=========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 8*)
--------------------
Lotus Development Corporation
(Name of Subject Company)
White Acquisition Corp.
International Business Machines Corporation
(Bidders)
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)
--------------------
Lawrence R. Ricciardi, Esq.
International Business Machines Corporation
Old Orchard Road
Armonk, NY 10504
(914) 765-1900
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
--------------------
Copy to:
Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
*Constituting the final amendment to Schedule 14D-1.
=========================================================================
<PAGE>
White Acquisition Corp. and International Business Machines
Corporation hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1 (the "Statement"), originally filed on June 6, 1995,
as amended by Amendments No. 1-7, with respect to their offer to
purchase all outstanding shares of Common Stock, par value $.01 per
share, of Lotus Development Corporation, a Delaware corporation,
together with the associated preferred share purchase rights, as set
forth in this Amendment No. 8, which constitutes the final amendment.
Capitalized terms not defined herein have the meanings assigned
thereto in the Statement.
Item 6. Interest in Securities of the Subject Company
On July 4, 1995, the Purchaser accepted for payment a total
of 46,116,570 Shares.
Item 10. Additional Information
The Offer terminated at 12:00 midnight, New York City time,
on Monday, July 3, 1995.
<PAGE>
SIGNATURE
After due 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: July 10, 1995
WHITE ACQUISITION CORP.
By: /s/ Lee A. Dayton
-----------------------------
Name: Lee A. Dayton
Title: President
INTERNATIONAL BUSINESS
MACHINES CORPORATION
By: /s/ John E. Hickey
-----------------------------
Name: John E. Hickey
Title: Vice President,
Secretary and Assistant
General Counsel
