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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT (AMENDMENT NO. 2)
(PURSUANT TO SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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AMDAHL CORPORATION
(NAME OF THE ISSUER)
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AMDAHL CORPORATION
FUJITSU INTERNATIONAL, INC.
FUJITSU LIMITED
(NAME OF PERSON(S) FILING STATEMENTS)
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COMMON STOCK, PAR VALUE $.05 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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023905 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)
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TAKASHI TAKAYA JOHN C. LEWIS
DIRECTOR AND GROUP PRESIDENT CHAIRMAN OF THE BOARD,
CORPORATE PLANNING AND PRESIDENT AND
BUSINESS DEVELOPMENT CHIEF EXECUTIVE OFFICER
FUJITSU LIMITED AMDAHL CORPORATION
MARUNOUCHI CENTER BUILDING 1250 EAST ARQUES AVENUE
6-1, MARUNOUCHI 1-CHOME SUNNYVALE, CALIFORNIA 94086
CHIYODA-KU, TOKYO 100, JAPAN TELEPHONE: (408) 746-6000
TELEPHONE: 81-3-3216-0570
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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Copies to:
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ROBERT S. TOWNSEND, ESQ. JOHN W. LARSON, ESQ.
MORRISON & FOERSTER LLP RONALD B. MOSKOVITZ, ESQ.
425 MARKET STREET BROBECK, PHLEGER & HARRISON LLP
SAN FRANCISCO, CALIFORNIA 94105-2482 SPEAR STREET TOWER, ONE MARKET
TELEPHONE: (415) 268-7080 SAN FRANCISCO, CALIFORNIA 94105-1000
(415) 442-0900
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This statement is filed in connection with a tender offer.
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$ 943,019,665 $ 188,604
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* For purposes of calculating the filing fee only. This calculation assumes
(i) the purchase of (x) 123,067,004 shares of common stock, par value $.05
per share, of the subject company ("Shares") issued and outstanding as of
August 20, 1997, according to the subject company, less 51,811,664 Shares
owned by the Purchaser and its affiliates, and (y) options to purchase
4,794,633 Shares issued and outstanding as of August 20, 1997 that will vest
prior to the expiration of the Offer and that have exercise prices of less
than $12.40, and (ii) the offer price of $12.40 per Share.
** The amount of the filing fee, calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, is equal to 1/50 of 1% of
the Transaction Valuation.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $188,604 Filing Party: Fujitsu Limited
Form or Registration No.: Schedule 14D-1 Date Filed: August 5, 1997,
and Schedule 14D-1/A and August 22, 1997
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This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3 (the "Schedule 13E-3") filed with the Securities and
Exchange Commission on August 5, 1997 by Fujitsu Limited, a Japanese corporation
(the "Parent"), Fujitsu International, Inc., a Delaware corporation and a wholly
owned subsidiary of the Parent (the "Purchaser"), and Amdahl Corporation, a
Delaware corporation (the "Company"), as amended. The Schedule 13E-3 relates 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 the Company 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 (the
"Supplement"), 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 13E-3.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
Items 1(b) and (c) are hereby amended and supplemented by reference to
the response to Item 1 of Amendment No. 2 to the Schedule 14D-1 which is
incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
Item 3 is hereby amended and supplemented by reference to the response
to Item 3 of Amendment No. 2 to the Schedule 14D-1 which is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) is hereby amended and supplemented by reference to the
response to Item 4(a) of Amendment No. 2 to the Schedule 14D-1 which is
incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 6(a) is hereby amended and supplemented by reference to the
response to Item 4(a) of Amendment No. 2 to the Schedule 14D-1 which is
incorporated herein by reference.
Item 6(b) is hereby amended and supplemented by reference to Section 12
of the Supplement which is incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
Page 18 of the Presentation of Morgan Stanley & Co. Incorporated to the
Disinterested Board on July 30, 1997 (filed as Exhibit (b)(2) to the Schedule
13E-3) is hereby amended and restated in its entirety as set forth in Exhibit
(b)(4) hereto, and is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10(a) is hereby amended and supplemented by reference to the
response to Item 6 of Amendment No. 2 to the Schedule 14D-1 which is
incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Item 11 is hereby amended and supplemented by reference to the response
to Item 7 of Amendment No. 2 to the Schedule 14D-1 which is incorporated
herein by reference.
ITEM 14. FINANCIAL INFORMATION.
Item 14(a) is hereby amended and supplemented by reference to Section 7
and Exhibit I of the Supplement which are incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(b)(4) Amended and Restated Page 18 to the Presentation of Morgan
Stanley & Co. Incorporated to the Disinterested Board on July 30, 1997.
