Electronically Transmitted to the Securities and Exchange
Commission on May 29, 1997
Registration No. 333-27669
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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International Business Machines Corporation
(Exact name of registrant 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)
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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)
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
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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. [ ]
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CALCULATION OF REGISTRATION FEE
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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
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Capital Stock 519,116 shares $168.62 $ 87,533,339.92 $26,525.25
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(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.
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PROSPECTUS
INTERNATIONAL BUSINESS MACHINES CORPORATION
CAPITAL STOCK
The shareholders of International Business Machines Corporation listed
below are offering and selling 519,116 shares of IBM capital stock under this
prospectus. IBM's capital stock is the same as common stock.
Fifteen of the selling shareholders obtained their shares of IBM stock on
April 11, 1997, by virtue of a merger of Net Acquisition Corp., a wholly-owned
subsidiary of IBM, with and into NetObjects, Inc. Other selling shareholders
received or may receive their shares through distributions for no value from
some of the fifteen selling shareholders or from Perseus U.S. Investors, L.L.C.
Some or all of the selling shareholders expect to sell their shares.
The selling shareholders may offer their IBM stock through public or
private transactions, on or off the United States exchanges, at prevailing
market prices, or at privately negotiated prices.
IBM stock is listed on the New York Stock Exchange, the Chicago Stock
Exchange and the Pacific Stock Exchange and trades on all U.S. exchanges with
the ticker symbol: "IBM." On April 11, 1997, the closing price of one share of
IBM capital stock on the New York Stock Exchange was $133.375.
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The IBM shares offered or sold under this prospectus have not been approved by
the SEC or any state securities commission, nor have these organizations
determined that this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.
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The date of this prospectus is May 22, 1997.
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(1) The numbers in this prospectus reflect the number of shares before IBM's
2-for-1 stock split, which had a record date of May 9, 1997. IBM expects to
distribute additional shares resulting from the stock split on May 27, 1997.
<PAGE>
THE COMPANY
At IBM, our goal is to lead in the creation, development and manufacture
of the industry's most advanced information technologies, including computer
systems, software, networking systems, storage devices and microelectronics. We
translate these advanced technologies into value for our customers through our
professional solutions and services businesses in North America, Europe/Middle
East/Africa, Asia Pacific and Latin America.
Our principal executive offices are located at Armonk, New York, 10504,
and our telephone number is (914) 765-1900.
USE OF PROCEEDS
All net proceeds from the sale of the IBM shares will go to the
shareholders who offer and sell their shares. Accordingly, IBM will not receive
any proceeds from sales of the IBM shares.
SELLING SHAREHOLDERS
Under an Escrow Agreement dated as of April 11, 1997 among IBM and certain
selling shareholders, The Chase Manhattan Bank, as escrow agent, received 10% of
the IBM shares issued to those selling shareholders (or 50,749 IBM shares). IBM
may use the escrowed shares to satisfy our indemnification claims if there is a
breach of certain representations and warranties made in the Agreement and Plan
of Merger.
Under a Registration Rights Agreement dated as of April 11, 1997 among IBM
and certain selling shareholders, we agreed to register the IBM shares issued to
the selling shareholders and to use our best efforts to keep the registration
statement effective for 12 months, or until all of the registered IBM shares are
sold under the registration statement, whichever comes first. Our registration
of the IBM shares does not necessarily mean that the selling shareholders will
sell all or any of the shares.
The following list of selling shareholders includes fifteen of the
shareholders that received shares through the NetObjects merger, along with
other shareholders who received or may receive IBM shares for no value in
distributions (1) from some of the original fifteen shareholders, (2) from
Perseus U.S. Investors, L.L.C., or (3) as otherwise described below. In
addition, one or more of the selling shareholders may donate or transfer as
gifts some or all of their IBM shares, or may transfer their shares for no value
to their shareholders, partners or other beneficial owners. We will include
these donees or transferees among the selling shareholders in a prospectus
supplement which we expect to file in December, 1997.
The shares listed below represent all of the shares that each selling
shareholder currently owns, or which each selling shareholder
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may own, either upon the release of the shares from escrow or upon the
distribution of the shares for no value from the original fifteen shareholders:
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Shares Shares
Beneficially Shares Beneficially
Owned Prior to Being Owned After
Selling Shareholder Offering(1) Offered Offering
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AT&T Venture Fund II, L.P. 11,969(2) 11,969 0
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Venture Fund I, L.P 11,969(3) 11,969 0
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AT&T Corp. 0 19,551(4) 0
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Lucent Technologies Ventures Inc. 0 4,147(5) 0
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Venture Management I 0 120(6) 0
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Venture Management LLC 0 120(7) 0
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Comdisco, Inc. 1,586 1,586 0
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(1) Assumes that all of the shares held by the selling shareholders and being
offered under this prospectus are sold, and that the selling shareholders
acquire no additional shares of common stock before the completion of this
offering. Each selling shareholder owns less than 1% of the total number of
shares of common stock outstanding.
