SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-0871985
(State of Incorporation) (I.R.S. Employer
Identification No.)
Old Orchard Road, Armonk, New York 10504
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
7 1/8% Debentures due 2096 New York Stock Exchange, Inc.
If this Form related to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A.(c)(2), please check the following
box. [ ]
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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The undersigned registrant hereby amends Item 2.1 of its Registration
Statement on Form 8-A, dated December 5, 1996, due to the inadvertent
submission of an incomplete Form of Debenture.
Item 1. Description of Registrant's Securities to be Registered.
The description of the securities to be registered is
contained in the Prospectus Supplement dated December 3, 1996, and the
Prospectus dated December 3, 1996, copies of which were electronically
transmitted for filing with the Commission pursuant to Rule 424(b) on
December 4, 1996, each of which forms a part of the Registrant's
Registration Statement on Form S-3 (No. 33-65119), and is incorporated
herein by reference.
Item 2. Exhibits.
I. The following exhibits are filed with the Commission and
the New York Stock Exchange, Inc.:
2.1 - Form of the Registrant's 7 1/8% Debenture due 2096
2.2 - Indenture dated as of October 1, 1993, between the
Registrant and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4(a) to the Registration Statement on Form S-3
(No. 33-50537)), as supplemented by the First Supplemental Indenture
dated as of December 15, 1995 relating to the Debentures to be
registered hereunder (incorporated by reference to Exhibit 4(c) to the
Registration Statement on Form S-3 (No. 33-65119)).
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Registrant)
By: /s/ John E. Hickey
------------------
Name: John E. Hickey
Title: Secretary
Date: December 6, 1996.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
INTERNATIONAL BUSINESS MACHINES CORPORATION
7 1/8% Debenture due 2096
CUSIP 459200 AP6
No.: R 1 $
INTERNATIONAL BUSINESS MACHINES CORPORATION, a corporation duly
organized and existing under the laws of the State of New York (herein
called the "Company", which term includes any successor corporation
under the Indenture referred to on the reverse hereof), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of 200,000,000 Dollars, at the office or agency of
the Company in the Borough of Manhattan, The City and State of New
York, on December 1, 2096, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for
the payment of public and private debts, and to pay interest,
semi-annually on June 1 and December 1 of each year, on said principal
sum at said office or agency, in like coin or currency, at the rate of
7 1/8% per annum, from the June 1 and the December 1, as the case may
be, next preceding the date of this Debenture to which interest has
been paid, unless the date hereof is a date to which interest has been
paid, in which case from the date of this Debenture, or unless no
interest has been paid on the Debentures (as defined on the reverse
hereof), in which case from December 6, 1996, until payment of said
principal sum has been made or duly provided for. Notwithstanding the
foregoing, if the date hereof is after May 15 or November 15, as the
case may be, and before the following June 1 or December 1, this
Debenture shall bear interest from such June 1 or December 1;
provided, however, that if the Company shall default in the payment of
interest due on such June 1 or December 1, then this Debenture shall
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bear interest from the next preceding June 1 or December 1 to
which interest has been paid, or, if no interest has been paid on the
Debentures, from December 6, 1996. The interest so payable on any June
1 or December 1 will, subject to certain exceptions provided in the
Indenture referred to on the reverse hereof, be paid to the person in
whose name this Debenture is registered at the close of business on
such May 15 or November 15, as the case may be, next preceding such
June 1 or December 1, unless the Company shall default in the payment
of interest due on such interest payment date, in which case such
defaulted interest, at the option of the Company, may be paid to the
person in whose name this Debenture is registered at the close of
business on a special record date for the payment of such defaulted
interest established by notice to the registered holders of Debentures
not less than ten days preceding such special record date or may be
paid in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Debentures may be listed.
Payment of interest may, at the option of the Company, be made by
check mailed to the registered address of the person entitled thereto.
