<PAGE>
Registration No. 33-
===================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
--------------------------
International Business Machines Corporation
-------------------------------------------
(Exact name of registrant as specified in its charter)
State of New York 13-0871985
- ----------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Armonk, New York 10504
- --------------------- -----------------
(Address of Principal Executive (Zip Code)
Offices)
IBM Extended Tax Deferred Savings Plan
--------------------------------------
(Full title of the plan)
John E. Hickey, Secretary
International Business Machines Corporation
Armonk, New York 10504
(914) 765-1900
-----------------------------
(Name, address and telephone number
of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------
Proposed Proposed Amount
Title of maximum maximum of
securities Amount offering aggregate registration
to be to be price per offering fee
registered(1) registered obligation: price (2):
----------- ----------- ---------- --------- ------------
IBM ETDSP
Obligations $300,000,000 100% $300,000,000 $90,909.09
(1)The IBM ETDSP Obligations are unsecured obligations of International
Business Machines Corporation to pay deferred compensation in the future in
accordance with the terms of the IBM Extended Tax Deferred Savings Plan.
(2) Estimated solely for the purpose of determining the registration
fee.
======================================================================
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Act"). These documents and the documents incorporated by reference
into this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Act.
Capitalized terms used but not defined herein shall have the same
meanings ascribed to them in the IBM Extended Tax Deferred Savings
Plan (the "Plan").
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report of International Business Machines Corporation
("IBM") on Form 10-K for the fiscal year ended December 31, 1995 is
incorporated herein by reference. All other reports filed since
December 31, 1995 by IBM pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") are also
incorporated by reference. All documents filed by IBM pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Plan was approved by the Board of Directors of IBM to be effective on and
after January 1, 1995. $100,000,000 of IBM ETDSP Obligations were initially
registered under Registration Statement No. 33-60237, which was filed with the
Commission on June 15, 1995. $300,000,000 of additional Obligations are being
registered herein pursuant to the instant Registration Statement, which
Obligations are to be offered to certain eligible employees of IBM pursuant to
the Plan.
The IBM ETDSP Obligations (the "Obligations") are general unsecured
obligations of IBM to pay deferred compensation in the future in
<PAGE>
accordance with the terms of the Plan from the general assets of IBM, and rank
pari passu with other unsecured and unsubordinated
indebtedness of IBM from time to time outstanding.
The amount of compensation deferred by each Participant is determined in
accordance with each Participant's Deferral Election Agreement under the Plan.
Obligations in an amount equal to each Participant's Deferral Account
(consisting of deferred amounts, IBM Matching Contributions and any appreciation
or depreciation in value thereon) will be payable upon the Participant's
termination or retirement if the balance of the Participant's Accounts is less
than $25,000, or during the January following the calendar year of termination
or retirement if the balance of the Participant's Accounts is $25,000 or more.
Based on the Participant's election, balances in excess of $25,000 at retirement
may be paid in installments over a period of up to 10 years.
Under the Plan, Obligations may be indexed, at the election of the
Participant, to one or more of five investment funds offered to
participants in the International Business Machines Tax Deferred
Savings Plan (the "TDSP"). Each Participant's Obligations (i.e.
Deferral Account) will be adjusted to reflect the investment
experience of the underlying TDSP investment fund(s), including any
appreciation or depreciation.
A Participant's Obligations cannot be alienated, sold, transferred, assigned,
pledged, attached, garnished, impignorated, or otherwise encumbered, and pass
only to a survivor beneficiary designated under the TDSP or IBM's Group Life
Insurance Plan, or by written will or the laws of descent and distribution.
The Obligations are not subject to redemption, in whole or in part,
prior to the termination, retirement or death of the Participant.
However, IBM reserves the right to amend or terminate the Plan at any time,
except that no such amendment or termination shall adversely affect a
Participant's right to Obligations in the amount of the Participant's Accounts
as of the date of such amendment or termination.
The Obligations are not convertible into another security of IBM. The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of IBM. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon a default.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
David S. Hershberg, Vice President and Assistant General Counsel of IBM,
who has passed upon the legality of the IBM ETDSP Obligations offered
hereby, is eligible for participation in the Plan.
Item 6. Indemnification of Directors and Officers.
The By-Laws of IBM (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."