(2) Includes 1,197 shares for AT&T Venture Fund II, L.P. being held in escrow
under an Escrow Agreement dated as of April 11, 1997, which may be used to
indemnify IBM against certain claims relating to the merger.
(3) Includes 1,197 shares for Venture Fund I, L.P. being held in escrow under
an Escrow Agreement dated as of April 11, 1997, which may be used to indemnify
IBM against certain claims relating to the merger.
(4) AT&T Corp. may become the beneficial owner of these shares upon the
distribution of 11,849 shares from AT&T Venture Fund II, L.P. and 7,702 shares
from Venture Fund I, L.P., which may or may not happen; the total number of
shares that AT&T Venture Fund II, L.P. and Venture Fund I may distribute to AT&T
Corp., Lucent Technologies Ventures Inc., Venture Management I and Venture
Management LLC will not exceed the 23,938 shares that AT&T Venture Fund II, L.P.
and Venture Fund I beneficially own, collectively, as of the date of this
prospectus.
(5) Lucent Technologies Ventures Inc. may become the beneficial owner of these
shares upon their distribution from Venture Fund I, L.P., which may or may not
happen.
(6) Venture Management I may become the beneficial owner of these shares upon
their distribution from Venture Fund I, L.P., which may or may not happen.
(7) Venture Management LLC may become the beneficial owner of these shares
upon their distribution from AT&T Venture Fund II, L.P., which may or may not
happen.
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Ford Cicoletti & Company 206 206 0
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Terence Garnett 12,046(9) 12,046 0
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Howard L. Karr or Louise C. Karr 652 446 206
Trustee(s) of the Karr Family, 1982
Trust Dated 12-1-82, as amended
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Alfred J. Mandel DBA Big Idea Group 109 109 0
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The Chase Manhattan Bank 0 38,625(10) 0
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Rappahannock Investment Company 24,101 24,101(10)(11) 0
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VBM Equities L.L.C 87,654 87,654(11) 0
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International Capital Group 10,664 10,664(11) 0
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Incus Value Corp. 10,664 10,664(11) 0
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Danason Ltd. 21,319 21,319(11) 0
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Belvedere Investments Limited 21,319 21,319(11) 0
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Spirea Overseas Limited 4,264 4,264(11) 0
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FX Holdings Limited 2,125 2,125(11) 0
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The Honorable Clive Gibson 2,873 2,873(11) 0
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Private Trust Corporation 2,873 2,873(11) 0
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John A. Schneider 1,065 1,065(11) 0
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Donald Keough 1,065 1,065(11) 0
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The Donald and Marilyn Keough
Foundation 1,065 1,065(11) 0
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Gregory P. Shlopak 2,128 2,128(10)(11) 0
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(9) Includes 1,205 shares for Mr. Garnett being held in escrow under an Escrow
Agreement dated as of April 11, 1997, which may be used to indemnify IBM against
certain claims relating to the merger.
(10) The number of shares listed for The Chase Manhattan Bank includes 19,310,
14,682, 1,915, 1,483, 247 and 988 shares beneficially owned by Rappahannock
Investment Company, John Sculley, Gregory P. Shlopak, Rodd Macklin and Kenneth
Campbell, respectively. The Chase Manhattan Bank may acquire these shares upon
the exercise of a put right granted or to be granted by it to these beneficial
owners or the exercise of a call right granted or to be granted by such owners
to The Chase Manhattan Bank, or pursuant to the exercise of its rights as a
secured lender to such owners.
(11) Perseus U.S. Investors, L.L.C. distributed these shares to each of the
listed holders. Ten percent of the shares listed (17,129 shares in the aggregate
for all such holders) is being held in escrow under an Escrow Agreement dated as
of April 11, 1997, which may be used to indemnify IBM against certain claims
relating to the merger. Perseus U.S. Investors, L.L.C. may sell certain of these
shares on behalf of the listed holders, in its capacity as nominee or agent for
the beneficial owner of such shares.
