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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 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 (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 $12.00 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, 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 under the heading "Antitrust":
Parent advised the Company that on August 11, 1997 the U.S. Department
of Justice and the Federal Trade Commission granted the Parent early termination
of the waiting period under the HSR Act. 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 15 to this Statement and is 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 15 Press Release, dated August 14, 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.
August 14, 1997 AMDAHL CORPORATION
By: /s/ John C. Lewis
________________________________
John C. Lewis
Chairman of the Board, President and
Chief Executive Officer
2.
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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
</TABLE>
* Previously filed.
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EXHIBIT 15
PRESS RELEASE
Contact: For Fujitsu Limited
Korendo Shiotsuki
General Manager, NY Office
(212) 265-5360
or
Sitrick And Company
Michael Sitrick
Donna K.H. Walters
(310) 788-2850
For Amdahl Corporation
Investor Relations
William Stewart
Director of Financial and
Public Relations
(408) 746-6076
FUJITSU GRANTED EARLY TERMINATION OF ANTITRUST WAITING PERIOD
SUNNYVALE, CALIFORNIA -- AUGUST 14, 1997 -- Fujitsu Limited (TSE: 6702)
announced today that, in connection with its previously announced tender offer
to acquire all the outstanding shares of Amdahl Corporation that it does not
currently own, the U.S. Department of Justice and the Federal Trade Commission
have granted Fujitsu early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Early termination of the waiting period indicates that those government
agencies do not intend to oppose the tender offer and related merger on
antitrust grounds. Such early termination of the waiting period also satisfies
one of the conditions of the tender offer agreement between Fujitsu and Amdahl,
announced July 30. The tender offer, for $12 per share, is still subject to
certain other conditions and is scheduled to expire at 5 p.m. New York City
time, September 5, 1997, unless extended.
