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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. 1)
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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, 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. 1. Capitalized terms not defined herein have the
meanings assigned thereto in the Statement.
Item 10. Additional Information.
On February 20, 1996, IBM issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated herein
by reference.
Item 11. Material to be filed as Exhibits.
(a)(10) Press Release, dated February 20, 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: February 21, 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)(10) Press Release, dated February 20,
1996
Exhibit (a)(10)
IMMEDIATE
Contact: Rob Wilson
(914) 765-6565
IBM ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD INVOLVING TIVOLI MERGER
ARMONK, N.Y., February 20, 1996 . . . IBM today announced
that the Hart-Scott-Rodino waiting period relating to IBM's proposed
merger with Tivoli Systems Inc. has expired. IBM's tender offer for
Tivoli currently is scheduled to expire on March 1, 1996.
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022096