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Mrs. Terry Allen Kramer 1,064 1,064(11) 0
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Terry Allen Kramer Trust 1,064 1,064(11) 0
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Kenneth M. Socha 1,648 1,648(10)(11) 0
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Kenneth Campbell 1,098 1,098(10)(11) 0
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Lauren Fox 823 823(11) 0
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Rodd Macklin 274 274(10)(11) 0
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Positioning Strategies 720 720 0
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Rae Technology LLC 53,118(12) 53,118 0
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Samir Arora 0 26,618(13) 0
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David Kleinberg 0 14,509(13) 0
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Gagan Arora 0 608(13) 0
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Godfrey R. Sullivan 0 850(13) 0
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Taradalsky Family Trust 245 1,590(13) 245
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Frederick W. Scherrer 200 833(13) 200
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Rachel McNamara 0 92(13) 0
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Priti Khare 0 74(13) 0
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David Gross 100 148(13) 100
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Timothy Huber 0 148(13) 0
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Alan Kalin 0 812(13) 0
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Laura Majerus 0 136(13) 0
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Joe Sorenson 20 59(13) 20
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Michael Kalkstein 0 148(13) 0
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Chris Graham 0 148(13) 0
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Martin Frid-Nielsen 0 37(13) 0
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Kenneth R. Wigginton 0 9(13) 0
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(12) Includes 5,312 shares for Rae Technology LLC being held in escrow under an
Escrow Agreement dated as of April 11, 1997, which may be used to indemnify IBM
against certain claims relating to the merger.
(13) Each of these individuals or entities will become the beneficial owner of
these shares upon the distribution of the shares from Rae Technology LLC to
them, which may or may not happen. The total number of shares that Rae
Technology LLC may distribute to these individuals and entities will not exceed
the 53,118 shares that it beneficially owns as of the date of this prospectus.
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Barbara Wigginton 0 9(13) 0
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Lars Frid-Nielsen 0 37(13) 0
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Jeetendra Kaul 0 185(13) 0
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John Sculley 16,313(10)(14) 16,313 0
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Studio Archetype 5,312(15) 5,312 0
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Venrock Associates 66,784(16) 66,784 0
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Venrock Associates II, L.P. 47,772(17) 47,772 0
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Greater Bay Bancorp 8,556 8,556 0
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Norwest Equity Partners V 118,098(18) 118,098 0
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If necessary we will include other required information about any of the selling
shareholders in a prospectus supplement.
------------------------
PLAN OF DISTRIBUTION
The selling shareholders may offer their IBM shares at various times in
one or more of the following transactions:
o on any of the United States securities exchanges where our capital
stock is listed, including the New York Stock Exchange, the Chicago
Stock Exchange and the Pacific Stock Exchange;
o in the over-the-counter market;
o in transactions other than on such exchanges or in the
over-the-counter market;
o in connection with short sales of the IBM shares;
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(14) Includes 8,503 shares acquired by Mr. Sculley through the merger and 7,810
shares acquired by Perseus U.S. Investors, L.L.C. through the merger and then
distributed to Mr. Sculley; 1,631 of the shares beneficially owned by Mr.
Sculley are being held in escrow under an Escrow Agreement dated as of April 11,
1997, which may be used to indemnify IBM against certain claims relating to the
merger. Perseus U.S. Investors, L.L.C. may sell certain of these shares on
behalf of Mr. Sculley, in its capacity as Mr. Sculley's nominee or agent.
(15) Includes 531 shares for Studio Archetype being held in escrow under an
Escrow Agreement dated as of April 11, 1997, which may be used to indemnify IBM
against certain claims relating to the merger.
(16) Includes 6,678 shares for Venrock Associates being held in escrow under an
Escrow Agreement dated as of April 11, 1997, which may be used to indemnify IBM
against certain claims relating to the merger.
(17) Includes 4,777 shares for Venrock Associates II, L.P. being held in escrow
under an Escrow Agreement dated as of April 11, 1997, which may be used to
indemnify IBM against certain claims relating to the merger.
(18) Includes 11,810 shares for Norwest Equity Partners V being held in escrow
under an Escrow Agreement dated as of April 11, 1997, which may be used to
indemnify IBM against certain claims relating to the merger.
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o by pledge to secure debts and other obligations;
o in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options; or
o in a combination of any of the above transactions.
The selling shareholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling shareholders may use broker-dealers to sell their shares. If
this happens, broker-dealers will either receive discounts or commissions from
the selling shareholders, or they will receive commissions from purchasers of
shares for whom they acted as agents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1996;
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; and
3. Current Reports on Form 8-K dated January 23, 1997, January 28, 1997 and
May 8, 1997.
You may request a copy of these filings, at no cost, by writing or
telephoning our transfer agent at the following address:
First Chicago Trust Company of New York
Mail Suite 4688, P.O. Box 2530
Jersey City, New Jersey 07303-2530
(201) 324-0405
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This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of the document.
