SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PRODIGY COMMUNICATIONS CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
74283P 10 7
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(CUSIP Number)
February 17, 1999
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed.
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 purpose 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).
(Continued on following page(s))
Page 1 of 6 Pages
<PAGE>
CUSIP No. 74283P 10 7 13G Page 2 of 6 Pages
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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above
Persons (entities only)
INTERNATIONAL BUSINESS MACHINES CORPORATION
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
New York
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Number of Shares Beneficially Owned by Each Reporting Person With
(5) Sole Voting Power
4,536,778(1)
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(6) Shared Voting Power
-0-
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(7) Sole Dispositive Power
4,536,778(1)
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(8) Shared Dispositive Power
-0-
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,536,778(1)
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
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(11) Percent of Class Represented by Amount in Row (9)
7.2%(2)
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(12) Type of Reporting Person (See Instructions)
CO
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(1) Includes 2,409,145 shares issuable upon exercise of warrants, which are
subject to a voting agreement with the Issuer.
(2) Based on 62,899,522 shares outstanding, which includes 60,490,377 shares
outstanding upon consummation of the Issuer's initial public offering (including
the exercise of the underwriters' overallotment option) and 2,409,145 shares
issuable to International Business Machines Corporation upon exercise of
warrants.
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CUSIP No. 74283P 10 7 13G Page 3 of 6 Pages
Item 1(a). Name Of Issuer:
Prodigy Communications Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
44 South Broadway
White Plains, New York 10601
Item 2(a). Name of Person Filing:
International Business Machines Corporation
Item 2(b). Address of Principal Business Office or, if none, Residence:
New Orchard Road
Armonk, New York 10504
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value, of Prodigy Communications Corporation
Item 2(e). CUSIP Number:
74283P 10 7
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CUSIP No. 74283P 10 7 13G Page 4 of 6 Pages
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c), check whether filing person is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership
(a) Amount Beneficially Owned:
4,536,778(3)
(b) Percent of Class:
7.2%(4)
(c) Number of shares as to which the person has:
(i) sole power to vote or direct the vote: 4,536,778(3)
(ii) shared power to vote or direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
4,536,778(3)
- ----------
(3) Includes 2,409,145 shares issuable upon exercise of warrants, which are
subject to a voting agreement with the Issuer.
(4) Based on 62,899,522 shares outstanding, which includes 60,490,377 shares
outstanding upon consummation of the Issuer's initial public offering (including
the exercise of the underwriters' overallotment option) and 2,409,145 shares
issuable to International Business Machines Corporation upon exercise of
warrants.
<PAGE>
CUSIP No. 74283P 10 7 13G Page 5 of 6 Pages
(iv) shared power to dispose or to direct the disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
If this Schedule is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent on the class of securities, check the following box. [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, International Business Machines Corporation certifies
that, to the best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
<PAGE>
CUSIP No. 74283P 10 7 13G Page 6 of 6 Pages
Signature
After reasonable inquiry and to the best of its knowledge and belief,
International Business Machines Corporation certifies that the information set
forth in this statement is true, complete and correct.
Date: February 24, 1999
INTERNATIONAL BUSINESS MACHINES CORPORATION
By: /s/ Andrew Bonzani
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Name: Andrew Bonzani
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Title: Assistant Secretary
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