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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT (AMENDMENT NO. 3) PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D/A
(AMENDMENT NO. 5)
(PURSUANT TO SECTION 13(d)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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AMDAHL CORPORATION
(ISSUER)
FUJITSU INTERNATIONAL, INC.
FUJITSU LIMITED
(BIDDERS)
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COMMON STOCK, PAR VALUE $.05 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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023905 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)
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TAKASHI TAKAYA
DIRECTOR AND GROUP PRESIDENT
CORPORATE PLANNING AND BUSINESS DEVELOPMENT
FUJITSU LIMITED
MARUNOUCHI CENTER BUILDING
6-1, MARUNOUCHI 1-CHOME
CHIYODA-KU, TOKYO 100, JAPAN
TELEPHONE: 81-3-3216-0570
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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COPY TO:
ROBERT S. TOWNSEND, ESQ.
MORRISON & FOERSTER LLP
425 MARKET STREET
SAN FRANCISCO, CALIFORNIA 94105-2482
TELEPHONE: (415) 268-7000
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This Amendment No. 3 to the Tender Offer Statement on Schedule 14D-1
(the "Schedule 14D-1") of Fujitsu Limited, a Japanese corporation (the
"Parent"), and Fujitsu International, Inc., a Delaware corporation and a wholly
owned subsidiary of the Parent (the "Purchaser"), dated August 5, 1997, and
Amendment No. 5 to Schedule 13D (the "Schedule 13D") of the Parent, dated March
24, 1993, amend and supplement the Schedule 14D-1 and the Schedule 13D, in each
case as amended. The Schedule 14D-1 and the Schedule 13D relate to the tender
offer by the Purchaser to purchase any and all outstanding shares of common
stock, par value $.05 per share (the "Shares"), of Amdahl Corporation, a
Delaware corporation, at a price of $12.40 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated August 5, 1997, as supplemented by the supplement thereto, dated August
22, 1997, and in the related Letter of Transmittal. Capitalized terms used and
not otherwise defined herein have the respective meanings given such terms in
the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b)-(c) are hereby amended and supplemented by addition of
the following information thereto.
A copy of the Parent's press release with respect to the completion
and satisfaction of regulatory reviews under the Exon-Florio Act, the National
Industrial Security Program, Japan's Foreign Exchange and Foreign Trade Control
Act, Canada's Competition Act and the European Union's Merger Regulation is
filed as Exhibit (a)(18) to this Statement and is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(18) Press release dated September 10, 1997, issued by the Parent.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 10, 1997
FUJITSU LIMITED
By: /s/ Kazuto Kojima
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Name: Kazuto Kojima
Title: Director and Group President
Marketing Group and International
Computer Business Group
FUJITSU INTERNATIONAL, INC.
By: /s/ Kazuto Kojima
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Name: Kazuto Kojima
Title: President
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EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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<S> <C> <C>
(a)(1)* Form of Offer to Purchase, dated August 5, 1997.
(a)(2)* Form of Letter of Transmittal.
(a)(3)* Form of Letter from Lehman Brothers Inc. to Brokers, Dealers, Commercial
Banks Trust Companies and Other Nominees.
(a)(4)* Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees to Clients.
(a)(5)* Form of Notice of Guaranteed Delivery.
(a)(6)* Form of Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7)* Summary Advertisement as published in The Wall Street Journal on August
5, 1997.
(a)(8) Text of Joint Press Release, dated July 30, 1997, issued by Fujitsu
Limited and Amdehl Corporation(1)
(a)(9)* Text of Joint Press Release, dated August 5, 1997, issued by Fujitsu
Limited and Amdahl Corporation.
(a)(10)* Text of Press Release, dated August 14, 1997, issued by Fujitsu
Limited.
(a)(11)* Supplement, dated August 22, 1997, to Offer to Purchase, dated
August 5, 1997.
(a)(12)* Revised form of Letter of Transmittal.
(a)(13)* Revised form of Letter from Lehman Brothers, Inc. to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(14)* Revised form of Letter from Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to Clients.
(a)(15)* Revised form of Notice of Guaranteed Delivery.
(a)(16)* Text of Joint Press Release, dated August 20, 1997, issued by
Fujitsu Limited and Amdahl Corporation.
