-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, DkwoHSK+XNOGiY4258xPFVmbNKqvMYZG9ddVibLkKnOiDKxuppVPtb39cka4DVPS LErWgHRJIf7cYCNoZfbMjw== 0000950157-95-000197.txt : 199507060000950157-95-000197.hdr.sgml : 19950706 ACCESSION NUMBER: 0000950157-95-000197 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950705 SROS: CSX SROS: NYSE SROS: PSE GROUP MEMBERS: INTERNATIONAL BUSINESS MACHINES CORPORATION GROUP MEMBERS: WHITE ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOTUS DEVELOPMENT CORP CENTRAL INDEX KEY: 0000711761 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042757702 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35911 FILM NUMBER: 95552156 BUSINESS ADDRESS: STREET 1: 55 CAMBRIDGE PWY CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6175778500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITE ACQUISITION CORP CENTRAL INDEX KEY: 0000945616 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE OLD ORCHARD ROAD CITY: ARMONK STATE: NY ZIP: 10504 BUSINESS PHONE: 2124741000 MAIL ADDRESS: STREET 1: ONE OLD ORCHARD ROAD CITY: ARMONK STATE: NY ZIP: 10504 SC 14D1/A 1 TENDER OFFER STATEMENT ============================================================ 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 ============================================================ 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. 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 4 EXHIBIT INDEX Exhibit Sequentially No. Exhibit Numbered Page (a)(19) Press Release, dated July 5, 1995 ...... 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----