SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Exact name of registrant as specified in its charter)
13-0871985
New York (I.R.S. Employer
(State of Incorporation) Identification No.)
Old Orchard Road, Armonk, New York 10504
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
5.375% Notes due 2009 New York Stock Exchange, Inc.
If this form related to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [x]
If this form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A. (c)(2), please check the following box. [ ]
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the securities to be registered is contained
in the Prospectus Supplement dated January 27, 1999, and the Prospectus
dated December 10, 1997, copies of which were electronically transmitted
for filing with the Commission pursuant to Rule 424(b) on January 27, 1999,
each of which form a part of the Registrant's Registration Statement on
Form S-3 (No. 333-40669), and is incorporated herein by reference.
Item 2. Exhibits.
I. The following exhibits are filed with the Commission and the
New York Stock Exchange, Inc.:
2.1 - Form of the Registrant's 5.375% Note due 2009.
2.2 - Indenture dated as of October 1, 1993, between the
Registrant and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4(a) to the Registration Statement on Form S-3 (No.
33-50537)), as supplemented by the First Supplemental Indenture dated as of
December 15, 1995 relating to the Notes and the Debentures to be registered
hereunder (incorporated by reference to Exhibit 4(c) to the Registration
Statement on Form S-3 (No. 33-65119)).
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
INTERNATIONAL BUSINESS MACHINES CORPORATION
(Registrant)
By: /s/ Andrew Bonzani
----------------------------------------
Name: Andrew Bonzani
Title: Assistant Secretary
Date: January 29, 1999.
EXHIBIT 2.1
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
INTERNATIONAL BUSINESS MACHINES CORPORATION
5.375% Note due 2009
CUSIP 459200 AT8
No.: R- $
INTERNATIONAL BUSINESS MACHINES CORPORATION, a corporation
duly organized and existing under the laws of the State of New York
(herein called the "Company", which term includes any successor
corporation under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to , or
registered assigns, the principal sum of Dollars
($ ), at the office or agency of the Company in the
Borough of Manhattan, The City and State of New York, on February 1,
2009, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semi-annually on February 1 and
August 1 of each year, on said principal sum at said office or agency,
in like coin or currency, at the rate of 5.375% per annum, from the
February 1 or August 1, as the case may be, next preceding the date of
this Note to which interest has been paid, unless the date hereof is a
date to which interest has been paid, in which case from the date of
this Note, or unless no interest has been paid on the Notes (as defined
on the reverse hereof), in which case from February 1, 1999, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after January 15 or
July 15, as the case may be, and before the following February 1 or
August 1, this Note shall bear interest from such February 1 or August 1;
provided, however, that if the Company shall default in the payment of
interest due on such February 1 or August 1, then this Note shall bear
interest from the next preceding February 1 or August 1 to which interest
has been paid, or, if no interest has been paid on the Notes, from
February 1,
<PAGE>
1999. The interest so payable on any February 1 or August 1 will,
subject to certain exceptions provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Note is
registered at the close of business on such January 15 or July 15, as
the case may be, next preceding such February 1 or August 1, unless
the Company shall default in the payment of interest due on such
interest payment date, in which case such defaulted interest, at the
option of the Company, may be paid to the person in whose name this
Note is registered at the close of business on a special record date
for the payment of such defaulted interest established by notice to
the registered holders of Notes not less than ten days preceding such
special record date or may be paid in any other lawful manner not
inconsistent with the requirements of any securities exchange on which
the Notes may be listed. Payment of interest may, at the option of the
Company, be made by check mailed to the registered address of the
person entitled thereto.
Reference is made to the further provisions of this Note set
forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication
<PAGE>
hereon shall have been signed by the Trustee under the Indenture
referred to on the reverse hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: February 1, 1999 INTERNATIONAL BUSINESS MACHINES
CORPORATION
[SEAL]
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION by
------------------------------
This is one of the
Securities of the Series
designated herein issued
under the within-
mentioned Indenture. by
------------------------------
THE CHASE MANHATTAN BANK, as Trustee
by
------------------------------
Authorized Signatory
This Note is one of a duly authorized issue of unsecured
debentures, notes or other evidences of indebtedness of the Company
(hereinafter called the "Securities"), of the series hereinafter
specified, all issued or to be issued under an indenture dated as of
October 1, 1993 (hereinafter called the "Indenture"), duly executed
and delivered by the Company to The Chase Manhattan Bank, a New York
banking corporation, as trustee (hereinafter called the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the respective rights and duties
thereunder of the Trustee, the Company and the holders of the
Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts,
may mature at different times, may bear interest at different rates,
may have different conversion prices (if any), may be subject to
different redemption provisions, may be subject to different sinking,
purchase or analogous funds, may be subject to different covenants and
Events of Default and may otherwise vary as in the Indenture provided.
This Note is one of a series
<PAGE>
designated as the 5.375% Notes due 2009 of the Company (hereinafter
called the "Notes") issued under the Indenture.
