<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT (AMENDMENT NO. 2) PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCHEDULE 13D/A
(AMENDMENT NO. 4)
(PURSUANT TO SECTION 13(d)
OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
AMDAHL CORPORATION
(ISSUER)
FUJITSU INTERNATIONAL, INC.
FUJITSU LIMITED
(BIDDERS)
------------------------
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
------------------------
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- --------------------------------------------------------------------------------
$943,019,665 $188,604
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* For purposes of calculating the filing fee only. This calculation assumes
(i) the purchase of (x) 123,067,004 shares of common stock, par value $.05
per share, of the subject company ("Shares") issued and outstanding as of
August 20, 1997, according to the subject company, less 51,811,664 Shares
owned by the Purchaser and its affiliates, and (y) options to purchase
4,794,633 Shares issued and outstanding as of August 20, 1997 that will
vest prior to the expiration of the Offer and that have exercise prices of
less than $12.40, and (ii) the offer price of $12.40 per Share.
** The amount of the filing fee, calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, is equal to 1/50 of 1% of
the Transaction Valuation.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: $182,228 FILING PARTY: Fujitsu Limited
FORM or REGISTRATION NO.: Schedule 14D-1 DATE FILED: August 5, 1997
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<PAGE> 2
This Amendment No. 2 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. 4 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, 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 (the "Supplement"), 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 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented by reference to the
Introduction and Section 1 of the Supplement which are incorporated herein by
reference.
Item 1(c) is hereby amended and supplemented by reference to Section
5 of the Supplement which is incorporated herein by reference.
ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 is hereby amended and supplemented by reference to "SPECIAL
FACTORS -- Background of the Offer and Merger; Past Contacts, Transactions and
Negotiations with the Company" of the Supplement which is incorporated herein
by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) is hereby amended and supplemented by reference to "SPECIAL
FACTORS -- Financing the Offer and the Merger" of the Supplement which is
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a) is hereby amended and supplemented by reference to "SPECIAL
FACTORS -- Interests of Certain Persons in the Offer and the Merger" and
"SPECIAL FACTORS -- Beneficial Ownership of Shares" of the Supplement which are
incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by reference to "SPECIAL
FACTORS -- Background of the Offer and the Merger; Past Contacts, Transactions
and Negotiations with the Company" of the Supplement which is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (e) are hereby amended and supplemented by
reference to "SPECIAL FACTORS -- Background of the Offer and the Merger; Past
Contracts; Transactions and Negotiations with the Company" and Section 11 of
the Supplement which are herein incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(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.
(c)(6) Memorandum of Understanding, dated August 20, 1997.
<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: August 22, 1997
FUJITSU LIMITED
By: /s/ Kazuto Kojima
------------------------------------
Name: Kazuto Kojima
Title: Director and Group President
Marketing Group and International
Computer Business Group
FUJITSU INTERNATIONAL, INC.
By: /s/ Kazuto Kojima
------------------------------------
Name: Kazuto Kojima
Title: President
<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)* 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.
(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>
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* 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
SUPPLEMENT TO THE OFFER TO PURCHASE DATED AUGUST 5, 1997
FUJITSU INTERNATIONAL, INC.
A WHOLLY OWNED SUBSIDIARY OF
FUJITSU LIMITED
HAS INCREASED THE PRICE OF ITS
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
AMDAHL CORPORATION
TO
$12.40 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, SEPTEMBER 12, 1997, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES THAT, WHEN ADDED TO THOSE SHARES HELD BY FUJITSU LIMITED (THE "PARENT")
AS OF THE EXPIRATION OF THE OFFER, REPRESENTS AT LEAST 51% OF THE OUTSTANDING
SHARES, (II) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD
UNDER THE EXON-FLORIO ACT, AND (III) RECEIPT OF ANY REQUISITE APPROVALS OF THE
EUROPEAN COMMISSION AND THE BANK OF JAPAN. THE OFFER ALSO IS SUBJECT TO THE
OTHER TERMS AND CONDITIONS DESCRIBED IN THE OFFER TO PURCHASE AND THIS
SUPPLEMENT. SEE SECTIONS 10 AND 11 OF THE OFFER TO PURCHASE AND THIS SUPPLEMENT.
THE BOARD OF DIRECTORS OF AMDAHL CORPORATION (THE "COMPANY"), ACTING THROUGH
THE MEMBERS OF THE BOARD WHO ARE INDEPENDENT OF THE PARENT AND FUJITSU
INTERNATIONAL, INC. (THE "PURCHASER") AND WHO CONSTITUTE A MAJORITY OF THE
DIRECTORS IN OFFICE, HAS UNANIMOUSLY APPROVED THE OFFER, AS AMENDED, THE MERGER
AND THE MERGER AGREEMENT DESCRIBED IN THE OFFER TO PURCHASE AND HEREIN AND
UNANIMOUSLY DETERMINED THAT THE OFFER, AS AMENDED, THE MERGER AND THE MERGER
AGREEMENT ARE FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY AND THE COMPANY'S
STOCKHOLDERS (OTHER THAN THE PARENT AND ITS AFFILIATES) AND UNANIMOUSLY
RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES TO THE PURCHASER.
------------------------
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
shares of common stock, par value $.05 per share (the "Shares") of the Company
should either (i) complete and sign the Letter of Transmittal which accompanies
the Offer to Purchase or this Supplement (or a facsimile thereof) in accordance
with the instructions in such Letter of Transmittal, have such stockholder's
signature thereon guaranteed if required by Instruction 1 to such Letter of
Transmittal, and mail or deliver such Letter of Transmittal (or such facsimile)
and any other required documents together with the certificates for such Shares
to the Depositary, or tender such Shares pursuant to the procedure for
book-entry transfer set forth in Section 3 of the Offer to Purchase, or (ii)
request such stockholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such stockholder. A stockholder
having Shares registered in the name of a broker, dealer, commercial bank, trust
company or other nominee must contact such broker, dealer, commercial bank,
trust company or other nominee if such stockholder desires to tender such
Shares.
A stockholder who desires to tender Shares and whose certificates evidencing
such Shares are not immediately available, or who cannot comply with the
procedures for book-entry transfer described in the Offer to Purchase on a
timely basis, may tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3 of the Offer to Purchase.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth on the back cover of the Offer to Purchase or this Supplement.
Additional copies of the Offer to Purchase, this Supplement, the revised
(yellow) Letter of Transmittal, the revised (beige) Notice of Guaranteed
Delivery and other related materials may be obtained from the Information Agent
or from brokers, dealers, commercial banks or trust companies.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE FAIRNESS OR MERITS OF THIS TRANSACTION OR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
------------------------
The Dealer Manager for the Offer is:
LEHMAN BROTHERS
------------------------
August 22, 1997
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION.......................................................................... 1
SPECIAL FACTORS....................................................................... 3
Background of the Offer and the Merger; Past Contacts, Transactions and Negotiations
with the Company................................................................. 3
Opinion of Financial Advisor to the Disinterested Board............................. 4
Interests of Certain Persons in the Offer and the Merger............................ 4
Beneficial Ownership of Shares...................................................... 6
Financing the Offer and the Merger.................................................. 7
THE TENDER OFFER...................................................................... 7
Section 1. Terms of the Offer....................................................... 7
Section 3. Procedure for Tendering Shares........................................... 7
Section 5. Price Range of Shares; Dividends......................................... 8
Section 7. Certain Information Concerning the Company............................... 8
Section 10. Certain Conditions to the Offer......................................... 8
Section 11. Certain Legal Matters; Regulatory Approvals............................. 8
Section 12. Fees and Expenses....................................................... 10
Section 13. Miscellaneous........................................................... 10
EXHIBIT I Consolidated Financial Statements (unaudited) of the Company for the 6
months ended June 27, 1997
</TABLE>
ii
<PAGE> 3
To the Holders of Common Stock of
AMDAHL CORPORATION:
INTRODUCTION
The following information amends and supplements the Offer to Purchase
dated August 5, 1997 (the "Offer to Purchase") of Fujitsu International, Inc.
(the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of
Fujitsu Limited, a corporation organized under the laws of Japan (the "Parent").
Pursuant to this Supplement, the Purchaser is now offering 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 (the "Offer Price"), without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase, as amended and supplemented by this Supplement, and in the revised
Letter of Transmittal (which together, as amended or supplemented from time to
time, constitute the "Offer").
EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT, THE TERMS AND CONDITIONS
PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE REMAIN APPLICABLE IN ALL RESPECTS
TO THE OFFER, AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER
TO PURCHASE. UNLESS THE CONTEXT REQUIRES OTHERWISE, TERMS NOT DEFINED HEREIN
HAVE THE MEANINGS ASCRIBED TO THEM IN THE OFFER TO PURCHASE.
Procedures for tendering Shares are set forth in Section 3 of the Offer to
Purchase and this Supplement. Tendering stockholders may use either the original
(blue) Letter of Transmittal and the original (grey) Notice of Guaranteed
Delivery previously circulated with the Offer to Purchase, or the revised
(yellow) Letter of Transmittal and the revised (beige) Notice of Guaranteed
Delivery circulated with this Supplement. While the original (blue) Letter of
Transmittal refers only to the Offer to Purchase dated August 5, 1997,
stockholders using such document to tender their Shares will nevertheless
receive $12.40 net per Share for each Share validly tendered and not properly
withdrawn and accepted for payment pursuant to the Offer, subject to the
conditions of the Offer. References made herein to the Letter of Transmittal and
the Notice of Guaranteed Delivery shall include references to both the original
and revised versions of such documents as circulated with the Offer to Purchase
and this Supplement, respectively.
SHARES PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN CONSTITUTE
VALID TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS ARE NOT REQUIRED TO TAKE
ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE INCREASED
OFFER PRICE OF $12.40 NET PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID
FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE
GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED. SEE SECTION 3 OF
THIS SUPPLEMENT. SEE SECTION 4 OF THE OFFER TO PURCHASE FOR THE PROCEDURES FOR
WITHDRAWING SHARES TENDERED PURSUANT TO THE OFFER.