The Certificate of Incorporation of IBM (Article ELEVEN) provides the
following:
"Pursuant to Section 402(b) of 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 to 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."
<PAGE>
With certain limitations, Sections 721 through 726 of the New York
Business Corporation Law permit a corporation to indemnify a director or officer
made a party to an action (i) by a corporation or 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, IBM maintains directors' and officers' liability
insurance policies.
Item 8. Exhibits.
Exhibit Number Reference
- -------------- ---------
(4) Instruments defining the rights of security
holders, including indentures
IBM Extended Tax Deferred Savings Plan
(Filed as Exhibit 10 to Form 10-Q of IBM
dated March 31, 1996)
(5) Opinion re: legality
The opinion, dated March 14, 1997, of David S. Hershberg,
duly admitted to practice in the State of New York and
Vice President and Assistant General Counsel of IBM, as
to the legality of the securities
being registered herein ..................... Exhibit 5
(15) Letter re: unaudited interim financial
information...................................................None
(23) Consents of experts and counsel
(a) the consent of Price Waterhouse LLP....... Exhibit 23(a)
(b) the consent of David S. Hershberg (included in Exhibit 5)
(24) Powers of attorney ......................... Exhibit 24
(28) Information from reports furnished to state insurance
regulatory authorities................................. None
(99) Additional Exhibits.................................... None
<PAGE>
Item 9. Undertakings.
(a) 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 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 of 1933, 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; and
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act and each filing of the Plan's annual report pursuant to 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, 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 of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer 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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the town of North Castle, State of New York, on the 14 day of
March 1997.
INTERNATIONAL BUSINESS MACHINES CORPORATION
By
/s/ JOHN E. HICKEY
-----------------------------
(John E. Hickey, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- ---------------------------------------------------------------
Louis V. Gerstner, Jr. Chairman of the Board )
of Directors and Chief )
Executive Officer )
(Principal Executive )
Officer) )
)
)
G. Richard Thoman Senior Vice President )
and Chief Financial )
Officer (Principal )
Financial Officer) ) _____________
) John E. HICKEY,
) Attorney-in-Fact
John R. Joyce Controller ) March 14, 1997
)
(Principal Accounting )
Officer) )
)
Cathleen Black Director )
Harold Brown Director )
Juergen Dormann Director )
Nannerl O. Keohane Director )
Charles F. Knight Director )
Lucio A. Noto Director )
John B. Slaughter Director )
Alex Trotman Director )
Charles M. Vest Director )
<PAGE>
The Plan. Pursuant the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of North Castle, State of New York, on
March 14, 1997.
IBM Extended Tax Deferred Savings Plan
--------------------------------------
(Plan)
By: /s/ E.R.K. Prohl
------------------
E.R.K. Prohl
Plan Administrator
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
- -----------
4 IBM Extended Tax Deferred Savings Plan
5 Opinion of David S. Hershberg, Vice President and
Assistant General Counsel
23(a) Consent of Independent Accountants
23(b) Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
<PAGE>
EXHIBIT 5
March 14, 1997
International Business Machines Corporation
Old Orchard Road
Armonk, NY 10504
Ladies and Gentlemen:
As Vice President and Assistant General Counsel of International Business
Machines Corporation (herein called the "Corporation") and an attorney duly
admitted to practice in the State of New York, I am familiar with the
proceedings by which it was organized, the proceedings by which its Certificate
of Incorporation has from time to time been amended, the proceedings by which
the IBM Extended Tax Deferred Savings Plan (herein called the "Plan") was
adopted by the Board of Directors and authorized to issue the IBM ETDSP
Obligations requiring this registration.
I have also reviewed such documents and records as I have deemed
necessary to enable me to express an informed opinion with respect to the
matters covered hereby.
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of New York; and,
2. The Plan has been duly and validly authorized and adopted, and the IBM ETDSP
Obligations being registered hereunder that may be issued to its participants,
when issued or sold in accordance with the Plan, will be valid and binding
obligations of the Corporation, enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency or other
laws of general applicability relating to or affecting enforcement of creditors'
rights or by general principles of equity.
I hereby consent to the use of my name in the Registration Statement as counsel
who has passed upon the legality of the IBM ETDSP Obligations that may be
offered under this registration, and to the use of this opinion as a part of the
Registration Statement as required by Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,
/s/David S. Hershberg
-----------------
David S. Hershberg
Vice President and
Assistant General
Counsel
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 19, 1996 appearing on page 35
of the 1995 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, 1995. Furthermore, we 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.
