UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
UNISON SOFTWARE, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
90919P105
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(CUSIP Number)
Donald D. Westfall, Esq.
Associate General Counsel
International Business Machines Corporation
New Orchard Road
Armonk, NY 10504-1783
(914) 499-4478
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 20, 1997
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(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 [ ].
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 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 purposes 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).
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CUSIP No. 90919P105
1. Name of Reporting Person: International
Business Machines
Corporation
S.S. or I.R.S. Identification No. of Above 13-0871985
Person:
2. Check the appropriate Box if a Member (a) [ ]
of a Group (b) [X]
3. SEC Use Only
4. Source of Funds: 00
5. Check Box if Disclosure of Legal
Proceedings is Required Pursuant to
Item 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: New York
Number of Shares Beneficially Owned by
Reporting Person With:
7. Sole Voting Power: 329,084
8. Shared Voting Power: 3,723,601
9. Sole Dispositive Power: 329,084
10. Shared Dispositive Power: [ ]
11. Aggregate Amount Beneficially Owned
by Reporting Person: 4,052,685
12. Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount
in Row (11): 34%
14. Type of Reporting Person: CO
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I. Item 3 of the Schedule 13D, "Source and Amount of Funds or
Other Consideration," is hereby amended by adding the
following paragraph at the end thereto:
"Since October 6, 1997 (the date that IBM filed the first
amendment to the Schedule 13D to which this amendment relates), IBM
has acquired 172,584 shares of Unison Common Stock in the open market
at a total cost of $2,544,840.27. Such amount was funded out of IBM's
working capital, which may at any given time include margin loans made
by brokerage firms in the ordinary course of business."
II. Items 5(c) of the Schedule 13D, "Interest in Securities of the
Issuer," is hereby amended by adding the following at the end
thereof:
"Since October 6, 1997, IBM has acquired 172,584 shares of Unison
Common Stock through open market purchases (as set forth in Schedule
III annexed hereto). As a result, IBM beneficially owns an aggregate
of 4,052,685 shares of Unison Common Stock representing approximately
34% of the shares of Unison Common Stock outstanding.
Since September 22, 1997 (the date of the original filing of the
Schedule 13D to which this amendment relates), Cathleen P. Black, a
member of IBM's Board of Directors (and listed in Schedule I to Item 2
of the Schedule 13D to which this amendment relates), has acquired
1,449 shares of Unison Common Stock as a result of a general
distribution (as set forth on Schedule IV annexed hereto) of such
stock by Trident Capital Partners Fund-I, L.P. and Trident Capital
Partners Fund-I, C.V. Accordingly, Ms. Black may be deemed to have
acquired sole dispositive and voting power with respect to such shares
of Unison Common Stock.
Except for the purchases set forth on Schedules III and IV
annexed hereto, none of the persons identified in Item 2 has effected
any transactions with respect to Unison Common Stock during the past
60 days. All such purchases by IBM were effected in the open market.
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(Signature)
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: October 21, 1997
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By: /s/ LEE A. DAYTON
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Lee A. Dayton
Vice President, Corporate
Development and Real Estate
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SCHEDULE III
Shares of Unison Common Stock Purchased by
IBM since October 6, 1997
Date Number Price Payment Commission Total Payment
of Shares
10/14/97 21,384 $14.69 $314,184.42 $1,069.20 $315,253.62
10/15/97 5,600 $14.70 $82,337.36 $280.00 $82,617.36
10/16/97 11,300 $14.70 $166,145.03 $565.00 $166,710.03
10/17/97 25,000 $14.70 $367,577.50 $1,250.00 $368,827.50
10/20/97 109,300 $14.69 $1,605,966.76 $5,465.00 $1,611,431.76
Total 172,584 $14.70 $2,536,211.07 $8,629.20 $2,544,840.27
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SCHEDULE IV
Trident Capital Partners Fund-I, L.P.
Summary of Distribution
September 24, 1997
C. Black and T.
Harvey's Allocable
Share of the Shares Current Market Value Per Date of
Distributed by Share at Time of Total Shares Acquisition by
Trident Distribution Distributed Trident
285 $14,5625 157,795 11/29/93
812 $14,5625 450,000 1/13/95
352 $14,5625 195,000 7/20/95
Total 1,449 802,795
Limited Partner Name: Cathleen P. Black
Thomas E. Harvey *
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* Spouse of Cathleen P. Black
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