The discussion set forth in the Introduction of the Offer to Purchase is
hereby amended and supplemented as follows:
In the Merger, at the Effective Time, each issued and outstanding Share
(except for shares held in the treasury of the Company or by any subsidiary
thereof, Shares registered in the name of the Parent or the Purchaser, and
Shares held by stockholders who shall have properly demanded and perfected
appraisal rights in accordance with Section 262 of the DGCL) will automatically
be canceled and converted into the right to receive $12.40 in cash (or any
higher per Share price paid for Shares pursuant to the Offer), net to the
holder, without interest. See "SPECIAL FACTORS -- The Merger Agreement."
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THE SATISFACTION OR
WAIVER OF THE MINIMUM CONDITION, (II) THE EXPIRATION OR TERMINATION OF ANY
APPLICABLE WAITING PERIOD UNDER THE EXON-FLORIO ACT, AND (III) RECEIPT
<PAGE> 4
OF ANY REQUISITE APPROVALS OF THE EUROPEAN COMMISSION AND THE BANK OF JAPAN. THE
OFFER ALSO IS SUBJECT TO THE OTHER TERMS AND CONDITIONS DESCRIBED IN THE OFFER
TO PURCHASE. AS DESCRIBED IN SECTIONS 10 AND 11 OF THE OFFER TO PURCHASE, THE
OFFER IS ALSO CONDITIONED UPON THE EXPIRATION OR TERMINATION OF ANY APPLICABLE
WAITING PERIOD UNDER THE HSR ACT. THIS CONDITION WAS SATISFIED ON AUGUST 11,
1997, WHEN THE U.S. DEPARTMENT OF JUSTICE AND THE FEDERAL TRADE COMMISSION
GRANTED THE PARENT EARLY TERMINATION OF THE WAITING PERIOD UNDER THE HSR ACT.
SEE SECTIONS 10 AND 11 OF THE OFFER TO PURCHASE AND THIS SUPPLEMENT.
The Company has advised the Purchaser that, as of August 20, 1997, (i) the
number of Shares issued and outstanding was 123,067,004, (ii) there were
outstanding options (the "Options") to purchase an aggregate of 10,175,038
Shares held under the Company Option Plans and (iii) 5,433,019 Shares were
available for issuance under the Company's Stock Purchase Plan. As of August 20,
1997, all of the executive officers and directors of the Company as a group
owned 697,014 Shares and held Options to purchase 1,810,698 Shares (whether or
not vested). The Company has advised the Purchaser that, to the best of the
Company's knowledge, and subject to applicable securities laws, all of the
directors constituting the Disinterested Board and all of the executive officers
of the Company presently intend to tender pursuant to the Offer all Shares owned
by such persons. See "SPECIAL FACTORS -- Interest of Certain Persons in the
Offer and the Merger." Accordingly, based on issued and outstanding Shares,
including those held by executive officers and directors of the Company (as
described above), and on outstanding options to purchase Shares that will vest
prior to the Expiration Date (assuming the Offer expires on September 12, 1997
and assuming the exercise of those options with exercise prices less than
$12.40), in each case as of August 20, 1997, the Minimum Condition will be
satisfied if, in addition to the Shares held by the executive officers and
directors of the Company, approximately 11,691,422 Shares are validly tendered
in the Offer and not withdrawn.
THE OFFER TO PURCHASE, THIS SUPPLEMENT, AND THE RELATED LETTER OF
TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
2
<PAGE> 5
SPECIAL FACTORS
BACKGROUND OF THE OFFER AND MERGER; PAST CONTACTS, TRANSACTIONS AND NEGOTIATIONS
WITH THE COMPANY
The last sentence of the last paragraph on page 3 of the Offer to Purchase
under the caption "SPECIAL FACTORS -- Background of the Offer and the Merger,
Past Contacts, Transactions and Negotiations with the Company -- Relationship
Between the Company and the Parent and its Subsidiaries" is hereby amended and
restated to read as follows:
Currently the Parent holds 51,811,664 Shares, representing 42.10% of the
outstanding Shares (based on the number of Shares outstanding on August 20,
1997, as advised by the Company).
The fifth paragraph on page 9 of the Offer to Purchase under the caption
"SPECIAL FACTORS -- Background of the Offer and the Merger; Past Contacts,
Transactions and Negotiations with the Company -- Background and Negotiations
relating to the Offer and the Merger" is hereby amended and restated to read as
follows:
At a meeting of the Disinterested Board held on July 15, 1997, Morgan
Stanley reported their preliminary estimates of valuation based on the analysis
that Morgan Stanley was asked on July 8, 1997 to perform. These estimates were
based on, among other things, financial projections prepared by the Company on
July 3, 1997 for use in connection with this transaction (the "July 3
Projections") and a risk analysis prepared by the Company and Morgan Stanley
designed to quantify various risks associated with achieving the July 3
Projections. Morgan Stanley at that time noted that it was unlikely that a
spin-off of either the products business or the software and services business,
could be effected on a tax-free basis, nor could any such spin-off be effected
without the support of the Parent. In addition, Morgan Stanley noted that the
value of the products business depended on assumptions concerning new or
additional financial responsibilities and contractual agreements that might be
undertaken by the Parent and that the value of the software and services
business was adversely impacted by its recent unprofitability.
The second full paragraph on page 11 of the Offer to Purchase under the
caption "SPECIAL FACTORS -- Background of the Offer and the Merger; Past
Contacts, Transactions and Negotiations with the Company -- Background and
Negotiations relating to the Offer and the Merger" is hereby amended and
restated to read as follows:
At a telephonic meeting of the Disinterested Board held at 6 a.m.
(California time) on July 30, 1997, Morgan Stanley reviewed in detail its
financial analysis of the proposed Offer and Merger. As described in the section
entitled "Opinion of Financial Advisor to the Disinterested Board," Morgan
Stanley's financial analysis of the proposed Offer and Merger was based, in
part, on various financial and operating scenarios prepared by the Company's
management and its advisors. These scenarios included the July 3 Projections,
the risk analysis described above prepared by the Company and Morgan Stanley,
and a sensitivity analysis prepared by Morgan Stanley based, in part, on the
July 3 Projections and using estimates of projected industry performance. The
sensitivity analysis projected the least favorable financial performance for the
Company. See "Opinion of Financial Advisor to the Disinterested Board." At the
conclusion of its presentation, Morgan Stanley delivered to the Disinterested
Board its oral opinion (which was subsequently confirmed in writing) to the
effect that the proposed consideration to be received by the Company's
stockholders (other than the Parent and its affiliates) in the Offer and the
Merger is fair from a financial point of view to the stockholders (other than
the Parent and its affiliates). Morgan Stanley's opinion regarding fairness from
a financial point of view rested in part on "implied valuation ranges," which
reflected Morgan Stanley's judgment as applied to various valuation
methodologies. See "Opinion of Financial Advisor to the Disinterested Board."
Overall, these valuations generally produced ranges from $7.00 to $13.00. In
comparing the Company to other companies, Morgan Stanley used multiples from
certain publicly traded computer hardware companies, as described in the section
headed "Opinion of Financial Advisor to the Disinterested Board." The
Disinterested Board also reviewed the draft of the Merger Agreement that had
been distributed to them by facsimile. The Disinterested Board heard a legal
presentation by a representative of Brobeck with respect to its members'
fiduciary duties and the terms of the proposed Offer and Merger. The
Disinterested Board discussed the terms of the Merger Agreement and requested
certain changes, which were subsequently agreed to by the Parent.
3
<PAGE> 6
Based on such discussions, presentations and opinion, the Disinterested Board
unanimously (i) approved the Offer, the Merger and the Merger Agreement, in
substantially the form presented to the Disinterested Board, and the
transactions contemplated by the Merger Agreement, (ii) determined that the
terms of the Offer and the Merger are fair to and in the best interests of the
Company and its stockholders (other than the Parent and its affiliates) and
(iii) recommended that the Company's stockholders accept the Offer and tender
their Shares pursuant to the Offer and approve and adopt the Merger Agreement
and the transactions contemplated thereby.
The sixth paragraph on page 11 of the Offer to Purchase under the caption
"SPECIAL FACTORS -- Background of the Offer and the Merger; Past Contacts,
Transactions and Negotiations with the Company" is hereby amended and restated
to read as follows:
Certain Litigation. Shortly after the July 30, 1997 public announcement
that the Parent proposed to acquire those Shares of the Company that it did not
already own, several putative class actions were filed in various courts
challenging the fairness of the proposed transaction to the Company
stockholders. After the filing of such actions, counsel for the plaintiffs and
counsel for the defendants in such actions engaged in expedited discovery for
the purposes of preparing for a hearing on plaintiffs' request for preliminary
injunctive relief. During this discovery period, counsel for the plaintiffs and
counsel for the defendants engaged in extensive discussions regarding the
possibility of settling such actions. On August 20, 1997, the parties reached an
agreement-in-principle concerning the proposed settlement of certain of such
actions. Pursuant to such agreement-in-principle, the Purchaser has elected
under the Merger Agreement to increase the Offer Price from $12.00 per Share to
$12.40 per Share. See Section 11.
OPINION OF FINANCIAL ADVISOR TO THE DISINTERESTED BOARD
The first sentence of the first full paragraph on page 18 of the Offer to
Purchase is hereby amended and restated to read as follows:
Pursuant to a letter agreement dated July 1, 1997, the Company has agreed
to pay Morgan Stanley a transaction fee, payable upon consummation of the
Merger, of approximately $4.1 million, which is based on the consideration to be
received by the holders of Shares other than the Parent and the Purchaser.
