<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT (AMENDMENT NO. 5 AND FINAL AMENDMENT)
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D/A
(AMENDMENT NO. 7)
(PURSUANT TO SECTION 13(d)
OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
AMDAHL CORPORATION
(ISSUER)
FUJITSU LIMITED
(BIDDER)
------------------------
COMMON STOCK, PAR VALUE $.05 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------
023905 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
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)
------------------------
COPY TO:
ROBERT S. TOWNSEND, ESQ.
MORRISON & FOERSTER LLP
425 MARKET STREET
SAN FRANCISCO, CALIFORNIA 94105-2482
TELEPHONE: (415) 268-7000
================================================================================
<PAGE> 2
This Amendment No. 5, the final amendment, 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. 7 to Schedule 13D (the "Schedule 13D") of the
Parent, dated March 24, 1993, amend and supplement the Schedule 14D-1 and the
Schedule 13D, in each case as amended. 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 (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 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by addition of the
following information thereto.
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 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by addition of the
following information thereto:
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 this Statement and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(20) Press release, dated September 19, 1997, issued by
the Parent.
(a)(21) Press release, dated September 19, 1997, issued by
the Parent.
<PAGE> 3
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: September 19, 1997
FUJITSU LIMITED
By: /s/ Kazuto Kojima
----------------------------------------
Name: Kazuto Kojima
Title: Director and Group President
Marketing Group and International
Computer Business Group
<PAGE> 4
EXHIBIT LIST
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- --------- ------------------------------------------------------------------------- ------
<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 Amdehl Corporation(1).
(a)(9)* Text of Joint Press Release, dated August 5, 1997, issued by Fujitsu
Limited and Amdahl Corporation.
(a)(10)* Text of Press Release, dated August 14, 1997, issued by Fujitsu
Limited.
(a)(11)* Supplement, dated August 22, 1997, to Offer to Purchase, dated
August 5, 1997.
(a)(12)* Revised form of Letter of Transmittal.
(a)(13)* Revised form of Letter from Lehman Brothers, Inc. to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(14)* Revised form of Letter from Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to Clients.
(a)(15)* Revised form of Notice of Guaranteed Delivery.
(a)(16)* Text of Joint Press Release, dated August 20, 1997, issued by
Fujitsu Limited and Amdahl Corporation.
(a)(17)* Text of Joint Press Release, dated August 22, 1997, issued by Fujitsu
Limited and Amdahl Corporation.
(a)(18)* Text of Press Release, dated September 10, 1997, issued by Fujitsu
Limited.
(a)(19)* Text of Press Release, dated September 15, 1997, issued by Fujitsu
Limited.
(a)(20) Text of Press Release, dated September 19, 1997, issued by Fujitsu
Limited.
(a)(21) Text of Press Release, dated September 19, 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.
(c)(6)* Memorandum of Understanding, dated August 20, 1997.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
</TABLE>
- ---------------
* 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.
<PAGE> 1
EXHIBIT (a)(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
FUJITSU COMPLETES AMDAHL TENDER OFFER AND MERGER
TOKYO, JAPAN AND SUNNYVALE, CALIF., USA -- SEPTEMBER 19, 1997 - FUJITSU
LIMITED (TSE: 6702) today announced the successful completion of its cash tender
offer to acquire all of the outstanding shares of Amdahl Corporation (AMEX:AMH)
not already owned by Fujitsu, and the related merger transaction.
Fujitsu's subsidiary, Fujitsu International, Inc., purchased 67,260,426
validly tendered Amdahl shares and has merged with and into Amdahl, making
Amdahl a wholly owned subsidiary of Fujitsu.
Fujitsu said that after purchasing the tendered shares on Thursday,
September 18, for $12.40 per share, Fujitsu and its affiliates owned 97 percent
of the outstanding shares of Amdahl.
The merger was completed on Thursday, September 18, according to the
short-form merger provisions of the Delaware General Corporation Law. In the
merger, each share of Amdahl's common stock not held by Fujitsu or Fujitsu
International (other than shares as to which appraisal rights are perfected) was
converted into the right to receive $12.40 in cash. Stockholders who did not
tender their shares in the offer will receive a letter of transmittal with
instructions for receiving the $12.40 per-share cash payment.
"We are truly pleased to have Amdahl now a full-fledged member of the
Fujitsu group of companies," said Tadashi Sekizawa, president and
representative director of Fujitsu. "We now look forward to the exciting and
challenging work of developing the many opportunities between us for technology
and product growth," he added.
# # #
<PAGE> 1
EXHIBIT (a)(21)
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
- ---------------------
Fujitsu Reports Revised Number of Amdahl Shares Purchased
Tokyo, Japan and Sunnyvale, Calif., USA--September 19, 1997--Fujitsu Limited
(TSE: 6702) today said its depositary has given it a revised number for total
shares of Amdahl Corporation (AMEX:AMH) purchased through its tender offer. The
revised figure is 67,208,526 shares.
###
