SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
Lotus Development Corporation
(Name of Subject Company)
Lotus Development Corporation
(Name of Person Filing Statement)
Common Stock, Par Value $.01 Per Share
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
545700106
(CUSIP Number of Class of Securities)
Jim P. Manzi
Chairman of the Board,
President and
Chief Executive Officer
Lotus Development Corporation
55 Cambridge Parkway
Cambridge, Massachusetts 02142
(617) 577-8500
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
Copies to:
Kenneth S. Siegel Barry A. Bryer
Baker & Botts, L.L.P. Wachtell, Lipton, Rosen & Katz
885 Third Avenue 51 West 52nd Street
New York, New York 10022-4834 New York, New York 10019-6150
(212) 705-5000 (212) 403-1000
<PAGE>
On June 12, 1995, Lotus Development Corporation (the "Company") filed
with the Securities and Exchange Commission (the "SEC") a Schedule 14D-9 (the
"Schedule 14D-9") with respect to the tender offer by White Acquisition Corp., a
New York corporation and a wholly owned subsidiary of International Business
Machines Corporation, to purchase for cash all of the outstanding shares of
common stock, par value $.01 per share, of the Company. This Amendment No. 1 to
the Schedule 14D-9 hereby amends and supplements the Schedule 14D-9 as follows:
Item 9. Material to be Filed as Exhibits.
Exhibit
Number
- ------
8(a) In response to a comment received from the SEC as of June 28, 1995, that
the first sentence of the penultimate paragraph of the opinion of Lazard
Freres & Co. LLC ("Lazard"), previously filed as Exhibit 8 to the Schedule
14D-9, should be deleted, Lazard has deleted such wording and issued a
revised opinion which is filed herewith as Exhibit 8(a).
-2-
<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.
June 29, 1995 LOTUS DEVELOPMENT CORPORATION
By: /s/ Thomas M. Lemberg
---------------------
Thomas M. Lemberg
Vice President, General
Counsel and Secretary
-3-
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- ------
8(a) In response to a comment received from the SEC as of June 28, 1995, that
the first sentence of the penultimate paragraph of the opinion of Lazard
Freres & Co. LLC ("Lazard"), previously filed as Exhibit 8 to the Schedule
14D-9, should be deleted, Lazard has deleted such wording and issued a
revised opinion which is filed herewith as Exhibit 8(a).
-4-
EXHIBIT 8(a)
LAZARD FRERES & CO. LLC
ONE ROCKEFELLER PLAZA
NEW YORK, N.Y. 10020
_____________
TELEPHONE (212) 632-6000 NEW YORK
FACSIMILE (212) 632-6060
June 11, 1995
The Board of Directors
Lotus Development Corporation
55 Cambridge Parkway
Cambridge, MA 02142
Dear Members of the Board:
We understand that Lotus Development Corporation ("the Company"),
International Business Machines Corporation ("IBM") and White Acquisition
Corporation ("White") have entered into an agreement and plan of merger dated as
of June 11, 1995 (the "Agreement") pursuant to which IBM, through White, will
make a tender offer for all of the common stock, par value $.01 per share (the
"Common Stock"), of the Company for a price in cash equal to $64.00 per share of
Common Stock (the "Offer") and, following consummation of the Offer, White will
be merged with the Company (the "Merger" and, together with the Offer, the
"Acquisition") and each remaining share of Common Stock will be converted into
the right to receive $64.00 in cash.
You have requested our opinion as to the fairness, from a financial
point of view, to the shareholders of the Company of the consideration to be
paid in the Acquisition. In connection with this opinion, we have:
(i) Analyzed certain historical business and financial
information relating to the Company and IBM;
(ii) Reviewed various financial forecasts and other data provided
to us by the Company relating to its business;
(iii) Held discussions with members of the senior management of
the Company with respect to the business and prospects of
the Company and its strategic objectives;
(iv) Reviewed public information with respect to certain other
companies in lines of businesses we believe to be generally
comparable to the business of the Company;
(v) Reviewed the financial terms of certain business
combinations involving companies in lines of businesses we
believe to be generally comparable to those of the Company,
and in other industries generally;
(vi) Considered the financial terms of the Agreement;
(vii) Reviewed the historical stock prices and trading volumes of
the Company's common stock; and
<PAGE>
LAZARD FRERES & CO. LLC
(viii) Conducted such other financial studies, analyses and
investigations as we deemed appropriate.
We have relied upon the accuracy and completeness of the financial and
other information provided by the Company, and have not assumed any
responsibility for any independent verification of such information or any
independent valuation or appraisal of any of the assets or liabilities of the
Company. With respect to financial forecasts, we have assumed that they have
been reasonably prepared on bases reflecting the best currently available
estimates and judgments of management of the Company as to the future financial
performance of the Company. We assume no responsibility for and express no view
as to such forecasts or the assumptions on which they are based.
Further, our opinion is necessarily based on economic, monetary,
market and other conditions as in effect on, and the information made available
to us as of, the date hereof. In rendering our opinion, we have assumed that
the Acquisition will be consummated on the terms described in the Agreement,
without any waiver of any material terms or conditions by the Company.
Lazard Freres & Co. LLC is acting as financial advisor to the Company
in connection with the Acquisition and will receive a fee for our services, a
substantial portion of which is payable upon acquisition of beneficial ownership
of more than 50% of the Common Stock.
It is understood that this letter may not be disclosed or otherwise
referred to without our prior consent, except as may otherwise be required by
law or by a court of competent jurisdiction.
Based on and subject to the foregoing, we are of the opinion that the
consideration to be paid in the Acquisition, taken as a whole, is fair to the
shareholders of the Company (other than IBM and its affiliates) from a financial
point of view.
Very truly yours,
LAZARD FRERES & CO. LLC
By /s/ Gerald Rosenfeld
----------------------
Managing Director