INTERESTS OF CERTAIN PERSONS IN THE OFFER AND THE MERGER
The last sentence of the fourth full paragraph on page 23 of the Offer to
Purchase under the immediately foregoing caption is hereby amended and restated
to read as follows:
Such former directors included Mr. Keizo Fukagawa, who currently holds
options to purchase 15,000 Shares, all of which are currently vested, of which
5,000 are exercisable for an exercise price over $12.40 per Share, while 5,000
are exercisable for $12.1875 per Share and 5,000 are exercisable for $7.125 per
Share; and Mr. Kazuto Kojima, who currently holds (a) options to purchase 5,000
Shares at an exercise price of $5.3125 per Share, exercisable for a period of
three months commencing on June 29, 1997, and (b) options to purchase 2,500
Shares at an exercise price of $12.1875 per Share and options to purchase 5,000
Shares at exercise prices above $12.40 per Share, exercisable for a period of
six months commencing on June 29, 1997.
The last two sentences of the carry-over paragraph at the top of page 24 of
the Offer to Purchase under the subcaption "Interests of Board Members with
Respect to Compensation and Shares" is hereby amended and restated to read as
follows:
Of these, options to purchase 70,000 Shares are exercisable at a price
which is above the Offer Price and will, therefore, not give rise to the right
to receive such excess. See "-- The Merger Agreement -- Effects on Securities;
Stock Options and Stock Participation Plans."
The first paragraph and the table appearing immediately thereafter on page
25 of the Offer to Purchase are hereby amended and restated to read as follows:
To the knowledge of the Company, as of August 20, 1997, the current
directors and officers of the Company, as a group, beneficially owned, directly
or indirectly, or exercise control or direction over 697,014
4
<PAGE> 7
Shares, not including unexercised options, representing approximately 0.6% of
the outstanding Shares. The directors and executive officers of the Company will
be entitled to receive, as contemplated by the Merger Agreement, cash payments
in the manner set forth in the table below (see "-- The Merger Agreement --
Effects on Securities; Stock Options and Stock Participation Plan"):
Shares and Option Amounts with Respect to the Company's Directors and Executive
Officers
<TABLE>
<CAPTION>
VALUE OF
OPTIONS RESTRICTED
CONVERTED TO CASH STOCK AND
AT TIME OF OFFER AND OPTIONS TO BE
DOLLAR MERGER PAID IN CASH
OWNED AMOUNT AT ----------------------- AT A LATER TOTAL CASH
NAME SHARES* OFFER PRICE SHARES DOLLARS DATE CONSIDERATION
- -------------------------- ---------- ------------- ------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John C. Lewis............. 164,115 $2,035,026.00 258,000 $1,514,137.50 $1,561,210.00 $5,110,373.50
David L. Anderson......... 20,943 259,693.20 122,250 797,228.12 248,865.63 1,305,786.95
Michael R. Carabetta...... 1,116 13,838.40 16,900 48,253.75 252,633.75 314,725.90
William F. Ferone......... 12,387 153,598.80 133,000 992,543.74 239,726.83 1,385,869.37
William Flanagan.......... 8,551 106,032.40 78,150 517,269.37 242,975.63 866,277.40
Charles E. Fonner......... 7,625 94,550.00 46,650 344,263.12 133,653.13 572,466.25
Gregory R. Grodhaus....... 0 0.00 0 0.00 311,578.13 311,578.13
Orval J. Nutt............. 1,144 14,185.60 116,500 740,256.25 108,537.50 862,979.35
Michael J. Poehner........ 4,543** 56,333.20 31,400 197,872.50 206,125.00 460,330.70
Anthony M. Pozos.......... 53,094 658,365.60 184,450 1,143,670.62 236,465.63 2,038,501.85
William R. Riley.......... 4,384 54,361.60 20,100 137,633.74 204,187.50 396,182.84
Bruce J. Ryan............. 16,751 207,712.40 36,250 208,015.62 929,916.88 1,345,644.90
Ernest B. Thompson........ 229 2,839.60 55,300 413,801.25 68,558.75 485,199.60
David B. Wright........... 26,312 326,268.80 104,550 735,616.87 774,116.88 1,836,002.55
Michael R. Hallman........ 0 0.00 10,000 19,468.75 0.00 19,468.75
E.F. Heizer, Jr........... 8,000 99,200.00 16,000 53,431.25 0.00 152,631.25
Burton G. Malkiel,
Ph.D.................... 1,052*** 13,044.80 16,000 53,431.25 0.00 66,476.05
George R. Packard,
Ph.D.................... 1,000 12,400.00 15,000 45,843.75 0.00 58,243.75
Walter B. Reinhold........ 78,605 974,702.00 16,000 53,431.25 0.00 1,028,133.25
J. Sidney Webb............ 4,000 49,600.00 16,000 53,431.25 0.00 103,031.25
</TABLE>
This table does not include options with an exercise price greater than $12.40.
- ---------------
* Does not include Restricted Stock.
** Does not include 900 shares held by Mr. Poehner as custodian for his two
children. Mr. Poehner has sole voting and investment power over these
shares.
*** Does not include 1,000 shares held by the Jonathan P. Malkiel Trust of which
Dr. Malkiel is a trustee with shared voting, but sole investment power.
5
<PAGE> 8
BENEFICIAL OWNERSHIP OF SHARES
The first paragraph and the table appearing immediately thereafter on page
27 of the Offer to Purchase under the immediately foregoing caption are hereby
amended and restated to read as follows:
The following table sets forth certain information, as of August 20, 1997,
regarding the ownership of Shares by each person known by the Company to be the
beneficial owner of more than 5% of the outstanding Shares, as well as each
director of the Company, certain other officers of the Company and all executive
officers and directors of the Company as a group:
<TABLE>
<CAPTION>
SHARES BENEFICIALLY APPROXIMATE
NAME OWNED(1) PERCENT OWNED(2)
- ------------------------------------------------------------- ------------------- ----------------
<S> <C> <C>
John C. Lewis................................................ 643,490 *
Michael R. Hallman........................................... 15,000 *
E. F. Heizer, Jr............................................. 37,000 *
Burton G. Malkiel, Ph.D...................................... 31,052** *
George R. Packard, Ph.D...................................... 29,000 *
Walter B. Reinhold........................................... 107,605 *
J. Sidney Webb............................................... 33,000 *
William F. Ferone............................................ 135,450 *
Michael J. Poehner........................................... 36,343*** *
Bruce J. Ryan................................................ 102,551 *
David B. Wright.............................................. 154,012 *
All directors and executive officers as a group (20
persons)................................................... 2,003,914 1.6%
Fujitsu Limited.............................................. 51,811,664 42.1%
The Prudential Insurance Company of America.................. 10,352,218 8.4%
1751 Broad Street
Newark, New Jersey 07102-3777
</TABLE>
- ---------------
* Less than 1%.
** Includes 1,000 Shares held by the Jonathan P. Malkiel Trust, of which Dr.
Malkiel is a trustee with shared voting, but sole investment, power.
*** Includes 900 Shares (450 each) held by Mr. Poehner as custodian for his two
children. Mr. Poehner has sole voting and investment power over these
shares.
(1) The Company has advised the Parent and the Purchaser that it believes that
all beneficial owners named in the table have sole voting and investment
power with respect to the Shares they beneficially own. The figures include
Shares that could be purchased by exercise of options within 60 days of July
30, 1997 (including options which have exercise prices above $12.40) as held
by: Mr. Lewis, 369,600 Shares; Mr. Hallman, 15,000 Shares; Mr. Heizer,
29,000 Shares; Dr. Malkiel, 29,000 Shares; Dr. Packard, 28,000 Shares; Mr.
Reinhold, 29,000 Shares; Mr. Webb, 29,000 Shares; Mr. Ferone, 113,800
Shares; Mr. Poehner, 23,400 Shares; Mr. Ryan, 36,250 Shares; Mr. Wright,
82,150 Shares; and all directors and executive officers as a group,
1,309,900 Shares.
(2) Percent of the 123,067,004 Shares outstanding as of August 20, 1997,
counting as outstanding for each named person all Shares issuable to such
person on exercise of Options that are included in the first column.
6
<PAGE> 9
FINANCING THE OFFER AND THE MERGER
The second full paragraph on page 33 of the Offer to Purchase under the
immediately foregoing caption is hereby amended and restated to read as follows:
The Purchaser estimates that the total amount of funds required to purchase
all Shares validly tendered pursuant to the Offer, to consummate the Merger and
to pay all related costs and expenses will be approximately $957 million.
THE TENDER OFFER
SECTION 1. TERMS OF THE OFFER.
The second sentence of the first paragraph on page 38 of the Offer to
Purchase under the immediately foregoing captions is hereby amended and restated
to read as follows:
The Expiration Date has been extended to 5:00 p.m., New York City Time, on
Friday, September 12, 1997, and the term "Expiration Date" means such date and
time unless and until the Purchaser, in its sole discretion or pursuant to the
terms of the Merger Agreement, shall have extended the period of time during
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date at which the Offer, as so extended by the Purchaser,
shall expire.
The second paragraph on page 38 of the Offer to Purchase under the
foregoing captions is hereby amended and supplemented by adding the following
sentence:
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.
SECTION 3. PROCEDURE FOR TENDERING SHARES.
The discussion set forth on pages 41 through 43 of the Offer to Purchase
under the immediately foregoing caption is hereby amended and supplemented as
follows:
The revised (yellow) Letter of Transmittal, and the revised (beige) Notice
of Guaranteed Delivery, distributed with this Supplement may be used to tender
Shares. Tendering stockholders may also continue to use the (blue) Letter of
Transmittal and the (gray) Notice of Guaranteed Delivery previously distributed
with the Offer to Purchase to tender Shares in order to receive the increased
price of $12.40 net per Share pursuant to the amended Offer.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE
OFFER AND NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH SHARES
FOR PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY FURTHER ACTION IN
ORDER TO RECEIVE THE INCREASED PRICE OF $12.40 NET PER SHARE PURSUANT TO THE
AMENDED OFFER, IF SHARES ARE ACCEPTED FOR PAYMENT.
