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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. 5 AND FINAL AMENDMENT)
(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 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. 5, the final amendment, 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, 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 10. INTEREST IN SECURITIES OF THE ISSUER.
On Friday, September 12, 1997 at 5:00 p.m. Eastern Daylight Time, the
Offer expired. On Tuesday, September 16, 1997, the Purchaser accepted all
Shares validly tendered. A total of 67,208,526 Shares (or approximately 94% of
the issued and outstanding Shares not already owned by the Parent or the
Purchaser) were purchased pursuant to the Offer. The Purchaser has paid for all
such Shares at the Offer Price of $12.40 per Share, in cash, net to the
tendering stockholder.
ITEM 16. ADDITIONAL INFORMATION.
On Thursday, September 18, 1997, the merger of the Purchaser with and
into the Company, pursuant to the short-form merger provisions of the Delaware
General Corporation Law, was completed and the Company thereby became a wholly
owned subsidiary of the Parent. As a result of the merger, the Purchaser ceased
to exist. In the merger, Shares not previously purchased by the Purchaser were
converted into the right to receive $12.40 per Share in cash.
A copy of the Parent's press releases with respect to the closing of the
tender offer and the consummation of the merger are filed as Exhibits (a)(20)
and (a)(21) to the Schedule 14D-1 and are incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(d)(20) Press release, dated September 19, 1997, issued by the Parent
(incorporated herein by reference to Exhibit (a)(20) of the
Schedule 14D-1).
(d)(21) Press release, dated September 19, 1997, issued by the Parent
(incorporated herein by reference to Exhibit (a)(21) 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
Dated: September 19, 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)
(d)(18) Text of Press Release, dated September 10, 1997, issued by Fujitsu Limited.(7)
(d)(19) Text of Press Release, dated September 15, 1997, issued by Fujitsu Limited.(8)
(d)(20) Text of Press Release, dated September 19, 1997, issued by Fujitsu Limited.(9)
(d)(21) Text of Press Release, dated September 19, 1997, issued by Fujitsu Limited.(9)
(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.
(7) Filed as an Exhibit to Amendment No. 3 to Schedule 14D-1 filed by the Parent
and the Purchaser with the Commission on September 10, 1997 and incorporated
herein by reference.
(8) Filed as an Exhibit to Amendment No. 4 to Schedule 14D-1 filed by the Parent
and the Purchaser with the Commission on September 15, 1997 and incorporated
herein by reference.
(9) Filed as an Exhibit to Amendment No. 5, the final amendment, to Schedule
14D-1 filed by the Parent with the Commission on September 19, 1997 and
incorporated herein by reference.