(a)(17)* Text of Joint Press Release, dated August 22, 1997, issued by Fujitsu
Limited and Amdahl Corporation.
(a)(18) Text of Press Release, dated September 10, 1997, issued by Fujitsu
Limited.
(b) Not applicable.
(c)(1)* Agreement and Plan of Merger, dated as of July 30, 1997, by and among
Fujitsu Limited, Fujitsu International, Inc. and Amdahl Corporation
(incorporated herein by reference to Exhibit III to the Offer to Purchase
filed as Exhibit (a)(1) hereto).
(c)(2) Confidentiality Agreement, dated June 30, 1997, between Fujitsu Limited
and Amdahl Corporation(1).
(c)(3) Letter Agreement, dated July 9, 1997, between Fujitsu Limited and Amdahl
Corporation(1).
(c)(4)* Amdahl/Fujitsu 1982 Agreement, dated March 4, 1982, between Fujitsu
Limited and Amdahl Corporation.
(c)(5)* Letter Agreement, dated April 3, 1984, between Fujitsu Limited and Amdahl
Corporation.
(c)(6)* Memorandum of Understanding, dated August 20, 1997.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
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* Previously filed.
(1) Filed as an Exhibit to Amendment No. 1 to the Schedule 13D filed by Fujitsu
Limited with the Securities and Exchange Commission on July 31, 1997 and
incorporated herein by reference.
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EXHIBIT (a)(18)
Contact: FOR FUJITSU:
Korendo Shiotsuki
General Manager, New York Office
(212) 265-5360
or
SITRICK AND COMPANY
Donna K.H. Walters
Michael Sitrick
(310) 788-2850
FOR IMMEDIATE RELEASE
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FUJITSU-AMDAHL TRANSACTION CLEARS ALL MAJOR REGULATORY HURDLES;
MINIMUM SHARE CONDITION OF TENDER OFFER FULFILLED
TOKYO, JAPAN AND SUNNYVALE, CA., USA -- SEPTEMBER 10, 1997 - FUJITSU
LIMITED (TSE: 6702) today announced that all material reviews by governmental
agencies of the United States, Japan, Canada and Europe have been completed and
necessary approvals obtained in connection with its proposed acquisition of all
the outstanding shares of Amdahl Corporation not currently owned by Fujitsu.
Fujitsu also said that, as of the close of trading on the American
Stock Exchange on Tuesday, September 9, 18,749,725 shares of Amdahl stock have
been tendered. Together with the shares of Amdahl stock already owned by
Fujitsu, these tendered shares would give Fujitsu ownership of approximately
57 percent of Amdahl, exceeding the minimum number of shares that Fujitsu must
receive as a condition of closing the tender offer.
With the completion of the governmental reviews and the satisfaction of
the minimum share condition, all major conditions to the acceptance and payment
for shares tendered in response to Fujitsu's tender offer have been fulfilled
and Fujitsu anticipates consummating the tender offer. The tender offer for
Amdahl stock at $12.40 per share, which was announced July 30 and amended August
22, 1997, remains subject to certain other conditions and is scheduled to expire
at 5 p.m., EDT, on Friday, September 12, unless further extended. Questions
regarding the proper procedure for tendering shares should be directed to
MacKenzie Partners, Inc., at (800) 322-2885.
In the United States, the Fujitsu-Amdahl transaction was approved by
the U.S. Department of Treasury's Committee on Foreign Investment in the U.S.,
which on September 2 determined that the proposed transaction does not raise
U.S. national security issues requiring further review under the Exon-Florio
Amendments to the Defense Production Act; and the Defense Investigative Service
of the U.S. Department of Defense, which on August 18 determined that the
proposed transaction does not require any additional measures be taken pursuant
to the National Industrial Security Program. Last month, as previously
announced, the U.S. Department of Justice and the Federal Trade Commission
granted Fujitsu and Amdahl early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In Japan, the Bank of Japan on September 8 formally approved the
transaction under Japan's Foreign Exchange and Foreign Trade Control Act. In
Europe, the Commission of the European Communities on September 8 decided not
to oppose the transaction and declared it compatible with the common market
principles of the European Union. In Canada, the Director of Investigation and
Research on August 14 issued an advanced ruling certificate exempting the
parties from mandatory pre-notification under Canada's Competition Act.
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