7
<PAGE> 10
SECTION 5. PRICE RANGE OF SHARES; DIVIDENDS.
The discussion set forth on page 44 of the Offer to Purchase under the
immediately foregoing caption is hereby amended and supplemented as follows:
The high and low last reported sales quotations per Share on the AMEX for
the third quarter of fiscal 1997 (through August 21, 1997), as reported in
published financial sources, were 12 1/4 and 8 13/16. On August 21, 1997, the
last full trading day prior to the date of this Supplement, the last reported
sales quotation of the Shares on the AMEX was $12 1/4 per Share.
SECTION 7. CERTAIN INFORMATION CONCERNING THE COMPANY.
The discussion set forth on pages 45 through 50 of the Offer to Purchase
under the immediately foregoing caption is hereby amended and supplemented as
follows:
Exhibit I to this Supplement sets forth the consolidated financial
information (unaudited) relating to the Company and its subsidiaries for the 6
months ended June 27, 1997 which has been excerpted or derived from the
financial statements contained in the Company's Quarterly Report on Form 10-Q
for the quarter ended June 27, 1997 (the "2Q 1997 Form 10-Q"). More
comprehensive financial information is included in the 2Q 1997 Form 10-Q and
other documents as filed by the Company with the SEC. The financial information
contained in Exhibit I to this Supplement is qualified in its entirety by
reference to such 2Q 1997 Form 10-Q and such other documents, including the
financial statements and related notes contained therein. The 2Q 1997 Form 10-Q
and such other documents may be examined and copies may be obtained from the
offices of the SEC in the manner set forth below.
The carryover paragraph appearing at the bottom of page 47 and the top of
page 48 of the Offer to Purchase under the foregoing caption is amended and
supplemented as follows:
Book value as of June 27, 1997 was $4.96 per Share. The ratio of earnings
to fixed charges for the quarter ended June 27, 1997 is not relevant for the
Company, given that the Company had negative earnings in such period.
SECTION 10. CERTAIN CONDITIONS TO THE OFFER.
The discussion set forth on pages 52 through 54 of the Offer to Purchase
under the immediately foregoing caption is hereby amended and supplemented as
follows:
The condition to the Offer related to the HSR Act was satisfied on August
11, 1997, when the U.S. Department of Justice and the FTC granted the Parent
early termination of the waiting period under the HSR Act.
The condition to the Offer related to the Competition Act (Canada) was
satisfied on August 14, 1997, when the Canadian Director issued an ARC to the
Parent.
SECTION 11. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
Antitrust.
The second full paragraph on page 55 of the Offer to Purchase under the
immediately foregoing captions is hereby amended and supplemented by adding the
following sentence:
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.
Competition Act and Investment Canada Act.
The second full paragraph on page 57 of the Offer to Purchase under the
immediately foregoing caption is hereby amended and supplemented by adding the
following sentence:
On August 14, 1997, the Canadian Director issued an ARC to the Parent.
8
<PAGE> 11
European Union Regulation.
The first sentence of the fifth full paragraph on page 57 of the Offer to
Purchase under the immediately foregoing caption is hereby amended and restated
to read as follows:
The Parent filed a notification with the European Commission in accordance
with the Merger Regulation on August 5, 1997.
Litigation.
The first and second paragraphs on page 59 of the Offer to Purchase under
the immediately foregoing caption are hereby amended and restated to read as
follows:
Shortly after the July 30, 1997 public announcement that the Parent
proposed to acquire those Shares of the Company that it did not already own,
several putative class actions were filed in the Delaware Court of Chancery and
in the California Superior Court for the County of Santa Clara challenging the
fairness of the proposed transaction to Company stockholders. Cases filed in the
Delaware Court of Chancery as of August 19, 1997 are: Lopez v. Amdahl Corp., et
al. (Civ. Act. No. 15833NC), filed July 30, 1997; Kaltman v. Lewis, et al. (Civ.
Act. No. 15834NC), filed July 30, 1997; Uzzo v. Lewis, et al. (Civ. Act. No.
15837), filed July 31, 1997; O'Shea v. Kojima, et al. (Civ. Act. No. 15838),
filed July 31, 1997; Gachot & Gachot, Inc. v. Amdahl Corp., et al. (Civ. Act.
No. 15839), filed July 31, 1997; Crandon Capital Partners v. Lewis, et al. (Civ.
Act. No. 15840), filed July 31, 1997; Bodakian v. Amdahl Corp., et al. (Civ.
Act. No. 15841), filed July 31, 1997; McCeady v. Amdahl Corp. (Civ. Act. No.
15845), filed July 31, 1997; Zicherman v. Lewis, et al. (Civ. Act. No. 15847NC),
filed August 1, 1997; Halebian v. Lewis, et al. (Civ. Act. No. 15850NC), filed
August 1, 1997; Cohen v. Amdahl Corp., et al. (Civ. Act. No. 15851NC), filed
August 4, 1997, and Millet v. Amdahl Corp., et al. (Civ. Act. No. 15857), filed
August 5, 1997. Cases filed in the California Superior Court for the County of
Santa Clara as of August 1, 1997 are: Lacoff v. Amdahl Corp., et al. (Case No.
CV767860), filed July 30, 1997; and Silverman v. Amdahl Corp., et al. (Case No.
CV767896), filed August 1, 1997.
In substance, the complaints allege that because of the Parent's ownership
of approximately 42% of the Company, the relationship between the Parent and the
Company and the alleged control of the Parent over the Company's officers and
directors, the Parent dictated the terms of the transaction and that those terms
do not reflect the fair value of the Company. The complaints also allege that
the defendants -- the Parent, the Company and several individuals serving as
officers or directors of one or more of those companies -- possess material
non-public information regarding the fair value of the Company and breached
their fiduciary and other duties to the public stockholders of the Company by
failing to take adequate steps to determine the fair value of the Company or to
condition the Offer on acceptance by holders of a majority of the Shares held by
persons other than the Parent and its affiliates. The relief sought by the
plaintiffs includes an injunction against the acquisition of Shares by the
Parent; an injunction requiring that certain steps be taken to evaluate the
value of the Company; a declaration that defendants have breached their
fiduciary and other duties; an accounting for damages; compensatory and/or
rescissionary damages; costs of suit; and attorneys' and experts' fees in
unspecified amounts.
By Order dated August 8, 1997, the Delaware Court of Chancery granted a
motion for expedited discovery by the plaintiffs in several of the Delaware
actions and set a hearing for a motion for a preliminary injunction in several
of the Delaware actions on August 28, 1997, at 11:00 a.m. On August 11, 1997,
the California Superior Court in the Lacoff and Silverman actions entered Orders
holding proceedings in abeyance pending a decision by the Delaware Court of
Chancery on plaintiffs' motion for a preliminary injunction in several of the
Delaware actions.
Following the filing of such actions, counsel for the plaintiffs and
counsel for the defendants in such actions engaged in expedited discovery for
the purposes of preparing for a hearing on plaintiffs' request for preliminary
injunctive relief. During this discovery period, counsel for the plaintiffs and
counsel for the defendants engaged in extensive discussions regarding the
possibility of settling such actions.
On August 20, 1997, counsel for the plaintiffs in certain of such actions
entered into a Memorandum of Understanding ("MOU") with counsel for the
defendants providing for a proposed settlement of such actions.
9
<PAGE> 12
The MOU provides for, among other things, (i) the filing of a consolidated
amended complaint in Delaware and the dismissal of the actions in California,
(ii) the creation of a settlement class composed of certain owners of Shares,
(iii) the increase in the Offer Price to $12.40 per Share from $12.00 per Share,
(iv) certain disclosure to be disseminated to stockholders of the Company (such
disclosure is included in this Supplement), (v) the certification of the
consolidated actions, for settlement purposes only, as a class action, and such
action to be dismissed with prejudice, (vi) a release of the defendants and
others, (vii) defendants' agreement not to oppose an application by plaintiffs'
counsel for an award of fees not exceeding $7 million and $250,000 in expenses,
and (viii) the option of the Parent and the Purchaser to withdraw from the
settlement if the holders of more than 20% of the Shares owned at the time of
the Merger by persons other than the defendants demand appraisal rights. The MOU
and the proposed settlement are conditioned on, among other things, final
approval by the Delaware Chancery Court. The foregoing description of the MOU is
qualified in its entirety by reference to the text of the MOU, which has been
filed as an exhibit to the Schedule 14D-1.
SECTION 12. FEES AND EXPENSES.
The discussion set forth on pages 59 and 60 of the Offer to Purchase under
the immediately foregoing caption is hereby amended and supplemented as follows:
In addition to the expenses described above, pursuant to the MOU, the
defendants in the actions described therein have agreed not to oppose an
application by plaintiffs' counsel for an award of fees not exceeding $7 million
and $250,000 in expenses to be paid by the Company, the Purchaser or the Parent.
SECTION 13. MISCELLANEOUS.
The discussion set forth on page 60 of the Offer to Purchase under the
immediately foregoing caption is hereby amended and supplemented as follows:
The Parent and the Purchaser have filed with the SEC amendments to the
Schedule 14D-1, together with exhibits, pursuant to Section 14(d)(1) of the
Exchange Act and Rule 14d-3 promulgated thereunder, furnishing certain
additional information with respect to the Offer and may file further amendments
thereto. The Parent, the Purchaser and the Company have filed with the SEC
amendments to the Schedule 13E-3, together with exhibits, pursuant to Rule 13e-3
under the Exchange Act, furnishing certain additional information with respect
to the Offer and may file further amendments thereto. In addition, the Company
has filed with the SEC amendments to the Schedule 14D-9 pursuant to Rule 14d-9
under the Exchange Act, together with exhibits and may file further amendments
thereto. Such Schedule 14D-1, Schedule 13E-3 and Schedule 14D-9, including
exhibits and any and all amendments thereto, may be inspected at, and copies may
be obtained from, the same places and in the same manner as set forth in Section
7 of the Offer to Purchase (except that they will not be available at the
regional offices of the SEC).
