LOTUS DEVELOPMENT CORP
SC 14D1/A, 1995-07-05
PREPACKAGED SOFTWARE
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             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. 6)
                   ---------------------

               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

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<PAGE>
                                                           2


          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. 1-5, 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. 6.
Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.


          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)(19) and is
incorporated herein by reference.


          Item 10. Additional Information

          On July 5, 1995, IBM issued a press release, a
copy of which is attached hereto as Exhibit (a)(19) and is
incorporated herein by reference.


          Item 11. Material to be filed as Exhibits.

          (a)(19) Press Release, dated July 5, 1995.




<PAGE>
                                                           3


                         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 5, 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>
                                                           4


                       EXHIBIT INDEX

  Exhibit                                            Sequentially
    No.              Exhibit                         Numbered Page

 (a)(19)   Press Release, dated July 5, 1995 ......


<PAGE>
                                                           5



                                             Exhibit (a)(19)



                  IMMEDIATE




                                        Contact:  Rob Wilson
                                              (914) 765-6565


       IBM ANNOUNCES COMPLETION OF LOTUS TENDER OFFER

          ARMONK, N.Y., July 5, 1995 . . . IBM today
announced that it successfully completed its tender offer to
acquire the common stock of Lotus Development Corporation at
$64 per share. Approximately 97 percent of the 47.4 million
outstanding Lotus shares have been accepted for payment by
an IBM subsidiary following completion of the tender offer
on July 3.

          Any Lotus shares not purchased in the tender offer
will be acquired by a subsidiary of IBM when the merger is
completed, which is expected to be today.

                           # # #



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