--------------------
DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, our Certificate of Incorporation
authorizes us to issue 1,875,000,000 shares of capital stock and 150,000,000
shares of preferred stock, including 12,000,000 shares of Series A 7-1/2%
preferred stock. The Board of Directors may issue shares of the preferred stock
at any time, in one or more series, without stockholder approval. The Board of
Directors determines the designation, relative rights, preferences and
limitations of each series of preferred stock. As of March 31, 1997, 497,122,754
shares of our capital stock and 2,607,160 shares of our Series A preferred stock
were outstanding. Each share of the Series A preferred stock has a liquidation
preference of $100 per share.
Subject to the rights of our preferred shareholders, our capital
shareholders have the right to receive any dividends that the Board of Directors
declares in the form of cash, securities or property.
Capital shareholders have the right to one vote per share on all matters
which require their vote. This could change any time that we amend our By-laws.
Our preferred shareholders are entitled to any voting rights that our
Board of Directors has determined or may determine in the future, but the
following conditions apply:
o when voting as a class with our capital shareholders, they have the
right to only (1) one vote per $100 liquidation value or (2) one
vote per share, whichever is less;
o they are only entitled to vote separately as a class: (1) when any
proposed amendment or alteration of the provisions of our
Certificate of Incorporation would adversely affect the powers,
preferences or special rights of the applicable series of preferred
stock; or (2) for the election of two directors if IBM defaults in
paying six dividends on the preferred stock; and
o Our Series A preferred shareholders cannot vote unless there is a
proposed amendment or alteration of the provisions of our
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Certificate of Incorporation which would adversely affect the
powers, preferences or special rights of the Series A preferred
stock, or for the election of two directors if IBM defaults in
paying six dividends on the Series A preferred stock.
In the event that we liquidate, dissolve or wind up our business, either
voluntarily or involuntarily, we will pay our preferred shareholders first.
Subsequently, we will distribute all of the remaining available assets to our
capital shareholders, in proportion to the number of shares that each capital
shareholder holds. Shares of our capital stock are not redeemable and do not
have subscription, conversion or preemptive rights.
LEGAL OPINIONS
For the purpose of this offering, David S. Hershberg, Esq., IBM's Vice
President and Assistant General Counsel, is giving his opinion on the validity
of the shares. Mr. Hershberg, individually and together with members of his
family owns, has options to purchase and has other interests in, shares of IBM's
capital stock.
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, 1996 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.
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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................................................... $ 26,525.25
Legal Fees and Expenses............................................ 5,000.00
Miscellaneous Expenses............................................. 5,000.00
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Total Expenses................................................... $ 36,525.25
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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."
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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
who is 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.
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Item 16. Exhibits
(4) - Restated Certificate of Incorporation of the
Company*
(5) - Opinion of David S. Hershberg, Esq. **
(23)(a) - Consent of Independent Accountants. **
(23)(b) - Consent of David S. Hershberg, 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. **
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* 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.
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(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.
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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 Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 29th day of May, 1997.
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 Amendment
to the 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 29, 1997
- ------------------------ and Chief Executive
Louis V. Gerstner Jr. Officer (Principal
Executive Officer)
* Senior Vice President May 29, 1997
- ------------------------- Chief Financial Officer
G. Richard Thoman (Principal Financial
Officer)
* Vice President and May 29, 1997
- ------------------------ Controller (Principal
John R. Joyce Accounting Officer)
* Director May 29, 1997
------------------------
Cathleen Black
II-5
<PAGE>
* Director May 29, 1997
------------------------
Harold Brown
* Director May 29, 1997
------------------------
Juergen Dormann
* Director May 29, 1997
------------------------
Nannerl O. Keohane
* Director May 29, 1997
------------------------
Charles F. Knight
* Director May 29, 1997
- --------------------------
Lucio A. Noto
* Director May 29, 1997
------------------------
John B. Slaughter
* Director May 29, 1997
------------------------
Alex Trotman
* Director May 29, 1997
- --------------------------
Lodewijk C. van Wachem
* Director May 29, 1997
- --------------------------
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 David S.
Hershberg, Esq. **
(23)(a) - Consent of Independent
Accountants. **
(23)(b) - Consent of David S.
Hershberg, Esq. (included in
Exhibit 5).
(24)(a) - Powers of Attorney. **
(24)(b) - Certified copy of
minutes 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
EXHIBIT (23)(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 1 to the Registration Statement on Form
S-3 of our report dated January 20, 1997, which appears on page 43 of the 1996
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, 1996.
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 29, 1997
