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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. 1) PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D/A
(AMENDMENT NO. 3)
(PURSUANT TO SECTION 13(d)
OF THE SECURITIES AND 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) 268-7080
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This Amendment No. 1 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. 3 to Schedule 13D (the "Schedule 13D") of the Parent, dated March
24, 1993, amend and supplement the Schedule 14D-1 and the Schedule 13D. 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 $12.00 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, 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 early
termination of the waiting period under the HSR Act is filed as Exhibit (a)(10)
to this Statement and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press release dated August 14, 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: August 14, 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 Amdahl Corporation(1)
(a)(9)* Text of Joint Press Release, dated August 5, 1997, issued by Fujitsu
Limited and Amdahl Corporation.
(a)(10) Press Release, dated August 14, 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.
(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)(10)
PRESS RELEASE
Contact: For Fujitsu Limited
Korendo Shiotsuki
General Manager, NY Office
(212) 265-5360
or
Sitrick And Company
Michael Sitrick
Donna K.H. Walters
(310) 788-2850
For Amdahl Corporation
Investor Relations
William Stewart
Director of Financial and
Public Relations
(408) 746-6076
FUJITSU GRANTED EARLY TERMINATION OF ANTITRUST WAITING PERIOD
SUNNYVALE, CALIFORNIA -- AUGUST 14, 1997 -- Fujitsu Limited (TSE: 6702)
announced today that, in connection with its previously announced tender offer
to acquire all the outstanding shares of Amdahl Corporation that it does not
currently own, the U.S. Department of Justice and the Federal Trade Commission
have granted Fujitsu early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Early termination of the waiting period indicates that those government
agencies do not intend to oppose the tender offer and related merger on
antitrust grounds. Such early termination of the waiting period also satisfies
one of the conditions of the tender offer agreement between Fujitsu and Amdahl,
announced July 30. The tender offer, for $12 per share, is still subject to
certain other conditions and is scheduled to expire at 5 p.m. New York City
time, September 5, 1997, unless extended.
