-----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, GJlOnMQ/iOaur27sfgFNIJtEZdh/0/xeuppGqFRKk4NSwEKmDhIlVdfcEMpQUxuB RFG/evqJ3guIRMAWv7cykw== 0000950157-95-000199.txt : 199507070000950157-95-000199.hdr.sgml : 19950707 ACCESSION NUMBER: 0000950157-95-000199 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950706 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: 95552400 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. 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 ============================================================ 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. 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. 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 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 . . . . . . 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 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, 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 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----