UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 3, 1997
--------------------------------
(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).
<PAGE>
CUSIP No. 90919P105
1. Name of Reporting Person: International
Business Machines
Corporation
S.S. or I.R.S. Identification 13-0871985ve
Person:
2. Check the appropriate Box if a Me(a)r[ ] 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: 156,500
8. Shared Voting Power: 3,723,601
9. Sole Dispositive Power: 156,500
10. Shared Dispositive Power: [ ]
11. Aggregate Amount Beneficially Owned
by Reporting Person: 3,880,101
12. Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares:[ ]
13. Percent of Class Represented by Amount
in Row (11): 32%
14. Type of Reporting Person: CO
<PAGE>
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 September 22, 1997 (the date that IBM filed the
Schedule 13D to which this amendment relates), IBM has acquired
156,500 shares of Unison Common Stock in the open market at a total
cost of $2,293,968.42. 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 September 22, 1997, IBM has acquired 156,500 shares of
Unison Common Stock through open market purchases (as set forth in
Shedule II annexed hereto). As a result, IBM beneficially owns an
aggregate of 3,880,101 shares of Unison Common Stock representing
approximately 32% of the shares of Unison Common Stock outstanding.
Except for the purchases set forth on Schedule II 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 were effected in the open market."
<PAGE>
(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 6, 1997
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By:
/s/ LEE A. DAYTON
Lee A. Dayton
Vice President, Corporate
Development and Real Estate
<PAGE>
SCHEDULE II
Shares of Unison Common Stock Purchased by
IBM since September 12, 1997
Date Number Price Payment Commission Total
of Shares Payment
09/25/97 25,000 $14.61 $365,235.00 $1,250.00 $366,485.00
09/26/97 33,000 $14.61 $482,110.20 $1,650.00 $483,760.20
09/29/97 10,200 $14.61 $149,015.88 $ 510.00 $149,525.88
09/30/97 11,900 $14.61 $173,851.86 $ 595.00 $174,446.86
10/01/97 11,400 $14.60 $166,390.63 $ 570.35 $166,960.98
10/02/97 65,000 $14.61 $949,539.50 $3,250.00 $952,789.50
Total 156,500 $14.61 $2,286,143.07 $2,293,968.42