Reference is made to the further provisions of this Debenture set
forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication
<PAGE>
hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: INTERNATIONAL BUSINESS MACHINES
CORPORATION
[SEAL]
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION by
------------------------------
This is one of the
Securities of the Series
designated herein issued
under the within-
mentioned Indenture. by
------------------------------
THE CHASE MANHATTAN BANK, as Trustee
by
-----------------------------
Authorized Signatory
This Debenture is one of a duly authorized issue of unsecured
debentures, notes or other evidences of indebtedness of the Company
(hereinafter called the "Securities"), of the series hereinafter
specified, all issued or to be issued under an indenture dated as of
October 1, 1993 (hereinafter called the "Indenture"), duly executed
and delivered by the Company to The Chase Manhattan Bank, a New York
banking corporation, as trustee (hereinafter called the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the respective rights and duties
thereunder of the Trustee, the Company and the holders of the
Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts,
may mature at different times, may bear interest at different rates,
may have different conversion prices (if any), may be subject to
different redemption provisions, may be subject to different sinking,
purchase or analogous funds, may be subject to different covenants and
Events of Default and may otherwise vary as in the Indenture provided.
This Debenture is one of a series
<PAGE>
designated as the 7 1/8% Debentures due 2096 of the Company
(hereinafter called the "Debentures") issued under the Indenture,
limited in aggregate principal amount to $850,000,000.
In case an Event of Default with respect to the Debentures, as
defined in the Indenture, shall have occurred and be continuing, the
principal hereof together with interest accrued thereon, if any, may
be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority
in aggregate principal amount of the Securities at the time
outstanding of all series to be affected (acting as one class) to
execute supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of
the holders of the Securities of such series to be affected; provided,
however, that no such supplemental indenture shall, among other
things, (i) change the fixed maturity of the principal of, or any
installment of principal of or interest on, any Security; (ii) reduce
the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof; (iii) impair the right to
institute suit for the enforcement of any such payment on or after the
fixed maturity thereof (or, in the case of redemption, on or after the
redemption date); (iv) reduce the percentage in principal amount of
the outstanding Securities of any series, the consent of whose holders
is required for any such supplemental indenture, or the consent of
whose holders is required for any waiver (of compliance with certain
provisions of the Indenture or certain defaults thereunder and their
consequences) provided for in the Indenture; (v) change any obligation
of the Company, with respect to outstanding Securities of a series, to
maintain an office or agency in the places and for the purposes
specified in the Indenture for such series; or (vi) modify any of the
foregoing provisions or the provisions for the waiver of certain
covenants and defaults, except to increase any applicable percentage
of the aggregate principal amount of outstanding Securities the
consent of the holders of which is required or to provide with respect
to any particular series the right to condition the effectiveness of
any supplemental indenture as to that
<PAGE>
series on the consent of the holders of a specified percentage of the
aggregate principal amount of outstanding Securities of such series or
to provide that certain other provisions of the Indenture cannot be
modified or waived without the consent of the holder of each
outstanding Security affected thereby. It is also provided in the
Indenture that the holders of a majority in aggregate principal amount
of the Securities of a series at the time outstanding may on behalf of
the holders of all the Securities of such series waive any past
default under the Indenture with respect to such series and its
consequences, except a default in the payment of the principal of,
premium, if any, or interest, if any, on any Security of such series
or in respect of a covenant or provision which cannot be modified
without the consent of the Holder of each outstanding Security of the
series affected. Any such consent or waiver by the holder of this
Debenture shall be conclusive and binding upon such holder and upon
all future holders and owners of this Debenture and any Debentures
which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof is made upon this Debenture or
such other Debentures.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal
of, if any, and interest on this Debenture at the place, at the
respective times, at the rate and in the coin or currency herein
prescribed.
The Indenture permits the Company to Discharge its obligations
with respect to the Debentures on the 91st day following the
satisfaction of the conditions set forth in the Indenture, which
include the deposit with the Trustee of money or U.S. Government
Obligations or a combination thereof sufficient to pay and discharge
each installment of principal of (including premium, if any, on) and
interest, if any, on the outstanding Debentures.
If the Company shall, in accordance with Section 901 of the
Indenture, consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an
entirety to any Person, the successor shall succeed to, and be
substituted for, the Person named as the "Company" on the face of this
Debenture, all on the terms set forth in the Indenture.