In case an Event of Default with respect to the Notes, as defined
in the Indenture, shall have occurred and be continuing, the principal
hereof together with interest accrued thereon, if any, may be
declared, and upon such declaration shall become, due and payable, in
the manner, with the effect and subject to the conditions provided in
the Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority
in aggregate principal amount of the Securities at the time
outstanding of all series to be affected (acting as one class) to
execute supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of
the holders of the Securities of such series to be affected; provided,
however, that no such supplemental indenture shall, among other
things, (i) change the fixed maturity of the principal of, or any
installment of principal of or interest on, any Security; (ii) reduce
the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof; (iii) impair the right to
institute suit for the enforcement of any such payment on or after the
fixed maturity thereof (or, in the case of redemption, on or after the
redemption date); (iv) reduce the percentage in principal amount of
the outstanding Securities of any series, the consent of whose holders
is required for any such supplemental indenture, or the consent of
whose holders is required for any waiver (of compliance with certain
provisions of the Indenture or certain defaults thereunder and their
consequences) provided for in the Indenture; (v) change any obligation
of the Company, with respect to outstanding Securities of a series, to
maintain an office or agency in the places and for the purposes
specified in the Indenture for such series; or (vi) modify any of the
foregoing provisions or the provisions for the waiver of certain
covenants and defaults, except to increase any applicable percentage
of the aggregate principal amount of outstanding Securities the
consent of the holders of which is required or to provide with respect
to any particular series the right to condition the effectiveness of
any supplemental indenture as to that series on the consent of the
holders of a specified
<PAGE>
percentage of the aggregate principal amount of outstanding Securities
of such series or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the
holder of each outstanding Security affected thereby. It is also
provided in the Indenture that the holders of a majority in aggregate
principal amount of the Securities of a series at the time outstanding
may on behalf of the holders of all the Securities of such series
waive any past default under the Indenture with respect to such series
and its consequences, except a default in the payment of the principal
of, premium, if any, or interest, if any, on any Security of such
series or in respect of a covenant or provision which cannot be
modified without the consent of the Holder of each outstanding
Security of the series affected. Any such consent or waiver by the
holder of this Note shall be conclusive and binding upon such holder
and upon all future holders and owners of this Note and any Notes
which may be issued in exchange or substitution herefor, irrespective
of whether or not any notation thereof is made upon this Note or such
other Notes.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of,
if any, and interest on this Note at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.
The Indenture permits the Company to Discharge its obligations
with respect to the Notes on the 91st day following the satisfaction
of the conditions set forth in the Indenture, which include the
deposit with the Trustee of money or U.S. Government Obligations or a
combination thereof sufficient to pay and discharge each installment
of principal of (including premium, if any, on) and interest, if any,
on the outstanding Notes.
If the Company shall, in accordance with Section 901 of the
Indenture, consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an
entirety to any Person, the successor shall succeed to, and be
substituted for, the Person named as the "Company" on the face of this
Note, all on the terms set forth in the Indenture.
<PAGE>
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. In the
manner and subject to the limitations provided in the Indenture, but
without the payment of any service charge, Notes may be exchanged for
an equal aggregate principal amount of Notes other authorized
denominations at the office or agency of the Company maintained for
such purpose in the Borough of Manhattan, The City and State of New
York.
The Notes may be redeemed as a whole or in part, at the option of
the Company at any time, upon mailing a notice of such redemption not
less than 30 nor more than 60 days prior to the date fixed for
redemption to the holders of the Notes at their last registered
addresses, all as provided in the Indenture, at a redemption price
equal to the greater of (i) 100% of the principal amount of the Notes
to be redeemed and (ii) the sum of the present values of the Remaining
Scheduled Payments thereon discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus ten basis points, plus in either
case accrued interest on the principal amount being redeemed to the
date of redemption.
"Treasury Rate" means, with respect to any redemption date,(i)
the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor
publication which is published weekly by the Board of Governors of the
Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under
the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the maturity date for the Notes,
yields for the two published maturities most closely corresponding to
the Comparable Treasury Issue shall be determined and the Treasury
Rate shall be interpolated or extrapolated from such yields on a
straight line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the
rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable
<PAGE>
Treasury Price for such redemption date. The Treasury Rate shall be
calculated on the third business day preceding the redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such
Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the
Company.
"Comparable Treasury Price" means with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains
fewer than four such Reference Treasury Deal Quotations, the average
of all such Quotations. "Reference Treasury Dealer Quotations" means,
with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expected in each case as a
percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m. on the third business
day preceding such redemption date.
"Reference Treasury Dealer" means each of, Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Chase Securities Inc., Credit
Suisse First Boston Corporation, Goldman, Sachs & Co., Lehman Brothers
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and, Salomon
Smith Barney Inc. and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to any Note,
the remaining scheduled payments of the principal thereof to be
redeemed and interest thereon that would be due after the related
redemption date but for such redemption; provided, however, that, if
such redemption date is not an interest payment date with respect to
such Note,
<PAGE>
the amount of the next succeeding scheduled interest payment thereon
will be reduced by the amount of interest accrued thereon to such
redemption date.
Upon due presentation for registration of transfer of this Note
at the office or agency of the Company for such registration in the
Borough of Manhattan, The City and State of New York, a new Note or
Notes of authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange herefor, subject
to the limitations provided in the Indenture, without charge except
for any tax or other governmental charge imposed in connection
therewith.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee and any agent of the Company or the
Trustee may deem and treat the registered holder hereof as the
absolute owner of this Note (whether or not this Note shall be
overdue) for the purpose of receiving payment of the principal of,
premium, if any, and interest on this Note, as herein provided, and
for all other purposes, and neither the Company nor the Trustee nor
any agent of the Company or the Trustee shall be affected by any
notice of the contrary. All payments made to or upon the order of such
registered holder shall, to the extent of the sum or sums paid,
effectually satisfy and discharge liability for moneys payable on this
Note.
No recourse for the payment of the principal of, premium, if any,
or interest on this Note, or for any claim based hereon or otherwise
in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present
or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether
by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
<PAGE>
Unless otherwise defined in this Note, all terms used in this
Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