(c)(4) Memorandum of Understanding, dated August 20, 1997. (1)
(d)(11) Supplement, dated August 22, 1997, to Offer to Purchase, dated
August 5, 1997. (1)
(d)(12) Revised form of Letter of Transmittal. (1)
(d)(13) Revised form of Letter from Lehman Brothers Inc. to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees. (1)
(d)(14) Revised form of Letter from Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to Clients. (1)
(d)(15) Revised form of Notice of Guaranteed Delivery. (1)
(d)(16) Text of Joint Press Release, dated August 20, 1997, issued by
Fujitsu Limited and Amdahl Corporation. (1)
(d)(17) Text of Joint Press Release, dated August 22, 1997, issued by
Fujitsu Limited and Amdahl Corporation. (1)
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(1) Filed as an Exhibit to Amendment No. 2 to Schedule 14D-1 filed by the Parent
and the Purchaser with the Commission on August 22, 1997 and incorporated
herein by reference.
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CUSIP No. 023905 10 2 13E-3 Page 3 of 3
SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
AMDAHL CORPORATION
By /s/ John C. Lewis
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Name: John C. Lewis
Title: Chairman of the Board,
President and
Chief Executive Officer
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
Dated: August 22, 1997
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a) Not applicable.
(b)(1)* Opinion of Morgan Stanley & Co. Incorporated, dated July 30, 1997 (included as
Exhibit I to Exhibit (d)(1)).
(b)(2)* Presentation of Morgan Stanley & Co. Incorporated to the Disinterested Board on
July 30, 1997.
(b)(3)* Presentation of Lehman Brothers Inc. and Lehman Brothers Japan Inc., presented
to Fujitsu Limited on July 25, 1997.
(b)(4) Amended and Restated Page 18 to the Presentation of Morgan Stanley & Co. Incorporated
to the Disinterested Board on July 30, 1997.
(c)(1) Agreement and Plan of Merger, dated as of July 30, 1997, by and among Fujitsu
Limited, Fujitsu International, Inc. and Amdahl Corporation.(1)
(c)(2) Confidentiality Agreement, dated June 30, 1997, between Fujitsu Limited and
Amdahl Corporation.(2)
(c)(3) Letter Agreement, dated July 9, 1997, between Fujitsu Limited and Amdahl
Corporation.(2)
(c)(4) Memorandum of Understanding, dated August 20, 1997.(6)
(d)(1) Form of Offer to Purchase, dated August 5, 1997.(3)
(d)(2) Form of Letter of Transmittal.(3)
(d)(3) Form of Notice of Guaranteed Delivery.(3)
(d)(4) Form of Letter from Lehman Brothers Inc. to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.(3)
(d)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees to Clients.(3)
(d)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Form
W-9.(3)
(d)(6) Summary Advertisement, as published in The Wall Street Journal August 5,
1997.(3)
(d)(8) Text of Joint Press Release, dated July 30, 1997, issued by Fujitsu Limited and
Amdahl Corporation.(2)
(d)(9) Text of Joint Press Release, dated August 5, 1997, issued by Fujitsu Limited and
Amdahl Corporation.(3)
(d)(10) Text of Press Release, dated August 14, 1997, issued by Fujitsu Limited.(5)
(d)(11) Supplement, dated August 22, 1995, to Offer to Purchase, dated August 5, 1997.(6)
(d)(12) Revised form of Letter of Transmittal.(6)
(d)(13) Revised form of Letter from Lehman Brothers Inc. to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.(6)
(d)(14) Revised form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees to Clients.(6)
(d)(15) Revised form of Notice of Guaranteed Delivery.(6)
(d)(16) Text of Joint Press Release, dated August 20, 1997, issued by Fujitsu Limited
and Amdahl Corporation.(6)
(d)(17) Text of Joint Press Release, dated August 22, 1997, issued by Fujitsu Limited
and Amdahl Corporation.(6)
(e) Description of Rights of Dissenting Stockholders.(4)
(f) Not applicable.
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* Previously filed.
(1) A copy of which is set forth as Exhibit III to the Offer to Purchase, which
is filed as an Exhibit to the Schedule 14D-1 filed by the Parent and the
Purchaser with the Commission on August 5, 1997 and incorporated herein by
reference.
(2) Filed as an Exhibit to Amendment No. 1 to the Schedule 13D filed by the
Parent with the Commission on July 31, 1997 and incorporated herein by
reference.
(3) Filed as an Exhibit to the Schedule 14D-1 filed by the Parent and the
Purchaser with the Commission on August 5, 1997 and incorporated herein by
reference.
(4) As set forth in "SPECIAL FACTORS -- Dissenters' Rights" and in Exhibit IV to
the Offer to Purchase, which is filed as an Exhibit to the Schedule 14D-1
filed by the Parent and the Purchaser with the Commission on August 5, 1997
and incorporated herein by reference.
