SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PRODIGY COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
74283P107
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(CUSIP Number)
December 31, 1999
- --------------------------------------------------------------------------------
(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).
<PAGE>
CUSIP No. 74283P 10 7 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
International Business Machines Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
Not Applicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER
2,409,145
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY Not Applicable
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,409,145
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
Not Applicable
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,409,145
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
Not Applicable
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.62%(2)
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Represents 2,409,145 shares issuable upon exercise of warrants, which are
subject to a voting agreement with the Issuer.
(2) Based on 66,508,452 shares outstanding, which includes 2,409,145 shares
issuable to International Business Machines Corporation upon exercise of
warrants.
<PAGE>
Page 3 of 4 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, NY 10601
Item 2(a) Name of Person Filing
International Business Machines Corporation
Item 2(b): Address of Principal Business Office:
Armonk, New York 10504
Item 2(c): Citizenship:
New York
Item 2(d): Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e): CUSIP Number:
74283P107
Item 3: Not applicable.
Item 4: Ownership:
(a) Amount beneficially owned: 2,409,145(3)
(b) Percent of class: 3.62%(4)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,409,145(3)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 2,409,145(3)
(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 statement 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 of the class of securities, check the following |X|.
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 I certify that, to the best of my 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.
(3) Represents 2,409,145 shares issuable upon exercise of warrants, which are
subject to a voting agreement with the Issuer.
(4) Based on 66,508,452 shares outstanding, which includes 2,409,145 shares
issuable to International Business Machines Corporation upon exercise of
warrants.
<PAGE>
Page 4 of 4 Pages
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: February 11, 2000
International Business Machines Corporation
By: /s/ Andrew Bonzani
----------------------------------------
Andrew Bonzani
Assistant Secretary and Senior Counsel