/s/PRICE WATERHOUSE LLP
------------------------
PRICE WATERHOUSE LLP
New York, N.Y.
March 14, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF LOUIS V. GERSTNER, JR.
KNOW ALL PERSONS BY THESE PRESENTS, that I, Louis V. Gerstner, Jr.,
Chairman of the Board of Directors and Chief Executive Officer of International
Business Machines Corporation, a New York corporation (the "Corporation"), which
is to file with the Securities and Exchange Commission (the "SEC"), Washington,
D.C., under the provisions of the Securities Act of 1933 one or more
Registration Statements on Form S-8, or other appropriate Form, for up to
$300,000,000 of additional obligations of the Corporation under the IBM Extended
Tax Deferred Savings Plan (the "Plan"), together with Plan interests, hereby
constitute and appoint Lawrence R. Ricciardi, G. Richard Thoman, Jeffrey D.
Serkes, John R. Joyce and John E. Hickey, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically, any and all of said Registration
Statements and any and all amendments to the aforementioned Registration
Statements and to file said Registration Statements and amendments thereto so
signed with all exhibits thereto, as well as to prepare, execute and file any
and all other documents in connection with such Plan with the SEC, all state
securities authorities under the Blue Sky and securities laws of the States of
the United States of America, and the New York Stock Exchange (and other stock
exchanges), hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ Louis V. Gerstner, Jr.
--------------------------
Chairman of the Board of
Directors and
Chief Executive Officer
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF G. RICHARD THOMAN
KNOW ALL PERSONS BY THESE PRESENTS, that I, G. Richard Thoman, Senior Vice
President and Chief Financial Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC"), Washington, D.C., under the
provisions of the Securities Act of 1933 one or more Registration Statements on
Form S-8, or other appropriate Form, for up to $300,000,000 of additional
obligations of the Corporation under the IBM Extended Tax Deferred Savings Plan
(the "Plan"), together with Plan interests, hereby constitute and appoint Louis
V. Gerstner, Jr., Lawrence R. Ricciardi, Jeffrey D. Serkes, John R. Joyce and
John E. Hickey, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others, for me and
in my name, place and stead, in any and all capacities, to sign, or cause to be
signed electronically, any and all of said Registration Statements and any and
all amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ G. Richard Thoman
---------------------
Senior Vice President and
Chief Financial Officer
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF JOHN R. JOYCE
KNOW ALL PERSONS BY THESE PRESENTS, that I, John R. Joyce, Vice President
and Controller of International Business Machines Corporation, a New York
corporation (the "Corporation"), which is to file with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8, or other
appropriate Form, for up to $300,000,000 of additional obligations of the
Corporation under the IBM Extended Tax Deferred Savings Plan (the "Plan"),
together with Plan interests, hereby constitute and appoint Louis V. Gerstner,
Jr., Lawrence R. Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/John R. Joyce
----------------
Vice President and
Controller
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ Cathleen Black
-------------------
Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ Harold Brown
----------------
Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/Juergen Dormann
------------------
Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/Nannerl O. Keohane
---------------------
Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ Charles F. Knight
---------------------
Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ Lucio A. Noto
-----------------
Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ John B. Slaughter
---------------------
Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ Alex J. Trotman
-------------------
Director
<PAGE>
Exhibit 24
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of
International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-8, or other appropriate Form,
for up to $300,000,000 of additional obligations of the Corporation under the
IBM Extended Tax Deferred Savings Plan (the "Plan"), together with Plan
interests, hereby constitute and appoint Louis V. Gerstner, Jr., Lawrence R.
Ricciardi, G. Richard Thoman, Jeffrey D. Serkes, John R. Joyce and John E.
Hickey, and each of them, my true and lawful attorneys-in-fact and agents, with
full power to act, together or each without the others, for me and in my name,
place and stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, as well as to prepare, execute and file any and all other documents in
connection with such Plan with the SEC, all state securities authorities under
the Blue Sky and securities laws of the States of the United States of America,
and the New York Stock Exchange (and other stock exchanges), hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as I
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them may lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 25th day of February 1997.
/s/ Charles M. Vest
-------------------
Director
