UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
UNISON SOFTWARE, INC.
-------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
------------------------------------------------------------------------
(Title of Class of Securities)
90919P105
--------------
(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)
DECEMBER 9, 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).
1
<PAGE>
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 of (a) [ ]
a Group
(b) [ ]
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: 11,974,626
8. Shared Voting Power: [ ]
9. Sole Dispositive Power: 11,974,626
10. Shared Dispositive Power: [ ]
11. Aggregate Amount Beneficially Owned by
Reporting Person: 11,974,626
12. Check Box if the Aggregate Amount in
Row (11) Excludes Certain Shares: [ ]
13. Percent of Class Represented by Amount
in Row (11): 100%
14. Type of Reporting Person: CO
2
<PAGE>
I. Items 5(c) of the Schedule 13D, "Interest in Securities of the
Issuer," is hereby amended by adding the following at the end thereof:
"Pursuant to the Merger Agreement among IBM, Sub and Unison, the
Effective Time of the Merger occurred on December 9, 1997. As a result, IBM
beneficially owns 100% of the shares of Unison Common Stock outstanding as
of the Effective Time.
3
<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: December 10, 1997
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By: /s/ LEE A. DAYTON
----------------------
Lee A. Dayton
Vice President, Corporate
Development and Real Estate
4