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PARENT OR THE PURCHASER OTHER THAN AS CONTAINED
IN THE OFFER TO PURCHASE, THIS SUPPLEMENT OR IN THE LETTER OF TRANSMITTAL AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE PURCHASER OR THE PARENT.
Except as modified by this Supplement and any amendments to the Schedule
14D-1, the terms and conditions set forth in the Offer to Purchase remain
applicable in all respects to the Offer, and this Supplement should be read in
conjunction with the Offer to Purchase and the revised (yellow) Letter of
Transmittal.
Fujitsu International, Inc.
August 22, 1997
10
<PAGE> 13
EXHIBIT I
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 6 MONTHS ENDED JUNE 27, 1997
(UNAUDITED)
The following information has been excerpted or derived from the financial
statements contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 27, 1997, filed with the SEC on August 11, 1997.
I-1
<PAGE> 14
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 27, 1997 AND DECEMBER 27, 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Current assets:
Cash and cash equivalents......................................... $ 126,893 $ 134,646
Restricted cash................................................... -- 57,126
Short-term investments............................................ 184,002 210,671
Receivables, net of allowances.................................... 425,986 498,851
Inventories --
Purchased materials............................................ 17,610 30,766
Systems in process............................................. 28,130 26,407
Finished goods................................................. 42,969 71,582
Prepaid expenses and deferred tax benefit......................... 64,020 86,360
---------- ----------
Total current assets...................................... 889,610 1,116,409
---------- ----------
Long-term receivables and other assets.............................. 38,429 33,647
---------- ----------
Property and equipment, at cost:
Leased systems.................................................... 29,336 41,582
System spares..................................................... 345,465 368,209
Production and data processing equipment.......................... 327,743 318,527
Office furniture, equipment, and improvements..................... 144,788 140,050
Land and buildings................................................ 78,426 82,318
---------- ----------
925,758 950,686
Less -- Accumulated depreciation and amortization................. (683,959) (705,723)
---------- ----------
Property and equipment, net............................... 241,799 244,963
---------- ----------
Excess of cost over net assets acquired, net of amortization........ 201,798 201,385
---------- ----------
$1,371,636 $1,596,404
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and short-term debt................................. $ 42,162 $ 45,053
Short-term debt -- stockholder (Fujitsu Limited).................. 80,000 80,000
Accounts payable.................................................. 112,111 141,697
Accounts payable -- stockholder (Fujitsu Limited)................. 24,911 68,625
Accrued liabilities............................................... 397,117 541,743
---------- ----------
Total current liabilities................................. 656,301 877,118
---------- ----------
Long-term liabilities............................................... 48,140 43,663
---------- ----------
Deferred income taxes............................................... 57,812 62,375
---------- ----------
Stockholders' equity:
Common stock, $.05 par value
Authorized -- 200,000,000 shares Outstanding -- 122,780,000 shares
in 1997 and 121,753,000 shares in 1996.............................. 6,139 6,088
Additional paid-in capital........................................ 563,041 555,690
Retained earnings................................................. 35,395 44,313
Cumulative translation adjustments................................ 7,005 9,300
Unrealized holding losses on securities........................... (2,197) (2,143)
---------- ----------
Total stockholders' equity................................ 609,383 613,248
---------- ----------
$1,371,636 $1,596,404
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
I-2
<PAGE> 15
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER COMMON SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
-----------------------------------
JUNE 27, 1997 JUNE 28, 1996
--------------- ---------------
<S> <C> <C>
REVENUES
Equipment sales................................................ $ 129,636 $ 106,395
Service, software and other.................................... 308,840 276,459
-------- --------
438,476 382,854
-------- --------
COST OF REVENUES
Equipment sales................................................ 80,030 252,350
Service, software and other.................................... 251,611 207,398
-------- --------
331,641 459,748
-------- --------
Gross margin................................................... 106,835 (76,894)
-------- --------
OPERATING EXPENSES
Engineering and development.................................... 24,121 32,198
Marketing, general and administrative.......................... 80,988 103,621
Purchased in-process engineering and development............... -- 20,700
-------- --------
105,109 156,519
-------- --------
Income (loss) from operations.................................. 1,726 (233,413)
-------- --------
INTEREST
Income......................................................... 4,333 7,503
Expense........................................................ (1,972) (2,526)
-------- --------
2,361 4,977
-------- --------
Income (loss) before provision for income taxes................ 4,087 (228,436)
PROVISION FOR INCOME TAXES....................................... 2,000 21,000
-------- --------
NET INCOME (LOSS)................................................ $ 2,087 $(249,436)
======== ========
PER COMMON SHARE AMOUNTS
Net income (loss).............................................. $ .02 $ (2.07)
======== ========
Average outstanding shares..................................... 124,774 120,221
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
I-3
<PAGE> 16
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER COMMON SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
-------------------------------
JUNE 27, 1997 JUNE 28, 1996
------------- -------------
<S> <C> <C>
REVENUES
Equipment sales.................................................. $ 242,503 $ 200,859
Service, software and other...................................... 588,878 499,023
-------- ---------
831,381 699,882
-------- ---------
COST OF REVENUES
Equipment sales.................................................. 151,567 337,934
Service, software and other...................................... 471,217 366,260
-------- ---------
622,784 704,194
-------- ---------
Gross margin..................................................... 208,597 (4,312)
-------- ---------
OPERATING EXPENSES
Engineering and development...................................... 48,795 62,761
Marketing, general and administrative............................ 168,215 199,974
Purchased in-process engineering and development................. -- 20,700
-------- ---------
217,010 283,435
-------- ---------
Loss from operations............................................. (8,413) (287,747)
-------- ---------
INTEREST
Income........................................................... 9,322 15,899
Expense.......................................................... (4,827) (4,742)
-------- ---------
4,495 11,157
-------- ---------
Loss before provision for income taxes........................... (3,918) (276,590)
PROVISION FOR INCOME TAXES......................................... 5,000 11,369
-------- ---------
NET LOSS........................................................... $ (8,918) $(287,959)
======== =========
PER COMMON SHARE AMOUNTS:
Net loss......................................................... $ (.07) $ (2.40)
======== =========
Average outstanding shares....................................... 122,353 119,894
======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
I-4
<PAGE> 17
AMDAHL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
-------------------------------
JUNE 27, 1997 JUNE 28, 1996
------------- -------------
<S> <C> <C>
Cash and cash equivalents at beginning of period.................... $ 134,646 $ 192,980
-------- ---------
Cash flows from operating activities:
Net loss.......................................................... (8,918) (287,959)
Adjustments to reconcile net loss to net cash provided by (used
for) operating activities:
Depreciation and amortization.................................. 46,506 49,154
Purchased in-process engineering and development............... -- 20,700
Write-down of processor inventories and lease systems to
market........................................................ -- 130,000
Deferred income tax provision.................................. (4,563) 4,831
Loss (gain) on dispositions of assets.......................... (373) 318
Changes in assets and liabilities net of effects of business
acquisitions:
Decrease in receivables........................................... 68,243 28,446
Decrease in inventories........................................... 20,312 63,078
(Increase) decrease in prepaid expenses and deferred tax
benefit........................................................ 20,302 (6,239)
Increase in long-term receivables and other assets................ (4,614) (4,932)
Decrease in accounts payable...................................... (71,725) (13,848)
Decrease in accrued liabilities................................... (72,144) (8,214)
Increase (decrease) in long-term liabilities...................... 7,303 (3,203)
-------- ---------
Net cash provided by (used for) operating activities................ 329 (27,868)
-------- ---------
Cash flows from investing activities:
Purchases of available-for-sale short-term investments............ (64,386) (108,493)
Proceeds from sales of available-for-sale short-term
investments.................................................... 63,556 265,029
Proceeds from maturities of short-term investments................ 84,580 --
Payment of business acquisitions, net of cash acquired............ (3,327) (67,005)
Payment of acquisition price payable to Trecom.................... (65,209) --
Capital expenditures:
Leased systems.................................................... (2,584) (26,131)
System spares..................................................... (10,848) (5,825)
Other property and equipment...................................... (17,891) (22,739)
Proceeds from property and equipment sales.......................... 8,537 2,701
-------- ---------
Net cash provided by (used for) investing activities................ (7,572) 37,537
-------- ---------
Cash flows from financing activities:
Decrease in notes payable and short-term debt..................... (3,486) (3,994)
Repayments of long-term borrowings................................ (2,480) (1,042)
Sale of common stock and exercise of options...................... 7,402 6,160
-------- ---------
Net cash provided by financing activities................. 1,436 1,124
-------- ---------
Effect of exchange rate changes on cash............................. (1,946) (1,833)
-------- ---------
Net increase (decrease) in cash and cash equivalents...... (7,753) 8,960
-------- ---------
Cash and cash equivalents at end of period.......................... $ 126,893 $ 201,940
======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
I-5
<PAGE> 18
AMDAHL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying interim financial statements and related notes should be
read in conjunction with the financial statements and related notes included in
the Company's 1996 Annual Report to Stockholders.
RELATIONSHIP WITH FUJITSU LIMITED
During the second quarter of 1997 the Company recognized equipment sales to
Fujitsu Limited (Fujitsu) under distributorship and other arrangements which
contributed $1,700,000 to equipment sales compared to $1,830,000 in the second
quarter of 1996 ($6,854,000 and $9,316,000 for the first six months of 1997 and
1996, respectively).
Fujitsu reimburses Amdahl for certain specific engineering development
activities performed by Amdahl from time to time related to products which are
being jointly developed by Amdahl and Fujitsu. In connection with these
development efforts, Amdahl recorded $6,832,000 as an offset to engineering and
development expenses in the second quarter of 1997, compared to $6,200,000 in
the second quarter of 1996 ($15,735,000 and $12,400,000 for the first six months
of 1997 and 1996, respectively).
