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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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AMDAHL CORPORATION
(NAME OF SUBJECT COMPANY)
AMDAHL CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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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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JOHN C. LEWIS
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
AMDAHL CORPORATION
1250 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94088-3470
(408) 746-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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Copies to:
JOHN W. LARSON, ESQ.
RONALD B. MOSKOVITZ, ESQ.
MICHAEL S. DORF, ESQ.
BROBECK, PHLEGER & HARRISON LLP
SPEAR STREET TOWER, ONE MARKET
SAN FRANCISCO, CALIFORNIA 94105-1000
(415) 442-0900
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Amdahl Corporation, a Delaware corporation (the "Company"), hereby
amends and supplements its Solicitation/Recommendation Statement on Schedule
14D-9 dated August 5, 1997 as amended by Amendment No. 1 to Schedule 14D-9
dated August 14, 1997 and Amendment No. 2 to Schedule 14D-9 dated August 22,
1997 (as amended, the "Schedule 14D-9"), relating to the tender offer described
in the Tender Offer Statement on Schedule 14D-1 dated August 5, 1997 (as amended
or supplemented from time to time, the "Schedule 14D-1"), which has been filed
by Fujitsu International, Inc., a Delaware corporation (the "Purchaser"), which
is a wholly owned subsidiary of Fujitsu Limited, a Japanese corporation (the
"Parent"), and the Parent with the Securities and Exchange Commission (the
"SEC"), and in a Rule 13e-3 Transaction Statement on Schedule 13E-3 dated August
5, 1997 (as amended or supplemented from time to time, the "Schedule 13E-3"),
which has been filed by the Parent, the Purchaser and the Company with the SEC,
relating to an offer by the Purchaser to purchase all the issued and outstanding
shares of the Company's common stock, par value $.05 per share (the "Shares"),
at a price of $12.40 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase dated August 5, 1997 as supplemented by the
supplement thereto, dated August 22, 1997 (the "Supplement"), and the related
Letter of Transmittal. All capitalized terms shall have the meanings assigned
to them in the Schedule 14D-9, as amended to date, unless otherwise indicated
herein.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by addition of the following
information:
Parent advised the Company that regulatory reviews under the
Exon-Florio Act, the National Industrial Security Program, Japan's Foreign
Exchange Control Act, Canada's Competition Act and the European Union's Merger
Regulation have been completed and satisfied. A copy of the Parent's press
release relating to the completion and satisfaction of these regulatory reviews
is filed as Exhibit 20 to this Statement and incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the addition of the
following:
Exhibit 20 Press Release, dated September 10, 1997, issued by the
Parent.
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SIGNATURE
After reasonable 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.
September 10, 1997 AMDAHL CORPORATION
By: /s/ John C. Lewis
________________________________
John C. Lewis
Chairman of the Board, President and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
1* Merger Agreement dated as of July 30, 1997 among the Parent, the Purchaser and the Company
2* Opinion of Morgan Stanley & Co. Incorporated, dated July 30, 1997 (Attached to Schedule 14D-9 mailed to
stockholders as Annex B)
3* Joint Press Release of the Company and the Parent, issued July 30, 1997
4* Letter dated July 30, 1997 from John C. Lewis to the stockholders of the Company (Included with Schedule 14D-9
mailed to stockholders)
5* Article Eleventh of the Certificate of Incorporation of the Company
6* Article IX of the By-Laws of the Company
7* Amdahl/Fujitsu 1982 Agreement, dated March 4, 1982, between the Parent and the Company
8* Letter Agreement, dated April 3, 1984, between the Parent and the Company
9* Joint Development Agreement between the Company and the Parent dated December 8, 1993 (Portions of this exhibit
are deleted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10(aa) to
the Company's Form 10-K for the fiscal year ended December 31, 1993)
10* Loan Agreement between the Company and the Parent dated January 29, 1994 (incorporated by reference to Exhibit
10(c) to the Company's Form 10-Q for the fiscal period ended April 1, 1994)
11* First Amendment to Loan Agreement between the Company and the Parent dated January 27, 1994 (incorporated by
reference to Exhibit 10 to the Company's Form 10-Q for the fiscal period ended March 28, 1997)
12* Standstill Agreement, dated July 9 1997, between the Parent and the Company
13* Confidentiality Agreement, dated June 30, 1997, between the Parent and the Company
14* Joint Press Release of the Company and the Parent, issued August 5, 1997
15* Press Release, dated August 14, 1997, issued by the Parent
16* Supplement, dated August 22, 1997, to the Offer to Purchase, dated August 5, 1997
17* Text of Joint Press Release, dated August 20, 1997 issued by the Parent and the Company
18* Text of Joint Press Release, dated August 22, 1997, issued by the Parent and the Company
19* Memorandum of Understanding, dated August 20, 1997
20 Press Release, dated September 10, 1997, issued by the Parent
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* Previously filed.
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EXHIBIT 20
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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