(5) Filed as an Exhibit to Amendment No. 1 to the Schedule 14D-1 filed by the
Parent and the Purchaser with the Commission on August 14, 1997 and
incorporated herein by reference.
(6) Filed as an Exhibit to Amendment No. 2 to Schedule 14D-1 filed by the Parent
and the Purchaser with the Commission on August 22, 1997 and incorporated
herein by reference.
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EXHIBIT (b)(4)
AMENDED AND RESTATED PAGE 18 OF THE PRESENTATION OF MORGAN STANLEY & CO.
INCORPORATED TO THE DISINTERESTED BOARD ON JULY 30, 1997
PROJECT 2000
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ALMOND COMPANY SUMMARY OF VALUATION METHODOLOGIES
($MM, except per share data)
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FINANCIAL FULLY DILUTED EQUITY VALUE
VALUATION METHODOLOGY STATISTIC MULTIPLE RANGE EQUITY VALUE PER SHARE
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TRADING STATISTICS OF COMPARABLE COMPANIES
1997E EPS(1)
Management Case $ 0.21 20.0 - 25.0 $480.1 - $618.5 $ 4.17 - $ 5.21
Management Case with tax-affected
earnings 0.18 20.0 - 25.0 403.2 - 522.3 3.59 - 4.49
Adjusted Case 0.21 20.0 - 25.0 480.1 - 618.5 4.17 - 5.21
Downside Case 0.21 20.0 - 25.0 480.1 - 618.5 4.17 - 5.21
1998E EPS(1)
Management Case $0.89 13.0 - 17.0 1,468.9 - 1,943.4 11.62 - 15.20
Management Case with tax-affected
earnings 0.74 13.0 - 17.0 1,210.2 - 1,605.1 9.67 - 12.65
Adjusted Case 0.53 13.0 - 17.0 842.9 - 1,124.8 6.91 - 9.03
Downside Case 0.33 13.0 - 17.0 501.4 - 678.3 4.33 - 5.67
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IMPLIED VALUATION RANGE: $ 7.50 - $11.00
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PREMIUMS PAID IN PRECEDENT TRANSACTIONS
LTM Revenue $1,709.0 0.50 - 1.20 $1,046.0 - $2,242.3 $ 8.27 - $17.73
1997 Operating Income 20.0 12.0 - 12.0 431.5 - 531.5 3.41 - 4.20
1-Year Forward Net Income(1)
Management Case 69.7 13.0 - 23.0 906.5 - 1,603.8 7.17 - 12.68
Management Case with tax-affected
earnings 58.4 13.0 - 23.0 759.4 - 1,343.5 6.00 - 10.62
Adjusted Case 46.8 13.0 - 23.0 608.1 - 1,075.9 4.81 - 8.51
Downside Case 34.3 13.0 - 23.0 445.4 - 788.1 3.52 - 6.23
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IMPLIED VALUATION RANGE: $ 7.00 - $11.00
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PREMIUMS PAID IN SELECTED ACQUISITION BY MINORITY AFFILIATES TRANSACTIONS
Premium to Stock Price
Unaffected Price(4) $10.31 10.0% - 30.0% $1,434.7 - $1,695.6 $11.34 - $13.41
30 Days Prior 9.63 20.0% - 35.0% 1,460.7 - 1,643.3 11.55 - 12.99
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IMPLIED VALUATION RANGE: $11.50 - $13.00
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DISCOUNTED EQUITY VALUE(2)
2000E EPS(1)
Management Case $1.20 12.0 - 16.0 $1,305.7 - $1,741.0 $10.32 - $13.77
Adjusted Case 0.92 12.0 - 16.0 1,003.2 - 1,337.7 7.93 - 10.58
Downside Case 0.41 12.0 - 16.0 450.1 - 600.1 3.56 - 4.75
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DISCOUNTED EQUITY VALUATION RANGE: $ 8.00 - $11.00
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DISCOUNTED CASH FLOW(3)
Management Case $158.3 12.0 - 16.0 $1,614.1 - $1,907.8 $12.76 - $15.08
Adjusted Case 120.6 12.0 - 16.0 1,274.3 - 1,498.0 10.08 - 11.85
Downside Case 78.5 12.0 - 16.0 906.6 - 1,052.2 7.17 - 8.32
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DISCOUNTED CASH FLOW VALUATION RANGE: $10.00 - $12.00
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Notes: (1) Based on Company July 3 revised forecast. Value range includes the
tax benefit of $144MM in NOL.
(2) Based on Company July 3 revised forecast; assumes a 18.0% discount
rate; discounted two years CY2000 estimates.
(3) Based on Company July 3 revised forecast; assumes 15.5% discount
rate; discounted for six years.
(4) Unaffected price taken as price on July 28, 1997.
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MORGAN STANLEY