In March 1997 Amdahl granted Fujitsu a license for certain storage system
software for use in conjunction with Fujitsu's proprietary operating system for
$4,700,000. This amount was recognized in first quarter 1997 as software
revenue. In addition, Fujitsu has agreed to pay Amdahl a total of $18,200,000
during 1997 in compensation for changes requested by Fujitsu to development
schedules for storage products currently being developed by Fujitsu for the
Company under existing joint development programs. Of this compensation, the
Company recorded $6,000,000 as an offset to engineering and development expenses
in the second quarter of 1997 ($12,200,000 for the first six months of 1997, of
which 6,000,000 was recorded as an offset to engineering and development
expenses and $6,200,000 was recorded as an offset to equipment cost of
revenues).
Amounts due from Fujitsu and their subsidiaries included in receivables
were $24,218,000 and $43,906,000 as of June 27,1997 and December 27, 1996,
respectively.
At June 27, 1997 and December 27, 1996, $80,000,000 was outstanding under
the loan agreement with Fujitsu. The terms of the loan were renegotiated in
January 1997, and the full amount is payable in January 1998. Interest expense
associated with the loan was $1,400,000 and $1,364,000 in the second quarters of
1997 and 1996, respectively ($2,775,000 and $2,922,000 in the first six months
of 1997 and 1996, respectively).
SUPPLEMENTARY CASH FLOW DISCLOSURE
Income taxes of $9,525,000 (net of taxes refunded of $557,000) were paid by
the Company in the first six months of 1997, and income taxes of $3,162,000 (net
of taxes refunded of $7,021,000) were paid by the Company in the first six
months of 1996. Interest paid on all borrowings was $4,713,000 and $4,842,000
for the first six months of 1997 and 1996, respectively.
NONCASH INVESTING ACTIVITIES
Net inventory capitalized into property, plant and equipment was $7,002,000
in the second quarter of 1997, compared to a net transfer of Amdahl-manufactured
systems from net property, plant and equipment to inventories of $3,771,000 in
the second quarter of 1996. Net inventory capitalized into property, plant and
equipment was $19,603,000 in the first six months of 1997 and $3,174,000 in the
first six months of 1996.
I-6
<PAGE> 19
AMDAHL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
BUSINESS ACQUISITIONS
On April 16, 1997, Amdahl's professional services company, DMR Trecom,
Inc., acquired William J. Kelley & Co., Inc. (Kelley), a Boston-based
information technology firm. Under the stock purchase agreement, $3 million of
the purchase price was paid in April 1997 and $2.1 million is payable without
interest in April 1998. The present value of the aggregate purchase price at the
acquisition date, including acquisition costs, was $5.5 million.
The acquisition was accounted for using the purchase method of accounting.
Accordingly, a portion of the purchase price was allocated to the net assets
acquired based on their estimated fair values.
SUBSEQUENT EVENTS
On July 30, 1997 the Company and Fujitsu entered into a merger agreement
whereby Fujitsu, through one of its subsidiaries, will purchase for $12.00 per
share in cash all outstanding shares of Amdahl stock not currently owned by
Fujitsu for approximately $850 million. The merger agreement was unanimously
approved by the Amdahl directors who are unaffiliated with Fujitsu.
In accordance with the agreement, Fujitsu commenced a tender offer on
Tuesday, August 5, 1997. The tender offer is scheduled to expire at 5:00 p.m.
EDT, Friday, September 5, 1997, unless extended. Pursuant to the merger
agreement, if the tender offer is consummated, Fujitsu will be obligated to
acquire any remaining Amdahl shares in a cash merger at the same price as the
tender offer. Fujitsu currently owns approximately 42 percent of Amdahl's
shares. The tender offer is subject to several conditions, including the tender
of a minimum number of shares that, when added to Fujitsu's existing 42 percent
stake, will represent 51 percent of the outstanding Amdahl shares on a fully
diluted basis, and other customary conditions. The merger agreement further
provides that upon acquisition of the minimum number of shares by Fujitsu's
subsidiary, that subsidiary will be merged with and into the Company, and the
separate corporate existence of the subsidiary shall cease with Amdahl
continuing as the surviving corporation.
Shortly after the July 30, 1997 public announcement that Fujitsu proposed
to acquire those shares of the Company that it did not already own, several
putative class actions were filed in the Delaware Court of Chancery and in the
California Superior Court for the County of Santa Clara challenging the fairness
of the proposed transaction to Company stockholders. Cases filed in the Delaware
Court of Chancery as of August 1, 1997 are: Lopez v. Amdahl Corp., et al. (Civ.
Act. No. 15833NC), filed July 30, 1997; Kaltman v. Lewis, et al. (Civ. Act. No.
15834NC), filed July 30, 1997; Uzzo v. Lewis, et al. (Civ. Act. No. 15837, filed
July 31, 1997; O'Shea v. Kojima, et al. (Civ. Act. No. 15838), filed July 31,
1997; Gachot & Gachot, Inc. v. Amdahl Corp., et al. (Civ. Act. No. 15839), filed
July 31, 1997; Crandon Capital Partners v. Lewis, et al. (Civ. Act. No. 15840),
filed July 31, 1997; Bodakian v. Amdahl Corp., et al. (Civ. Act. No. 15841),
filed July 31, 1997; McCeady v. Amdahl Corp. (Civ. Act. No. 15845), filed July
31, 1997; Zicherman v. Lewis, et al. (Civ. Act. No. 15847NC), filed August 1,
1997 and Halebian v. Lewis, et al. (Civ. Act. No. 15850NC), filed August 1,
1997. Cases filed in the California Superior Court for the county of Santa Clara
as of August 1, 1997 are: Lacoff v. Amdahl Corp., et al. (Case No. CV767860),
filed July 30, 1997; and Silverman v. Amdahl Corp., et al. (Case No. CV767896),
filed August 1, 1997. In substance, the complaints allege that because of
Fujitsu's ownership of approximately 42% of the Company, the relationship
between Fujitsu and the Company and the alleged control of Fujitsu over the
Company's officers and directors, Fujitsu dictated the terms of the transaction
and that those terms do not reflect the fair value of the Company. The
complaints also allege that the defendants -- Fujitsu, the Company and several
individuals serving as officers or directors of one or more of those
companies -- possess material non-public information regarding the fair value of
the Company and breached their fiduciary and other duties to the public
stockholders of the Company by failing to take adequate steps to determine the
fair value of the Company or to condition the offer on acceptance by holders of
a majority of the shares held by persons other than Fujitsu and its affiliates.
The relief sought by the
I-7
<PAGE> 20
AMDAHL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
plaintiffs includes an injunction against the acquisition of shares by Fujitsu;
an injunction requiring that certain steps be taken to evaluate the value of the
Company; a declaration that defendants have breached their fiduciary and other
duties; an accounting for damages; compensatory and/or rescissionary damages;
costs of suit; and attorneys' and experts' fees in unspecified amounts. The
Company believes, and understands that Fujitsu believes, that all of these suits
are without merit and intends to vigorously defend such suits.
On May 5, 1997 a jury rendered a verdict in favor of one of the Company's
suppliers in the amount of $3.8 million as a result of a lawsuit arising out of
a contract dispute. The Company was also liable for interest and attorneys' fees
but was entitled to a credit for equipment returned by the Company and either
resold or utilized by the supplier for other purposes. Pursuant to a settlement
and release agreement, the Company made a final payment to the supplier of $4.8
million on July 22, 1997. Full provision for the settlement and related legal
costs have been recognized in the Company's financial statements.
NEW ACCOUNTING STANDARDS
In February 1997 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 128, Earnings per Share,
which will be adopted by the Company in the fourth quarter of 1997. SFAS No. 128
requires companies to compute net income per share under two different methods,
basic and diluted, and to disclose the methodology used for the calculation. If
SFAS No. 128 had been applied by the Company during the second quarter and six
months ended June 27, 1997 and June 28, 1996, basic net income per share and
diluted net income per share would not have changed from what has been reported.
In July 1997 the Statement of Financial Accounting Standards (SFAS) No.
130, Reporting Comprehensive Income, was issued and is effective for fiscal
years ending after December 15, 1997. The adoption of SFAS No. 130 is not
expected to have a material effect on the financial statements.
I-8
<PAGE> 21
The Depositary for the Offer is:
THE BANK OF NEW YORK
<TABLE>
<S> <C>
BY MAIL: BY HAND OR OVERNIGHT COURIER:
The Bank of New York The Bank of New York
Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
Facsimile for Eligible Institutions: (212) 815-6213
To Confirm by Telephone: (800) 507-9357
Questions or requests for assistance may be directed to the Information
Agent at its address and telephone numbers listed below or to the Dealer Manager
at its address and telephone numbers listed below. Additional copies of the
Offer to Purchase, this Supplement, the revised (yellow) Letter of Transmittal
and the revised (beige) Notice of Guaranteed Delivery may be obtained from the
Information Agent. A stockholder may also contact brokers, dealers, commercial
banks or trust companies for assistance concerning the Offer.
The Information Agent for the Offer is:
LOGO
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (call collect)
OR
CALL TOLL FREE (800) 322-2885
The Dealer Manager for the Offer is:
LEHMAN BROTHERS
3 World Financial Center
New York, NY 10285
(212) 526-2415 or (212) 526-5266
<PAGE> 1
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
AMDAHL CORPORATION
PURSUANT TO THE OFFER TO PURCHASE DATED AUGUST 5, 1997
AND THE SUPPLEMENT THERETO DATED AUGUST 22, 1997
OF
FUJITSU INTERNATIONAL, INC.
