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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. 1)
(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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This Amendment No. 1 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"). 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
$12.00 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 13E-3.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) is 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 the Schedule 14D-1 and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(d)(10) Press release dated August 14, 1997 (incorporated herein by
reference to Exhibit (a)(10) of the Schedule 14D-1).
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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 14, 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.
(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)
(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)(7) 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)
(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.