<PAGE>
The Debentures are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. In the
manner and subject to the limitations provided in the Indenture, but
without the payment of any service charge, Debentures may be exchanged
for an equal aggregate principal amount of Debentures of other
authorized denominations at the office or agency of the Company
maintained for such purpose in the Borough of Manhattan, The City and
State of New York.
The Debentures may be redeemed as a whole or in part, at the
option of the Company at any time, upon mailing a notice of such
redemption not less than 30 nor more than 60 days prior to the date
fixed for redemption to the holders of the Debentures at their last
registered addresses, all as provided in the Indenture, at a
redemption price equal to the greater of (i) 100% of the principal
amount of the Debentures to be redeemed and (ii) the sum of the
present values of the Remaining Scheduled Payments thereon discounted
to the redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 15 basis
points, plus in either case accrued interest on the principal amount
being redeemed to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term
of such Debentures. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation
with the Company.
"Comparable Treasury Price" means with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such redemption
date, as set forth in the
<PAGE>
daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or
any successor release) is not published or does not contain such
prices on such business day, (A) the average of the Reference Treasury
Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (B)
if the Trustee obtains fewer than four such Reference Treasury Deal
Quotations, the average of all such Quotations. "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expected in each case as a percentage of its principal amount) quoted
in writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m. on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc,
Chase Securities Inc., CS First Boston Corporation, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated
and their respective successors; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to any
Debenture, the remaining scheduled payments of the principal thereof
to be redeemed and interest thereon that would be due after the
related redemption dated but for such redemption; provided, however,
that, if such redemption date is not an interest payment date with
respect to such Debenture, the amount of the next succeeding scheduled
interest payment thereon will be reduced by the amount of interest
accrued thereon to such redemption date.
Upon occurrence of a Tax Event, the Company shall have the right
to shorten the maturity of the Debentures to the extent required, in
the opinion of a nationally recognized independent tax counsel, such
that, after the shortening of the maturity, interest paid on the
Debentures will be deductible for Federal income tax purposes.
In the event that the Company elects to exercise its right to
shorten the maturity of the Debentures on the
<PAGE>
occurrence of a Tax Event, the Company will mail a notice of shortened
maturity to each holder of record of the Debentures by first-class
mail not more than 60 days after the occurrence of such Tax Event,
stating the new maturity date of the Debentures. Such notice shall be
effective immediately upon mailing.
"Tax Event" means that the Company shall have received an opinion
of a nationally recognized independent tax counsel to the effect that
on or after the date of the issuance of the Debentures, as a result of
(a) any amendment to, clarification of, or change (including any
announced prospective change) in laws, or any regulations thereunder,
of the United States, (b) any judicial decision, official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt
such procedures or regulations (an "Administrative Action"), or (c)
any amendment to, clarification of, or change in the official position
or the interpretation of such Administrative Action or judicial
decision that differs from the theretofore generally accepted
position, in each case, on or after, the date of the issuance of the
Debentures, such change in tax law creates a more than insubstantial
risk that interest paid by the Company on the Debentures is not, or
will not be, deductible, in whole or in part, by the Company for
purposes of United States Federal income tax.
Upon due presentation for registration of transfer of this
Debenture at the office or agency of the Company for such registration
in the Borough of Manhattan, The City and State of New York, a new
Debenture or Debentures of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in
exchange herefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental
charge imposed in connection therewith.
Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee and any agent of the Company or
the Trustee may deem and treat the registered holder hereof as the
absolute owner of this Debenture (whether or not this Debenture shall
be overdue) for the purpose of receiving payment of the principal of,
premium, if any, and interest on this Debenture, as herein provided,
and for all other purposes, and neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be affected by any
notice of the contrary. All payments made
<PAGE>
to or upon the order of such registered holder shall, to the extent of
the sum or sums paid, effectually satisfy and discharge liability for
moneys payable on this Debenture.
No recourse for the payment of the principal of, premium, if any,
or interest on this Debenture, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture or
any indenture supplemental thereto or in any Debenture, or because of
the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
Unless otherwise defined in this Debenture, all terms used in
this Debenture which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