A WHOLLY OWNED SUBSIDIARY OF
FUJITSU LIMITED
THIS OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 12, 1997, UNLESS THE OFFER
IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
By Mail:
The Bank of New York
Tender & Exchange Department
P.O. Box 11248
Church Street Station
New York, New York 10286-1248
By Hand or Overnight Courier:
The Bank of New York
Tender & Exchange Department
101 Barclay Street
Receive and Deliver Window
New York, New York 10286
By Facsimile for Eligible Institutions:
(212) 815-6213
Confirmation by Telephone:
(800) 507-9357
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS
LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9
PROVIDED BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
- ---------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDERS(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S)
APPEAR(S) ON SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES EVIDENCED
BY
SHARE CERTIFICATE SHARE NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
======================================================
------------------------------------------------------
======================================================
TOTAL SHARES
</TABLE>
- --------------------------------------------------------------------------------
* Need not be completed by stockholders delivering Shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced
by each Share Certificate (as defined below) delivered to the Depositary
are being tendered hereby. See Instruction 4.
- --------------------------------------------------------------------------------
<PAGE> 2
This revised Letter of Transmittal or the previously circulated (blue)
Letter of Transmittal is to be completed by stockholders of Amdahl Corporation,
a Delaware corporation (the "Company"), if certificates ("Share Certificates")
evidencing Shares (as defined below) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase (as defined below), as
amended and supplemented by the supplement thereto dated August 22, 1997 (the
"Supplement")) is utilized, if delivery of Shares is to be made by book-entry
transfer to the Depositary's account at The Depository Trust Company ("DTC") or
the Philadelphia Depository Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to the book-entry
transfer procedures set forth in the Offer to Purchase. DELIVERY OF DOCUMENTS TO
A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
SHARES PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN CONSTITUTE
VALID TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS ARE NOT REQUIRED TO TAKE
ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES IN ORDER TO RECEIVE THE INCREASED
OFFER PRICE OF $12.40 NET PER SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID
FOR BY THE PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY THE
GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS UTILIZED.
Stockholders whose Share Certificates are not immediately available or who
cannot deliver their Share Certificates and all other documents required hereby
to the Depositary by the Expiration Date (as defined in the Offer to Purchase),
or who cannot comply with the book-entry transfer procedures on a timely basis,
may nevertheless tender their Shares pursuant to the guaranteed delivery
procedure set forth in the Offer to Purchase. See Instruction 2.
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Check Box of Applicable Book-Entry Transfer Facility:
(check one) [ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
Account Number:
Transaction Code Number:
[ ] CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
Window Ticket Number (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
2
<PAGE> 3
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Fujitsu International, Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Fujitsu Limited,
a corporation organized and existing under the laws of Japan (the "Parent"), the
above-described shares of common stock, par value $.05 per share (the "Shares"),
of Amdahl Corporation, a Delaware corporation (the "Company"), pursuant to the
Purchaser's offer to purchase all of the outstanding Shares at a purchase price
of $12.40 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated August
5, 1997 (the "Offer to Purchase") and the Supplement (receipt of each of which
is hereby acknowledged), and in this Letter of Transmittal (which, together with
the Offer to Purchase and the Supplement and any amendments or supplements
thereto or hereto, constitute the "Offer").
Subject to and effective upon acceptance for payment of and payment for the
Shares tendered herewith, the undersigned hereby sells, assigns and transfers to
or upon the order of the Purchaser all right, title and interest in and to all
the Shares that are being tendered hereby and all dividends, distributions
(including, without limitation, distributions of additional Shares) and rights
declared, paid or distributed in respect of such Shares on or after July 30,
1997 (collectively, "Distributions"), and irrevocably appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Shares and all Distributions, with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (i) deliver Share Certificates evidencing such Shares and all
Distributions, or transfer ownership of such Shares and all Distributions on the
account books maintained by any of the Book-Entry Transfer Facilities, together,
in any such case, with all accompanying evidences of transfer and authenticity,
to or upon the order of the Purchaser, (ii) present such Shares and all
Distributions for transfer on the books of the Company and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares and all Distributions, all in accordance with the terms of and subject to
the conditions to the Offer.
The undersigned hereby irrevocably appoints each designee of the Purchaser
as the attorney and proxy of the undersigned, each with full power of
substitution, to exercise all voting and other rights of the undersigned in such
manner as each such attorney and proxy or his or her substitute shall, in his or
her sole judgment, deem proper and otherwise act (by written consent or
otherwise) with respect to all of the Shares tendered hereby which have been
accepted for payment by the Purchaser prior to the time of any vote or other
action (and all Shares and other securities issued in Distributions in respect
of such Shares), at any meeting of stockholders of the Company (whether annual
or special and whether or not an adjourned meeting) or consent in lieu of
meeting or otherwise. This power of attorney and proxy are irrevocable, are
coupled with an interest in the Shares tendered hereby, and are granted in
consideration of, and effective upon, the acceptance for payment of such Shares
by the Purchaser in accordance with the terms of the Offer. Such acceptance for
payment shall revoke all other proxies, written consents or powers of attorney
granted by the undersigned at any time with respect to such Shares (and all
Shares and other securities issued in Distributions in respect of such Shares),
and no subsequent proxy or power of attorney will be given or written consent
executed by the undersigned (and if given or executed, will not be deemed
effective) with respect thereto. The undersigned understands that the Purchaser
reserves the right to require that, in order for Shares to be deemed validly
tendered, immediately upon the Purchaser's acceptance of such Shares for payment
the Purchaser must be able to exercise full voting, consent and other rights
with respect to such Shares and all Distributions, including, without
limitation, voting at any meeting of the Company's stockholders then scheduled.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, and that when such Shares are accepted
for payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto and to all Distributions, free and clear of all
liens, restrictions, charges and encumbrances, and that none of such Shares and
Distributions will be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Depositary
or the Purchaser to be necessary or desirable to complete the sale, assignment
and transfer of the Shares tendered hereby and all Distributions. In addition,
the undersigned shall remit and transfer promptly to the Depositary for the
account of the Purchaser all Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, the Purchaser shall be
entitled to all rights and privileges as owner of each such Distribution and may
withhold the entire purchase price of the Shares tendered hereby, or deduct from
such purchase price, the amount or value of such Distributions as determined by
the Purchaser in its sole discretion.
3
<PAGE> 4
No authority herein conferred or agreed to be conferred shall be affected
by, and all such authority shall survive, the death or incapacity of the
undersigned. All obligations of the undersigned hereunder shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in the Offer to Purchase and in the instructions hereto
will constitute the undersigned's acceptance of the terms and conditions of the
Offer. The Purchaser's acceptance of such Shares for payment will constitute a
binding agreement between the undersigned and the Purchaser upon the terms and
subject to the conditions of the Offer.
Unless otherwise indicated in the box entitled "Special Payment
Instructions," please issue the check for the purchase price of any Shares
purchased, and return any Share Certificates evidencing any Shares not tendered
or not purchased, in the name(s) of the registered holder(s) appearing above
under "Description of Shares Tendered." Similarly, unless otherwise indicated in
the box entitled "Special Delivery Instructions," please mail the check for the
purchase price of any Shares purchased and return any certificates for Shares
not tendered or not purchased (and accompanying documents, as appropriate) to
the address(es) of the registered holder(s) appearing above under "Description
of Shares Tendered." In the event that the boxes entitled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of any Shares purchased and return any
Share Certificates evidencing any Shares not tendered or not purchased in the
name(s) of, and mail said check and any certificates to, the person(s) so
indicated. Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please credit any Shares tendered hereby and delivered by
book-entry transfer, but which are not purchased, by crediting the account at
the Book-Entry Transfer Facility designated above. The undersigned recognizes
that the Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder(s)
thereof if the Purchaser does not accept for payment any of the Shares so
tendered.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, or the Share Certificates evidencing Shares not tendered or not
purchased, are to be issued in the name of someone other than the undersigned,
or if Shares tendered hereby and delivered by book-entry transfer which are not
purchased are to be returned by credit to an account at one of the Book-Entry
Transfer Facilities other than the account designated above.
Issue [ ] Check [ ] Share Certificate(s) to:
Name:
(PLEASE PRINT)
Address:
(INCLUDE ZIP CODE)
Taxpayer Identification or Social Security Number
(see Substitute Form W-9 on reverse side)
[ ] Credit Shares delivered by book-entry transfer and not purchased to the
account set forth below:
Check appropriate box:
[ ] DTC [ ] PDTC
Account Number:
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, or the Share Certificates evidencing Shares not tendered or not
purchased, are to be mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown above under "Description of
Shares Tendered."
Mail [ ] Check [ ] Share Certificate(s) to:
Name:
(PLEASE PRINT)
Address:
(INCLUDE ZIP CODE)
Taxpayer Identification or Social Security Number
(see Substitute Form W-9 on reverse side)
4
<PAGE> 5
IMPORTANT
STOCKHOLDERS: SIGN HERE
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
24 12
___________________________________________
___________________________________________
Signature(s) of Stockholder(s)
Dated:
- ------------------------------, 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
Certificates or on a security position listing or by a person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please provide the following information. See
Instruction 5.)
