies.
Suite 40, Washington, DC, and a general
1800 K Street, NW partner in Warburg, Pincus & Company.
Washington, DC 20006
Juergen Dormann (56) Director of IBM since January 1996.
Hoechst AG Chairman of the Management Board,
Building F821 Hoechst AG.
Frankfurt G65926
Germany
Nannerl O. Keohane (55) Director of IBM since 1986. President
Office of the President and professor of political science at
Duke University Duke University.
207 Allen Building
Box 90001
Durham, NC 27708-0001
<PAGE>
Charles F. Knight (60) Director of IBM since 1993. Chairman,
Emerson Electric Co. CEO and President, Emerson Electric Co.
8000 West Florissant Avenue
P.O. Box 4100
St. Louis, MO 63136-8506
Lucio A. Noto (58) Director of IBM since 1995. Chairman
Mobil Corporation and Chief Executive Officer of Mobil
3225 Gallows Road Corporation.
Fairfax, VA 22037
John B. Slaughter (62) Director of IBM since 1988. President of
Office of the President Occidental College.
Occidental College
1600 Campus Road
Los Angeles, CA 90041
Alex Trotman (62) Director of IBM since 1994. Chairman
Ford Motor Company and Chief Executive Officer of the Ford
American Road Motor Company.
Dearborn, Ml 48121-1899
Lodewijk C. van Wachem (64) Director of IBM since 1992. Chairman
Royal Dutch Petroleum Company of the supervisory board of Royal Dutch
P.O. Box 162 Petroleum Company.
2501 AN The Hague
Netherlands
Charles M. Vest (54) Director of IBM since 1994. President and
President's Office professor of mechanical engineering at
Massachusetts Institute Massachusetts Institute of Technology.
of Technology
Room 3-208
77 Massachusetts Avenue
Cambridge, MA 02139
J. Thomas Bouchard (55) Senior Vice President, Human Resources,
IBM.
Nicholas M. Donofrio (50) Senior Vice President and Group Executive,
IBM.
J. Bruce Harreld (45) Senior Vice President, Strategy, IBM.
Paul M. Horn (50) Senior Vice President, Research, IBM.
Ned C. Lautenbach (51) Senior Vice President and Group Executive,
Wordwide Sales and Services, IBM, and
Chairman, IBM World Trade Corporation.
<PAGE>
Lawrence R. Ricciardi (55) Senior Vice President and General Counsel,
IBM.
Robert M. Stephenson (58) Senior Vice President and Group Executive,
IBM.
G. Richard Thoman (52) Senior Vice President and Chief Financial
Officer, IBM.
John M. Thompson (53) Senior Vice Pres~dent and Group Executive,
IBM.
Patrick A. Toole (58) Senior Vice President and Group Executive,
IBM.
John R. Joyce (42) Vice President and Controller, IBM.
John E. Hickey (52) Vice President, Assistant General Counsel
and Secretary, IBM.
Jeffrey D. Serkes (37) Vice President and Treasurer, IBM.
