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. 1)
---------------------
Lotus Development Corporation
(Name of Subject Company)
White Acquisition Corp.
(Bidder)
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 Bidder)
---------------------
Copy to:
Allen Finkelson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
============================================================
<PAGE>
White Acquisition Corp. hereby amends and supplements its
Tender Offer Statement on Schedule 14D-1 (the "Statement"), originally
filed on June 6, 1995, with respect to its 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. 1. Capitalized terms not defined herein have the
meanings assigned thereto in the Statement.
Item 11. Material to be filed as Exhibits.
(a)(10) Press Release, dated June 6, 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: June 6, 1995
WHITE ACQUISITION CORP.
By: /s/ LEE A. DAYTON
--------------------------
Name: Lee A. Dayton
Title: President
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
No. Exhibit Numbered Page
(a)(10) Press Release, dated June 6, 1995 . . . . . . . . 5
<PAGE>
Exhibit (a)(10)
IMMEDIATE
Contact: Rob Wilson
(914) 765-6565
IBM COMMENCES $60 PER SHARE ALL CASH
TENDER OFFER FOR LOTUS DEVELOPMENT CORPORATION
ARMONK, N.Y., June 6, 1995 . . . IBM announced today the
commencement of the previously announced tender offer for all
outstanding common shares and preferred share purchase rights of Lotus
Development Corporation at a price of $60 per share in cash.
The tender offer materials are being filed with the U.S.
Securities and Exchange Commission.
The tender offer and withdrawal rights will expire at 12:00
midnight EDT on July 3, 1995, unless extended.
# # #
