============================================================
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. 7)
---------------------
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
============================================================
<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. 1-6, 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. 7.
Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.
Item 3. Past Contacts, Transactions or
Negotiations with the Subject Company
IBM, the Purchaser, the Company and Blue
Acquisition Corp. ("Blue"), which is a Delaware corporation, a
wholly owned subsidiary of the Purchaser and an indirect wholly
owned subsidiary of IBM, have entered into the First
Amendment to the Merger Agreement dated June 29, 1995 (the
"Merger Amendment"). The Merger Amendment is attached hereto
as Exhibit (a)(20) and is incorporated herein by reference.
Item 5. Purpose of the Tender Offer and Plans or
Proposals of the Bidder
IBM, the Purchaser, the Company and Blue have
entered into the Merger Amendment, a copy of which is
attached hereto as Exhibit (a)(20) and is incorporated
herein by reference.
Item 6. Interest in Securities of the Subject
Company
On July 5, 1995, IBM issued a press release, a
copy of which is attached hereto as Exhibit (a)(21) and is
incorporated herein by reference.
Item 10. Additional Information
IBM, the Purchaser, the Company and Blue have
entered into the Merger Amendment, a copy of which is
attached hereto as Exhibit (a)(20) and is incorporated
herein by reference.
On July 5, 1995, IBM issued a press release, a
copy of which is attached hereto as Exhibit (a)(21) and is
incorporated herein by reference.
<PAGE>
Item 11. Material to be filed as Exhibits.
(a)(20) First Amendment dated June 29, 1995, among
International Business Machines Corporation, White
Acquisition Corp., Lotus Development Corporation and Blue
Acquisition Corp. to the Agreement and Plan of Merger dated
as of June 11, 1995, among International Business Machines
Corporation, White Acquisition Corp. and Lotus Development
Corporation.
(a)(21) Press Release, dated July 5, 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 6, 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
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Exhibit Numbered
No. Page
(a)(20) First Amendment dated June 29, 1995, among
International Business Machines Corporation,
White Acquisition Corp., Lotus Development
Corporation and Blue Acquisition Corp. to the
Agreement and Plan of Merger dated as of June
11, 1995, among International Business Machines
Corporation, White Acquisition Corp. and Lotus
Development Corporation . . . . . . . . . . .
(a)(21) Press Release, dated July 5, 1995 . . . . . .
<PAGE>
Exhibit (a)(20)
FIRST AMENDMENT, dated June 29,
1995 among INTERNATIONAL BUSINESS
MACHINES CORPORATION, a New York
corporation ("Parent"), WHITE
ACQUISITION CORP., a New York
corporation ("Sub"), LOTUS DEVELOPMENT
CORP., a Delaware corporation (the
"Company"), and BLUE ACQUISITION CORP.,
a Delaware corporation ("Blue"), to the
AGREEMENT AND PLAN OF MERGER dated as of
June 11, 1995 (the "Merger Agreement")
among Parent, Sub and the Company.
A. The Merger Agreement provides that any direct
or indirect wholly owned subsidiary of Parent may be
substituted for Sub as a constituent corporation in the
Merger, provided that such substitution would not materially
delay or impede the transactions contemplated thereby.
B. The Merger Agreement further provides that, in
the event of any such substitution, the parties agree to
execute an appropriate amendment to the Merger Agreement in
order to reflect the foregoing.
C. Capitalized terms used herein and not defined
shall have the meanings specified in the Merger Agreement.
Accordingly, the parties hereto agree as follows:
Section 1. Assumption. From and after the date
hereof, Blue shall be a party to and be bound by the
provisions of the Merger Agreement and shall have the rights
and obligations of Sub thereunder (including but not limited
to the right to merger with and into the Company at the
Effective Time); provided, however, nothing in this First
<PAGE>
Amendment shall release Sub from any of its obligations
under the Merger Agreement; and provided, further, however,
that the parties contemplate that no change shall be made to
the terms of the Offer as a result of this First Amendment
and that Sub shall continue to be the "Purchaser"
thereunder. Parent represents and warrants that the
substitution referred to above will not materially delay or
impede the transactions contemplated by the Merger
Agreement. The Company hereby consents to the transfer to
Blue of the Shares purchased by Sub pursuant to the Offer.
Section 2. Merger Agreement. Except as expressly
set forth herein, this First Amendment shall not by
implication or otherwise limit, impair, constitute a waiver
of, or otherwise affect the rights and remedies of any party
under the Merger Agreement, nor alter, modify, amend or in
any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Merger Agreement,
all of which are ratified and affirmed in all respects and
shall continue in full force and effect.
Section 3. Applicable Law. This First Amendment
shall be governed by and construed in accordance with the
laws of the State of New York.
Section 4. Counterparts. This First Amendment may
be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original,
<PAGE>
but all such counterparts shall together constitute one and
the same instrument.
IN WITNESS WHEREOF, Parent, Blue, Sub and the
Company have caused this First Amendment to be signed by
their respective officers thereunto duly authorized as of
the date first written above.
INTERNATIONAL BUSINESS MACHINES
CORPORATION,
by
/s/ John E. Hickey
--------------------------
Name: John E. Hickey
Title: Vice President,
Secretary and Assistant
General Counsel
WHITE ACQUISITION CORP.,
by
/s/ Lee A. Dayton
---------------------------
Name: Lee A. Dayton
Title: President
LOTUS DEVELOPMENT CORPORATION,
by
/s/ Thomas M. Lemberg
---------------------------
Name: Thomas M. Lemberg
Title: Vice President and
General Counsel
BLUE ACQUISITION CORP.,
by
/s/ Lee A. Dayton
---------------------------
Name: Lee A. Dayton
Title: President
<PAGE>
Exhibit (a)(21)
IMMEDIATE
Contact: Rob Wilson
(914) 765-6565
IBM ANNOUNCES COMPLETION OF LOTUS MERGER
ARMONK, N.Y., July 5, 1995 . . . IBM today
announced the completion of amerger between an IBM
subsidiary and Lotus Development Corporation, thus
concluding IBM's acquisition of Lotus.
All outstanding shares of common stock of Lotus
Development Corporation not previously purchased in IBM's
tender offer were converted into the right to receive the
same $64 per share cash price paid in the tender offer.
# # #