Name(s):
__
(PLEASE PRINT)
Capacity (full title): __
Address: __
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
Taxpayer Identification or
Social Security No.:
(SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE)
GUARANTY OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
Name:
(PLEASE PRINT)
Title:
Name of Firm:
Address:
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
Date:
5
<PAGE> 6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a bank, broker,
dealer, credit union, savings association or other entity that is a member in
good standing of the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program or by any other bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution," as
such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934,
as amended (each of the foregoing constituting an "Eligible Institution"),
unless (i) this Letter of Transmittal is signed by the registered holder(s)
(which term, for purposes of this document, shall include any participant in a
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Shares) of the Shares tendered hereby and such holder(s) has
(have) not completed either the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions" herein or (ii) such Shares are
tendered for the account of an Eligible Institution. If a Share Certificate is
registered in the name of a person or persons other than the person signing this
Letter of Transmittal, or if payment is to be made or delivered to, or
certificates evidencing Shares not tendered or purchased are to be issued or
returned to, a person other than the registered holder(s), then the tendered
certificates must be endorsed or accompanied by duly executed stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear on
the certificates, with the signatures on the certificates or stock powers
guaranteed by an Eligible Institution as described above. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or, unless an Agent's Message (as defined in the Offer to Purchase) is
utilized, if the delivery of Shares is to be made by book-entry transfer
pursuant to the procedures set forth in the Offer to Purchase. Certificates for
all physically delivered Shares, or a confirmation of a book-entry transfer, if
such procedure is available, into the Depositary's account at one of the
Book-Entry Transfer Facilities of all Shares delivered by book-entry transfer,
as well as a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof), with any required signature guarantees, or
an Agent's Message in the case of a book-entry delivery, and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth on the front page of this Letter of Transmittal
by the Expiration Date. If Share Certificates are forwarded to the Depositary in
multiple deliveries, a properly completed and duly executed Letter of
Transmittal must accompany each such delivery. Stockholders whose Share
Certificates are not immediately available, who cannot deliver their Share
Certificates and all other required documents to the Depositary by the
Expiration Date or who cannot complete the procedure for delivery by book-entry
transfer on a timely basis may tender their Shares pursuant to the guaranteed
delivery procedure set forth in the Offer to Purchase. Pursuant to such
procedure: (i) such tender must be made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by the Purchaser, must be received by
the Depositary prior to the Expiration Date; and (iii) the Share Certificates
for all physically delivered Shares, in proper form for transfer by delivery, or
a confirmation of a book-entry transfer into the Depositary's account at one of
the Book-Entry Transfer Facilities of all Shares delivered by book-entry
transfer, in each case together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof), with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three New York Stock
Exchange trading days after the date of execution of such Notice of Guaranteed
Delivery, all as provided in the Offer to Purchase.
The method of delivery of this Letter of Transmittal, Share Certificates
and all other required documents, including delivery through any Book-Entry
Transfer Facility, is at the option and risk of the tendering stockholder, and
the delivery will be deemed made only when actually received by the Depositary.
If delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By execution of this Letter of Transmittal
(or a facsimile hereof), all tendering stockholders waive any right to receive
any notice of the acceptance of their Shares for payment.
6
<PAGE> 7
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the Share Certificate numbers, the number of
Shares represented by such Share Certificates and the number of Shares tendered
should be listed on a separate schedule and attached thereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any Share
Certificate delivered to the Depositary herewith are to be tendered, fill in the
number of Shares which are to be tendered in the box entitled "Number of Shares
Tendered." In such case, a new Share Certificate for the remainder of the Shares
represented by the Share Certificate delivered to the Depositary will be sent to
the person(s) signing this Letter of Transmittal, unless otherwise provided in
the box entitled "Special Delivery Instructions," as promptly as practicable
following the expiration or termination of the Offer. All Shares evidenced by
Share Certificates delivered to the Depositary will be deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any other change
whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the names of
different holders, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of such
Shares.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of Share Certificates or separate stock
powers are required, unless payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be issued in the name of or returned
in the name of, any person other than the registered holder(s), in which case
the Share Certificate(s) evidencing the Shares tendered hereby must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear on such Share Certificate(s).
Signatures on any such Share Certificate(s) or stock powers must be guaranteed
by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the Share Certificate(s)
evidencing the Shares tendered hereby must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the certificates for such Shares. Signature(s)
on any such Share Certificate(s) or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Purchaser of the authority of such person so to act must be
submitted.
6. STOCK TRANSFER TAXES. The Purchaser will pay any stock transfer taxes
with respect to the sale and transfer of any Shares to it or its order pursuant
to the Offer. If, however, payment of the purchase price is to be made to, or
Share Certificate(s) evidencing Shares not tendered or not purchased are to be
returned in the name of, any person other than the registered holder(s), then
the amount of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of the transfer to
such person will be deducted from the purchase price, unless evidence
satisfactory to the Purchaser of the payment of such taxes, or exemption
therefrom, is submitted. Except as provided in this Instruction 6, it will not
be necessary for transfer tax stamps to be affixed to the Certificates listed in
this Letter of Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued, or any Share
Certificate(s) evidencing Shares not tendered or not purchased are to be issued
or returned, in the name of a person other than the person(s) signing this
Letter of Transmittal or if such check or any such Share Certificate(s) are to
be sent to someone other than the person(s) signing this Letter of Transmittal
or to the person(s) signing this Letter of Transmittal at an address other than
that shown above under "Description of Shares Tendered," the appropriate boxes
on this Letter of Transmittal must be completed. Stockholders tendering Shares
by book-entry transfer may request that Shares not purchased be credited to such
account at any of the Book-Entry Transfer Facilities as such stockholder may
designate in the box entitled "Special Payment Instructions." If no such
instructions are given, any such Shares not purchased will be returned by
crediting the same account at the Book-Entry Transfer Facilities designated
above as the account from which such Shares were delivered.
7
<PAGE> 8
8. SUBSTITUTE FORM W-9. Each tendering holder of Shares is required to
provide the Depositary with such holder's correct taxpayer identification number
("TIN") on Substitute Form W-9, which is provided below, unless an exemption
applies. In the case of such a holder who has completed the box entitled
"Special Payment Instructions," however, the correct TIN on Substitute Form W-9
should be provided for the recipient of the payment pursuant to such
Instructions. Failure to provide the information on the Substitute Form W-9 may
subject the tendering holder of Shares to penalties imposed by the Internal
Revenue Service ("IRS") and to 31% federal income tax backup withholding on the
payment of the purchase price for the Shares.
9. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Information Agent at its
address or telephone numbers set forth below or to the Dealer Manager at its
address or telephone number set forth below. Additional copies of the Offer to
Purchase, the Supplement, this Letter of Transmittal and the Notice of
Guaranteed Delivery may be obtained from the Information Agent or from brokers,
dealers, commercial banks or trust companies.
IMPORTANT TAX INFORMATION
Under the federal income tax law, a holder of Shares whose tendered Shares
are accepted for payment is required by law to provide the Depositary (as payer)
with such holder's correct TIN on Substitute Form W-9 below. The holder of
Shares must also state that (i) such holder has not been notified by the IRS
that such holder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the Internal Revenue Service has
notified such holder that such holder is no longer subject to backup
withholding. If the Depositary is not provided with the correct TIN, the holder
of Shares may be subject to penalties imposed by the IRS and payments made to
such holder may be subject to backup withholding.
Certain holders of Shares (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such individual must submit a Form W-8, signed under penalties
of perjury, attesting to such individual's exempt status. A Form W-8 can be
obtained from the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions. A stockholder should consult his or her tax advisor as to such
stockholder's qualification for an exemption from backup withholding and the
procedure for obtaining such exemption.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the holder of Shares. Backup withholding is not an
additional tax. Rather, the tax withheld pursuant to backup withholding rules
will be available as a credit against such holder's tax liabilities. If
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
WHAT NUMBER TO GIVE THE DEPOSITARY
If the holder of Shares is an individual, the correct TIN ordinarily is his
or her social security number. In other cases, the correct TIN may be the
employer identification number of the record holder of the Shares tendered
hereby. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report. If the tendering holder of Shares has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the holder should write "Applied For" in the space provided for the TIN
in Part I, and sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN within 60 days, the Depositary may
withhold 31% of all payments of the purchase price to such holder until a TIN is
provided to the Depositary.
8
<PAGE> 9
- --------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK
- --------------------------------------------------------------------------------
-----------------------------------------------------
- --------------------------------------------------------------------------------
I,2
CERTIFICATIONS -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or (b) the IRS has notified me that I am no longer subject to
backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed Guidelines.)
- --------------------------------------------------------------------------------
SIGNATURE
-------------------------------------------------------------------- DATE
----------------------------------, 199
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER TO PURCHASE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
ARE AWAITING (OR WILL SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (i) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(ii) I intend to mail or deliver an application in the near future. I
understand that, notwithstanding the information I provided in Part III of the
Substitute Form W-9 (and the fact that I have completed this Certificate of
Awaiting Taxpayer Identification Number), if I do not provide a correct TIN to
the Depositary within sixty (60) days, 31% of all reportable payments made to
me pursuant to the Offer may be withheld until I provide a number.
<TABLE>
<S> <C>
Signature Date
</TABLE>
- --------------------------------------------------------------------------------
PART I -- Taxpayer
Identification
Number --
SUBSTITUTE
For all accounts,
enter taxpayer
identification
----------------------------
Social Security Number
number in the box at
right. (For most
individuals, this is
your social security
number. If you do OR
not have a number,
see OBTAINING A
NUMFORM W-9
Employer Identification
Number
BER in the enclosed
Guidelines.) Certify
by
DEPARTMENT OF THE TREASURY
signing and dating
below.
(If awaiting TIN write
"Applied For")
INTERNAL REVENUE SERVICE
NOTE: If the account
is in more than one
name, see chart in
the enclosed
Guidelines to
deterPAYER'S REQUEST FOR TAXPAYER
mine which number to
IDENTIFICATION NUMBER (TIN)give the payer.
PART II -- For Payees Exempt from Backup
Withholding, see the enclosed Guidelines and
complete as instructed therein.
<PAGE> 10
[THIS PAGE INTENTIONALLY LEFT BLANK]
10
<PAGE> 11
[THIS PAGE INTENTIONALLY LEFT BLANK]
11
<PAGE> 12
IMPORTANT: THIS LETTER OF TRANSMITTAL OR FACSIMILE HEREOF, PROPERLY
COMPLETED AND DULY EXECUTED, OR AN AGENT'S MESSAGE IN THE CASE OF A BOOK-ENTRY
DELIVERY (TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES AND SHARE CERTIFICATES
OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A
PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER
TO PURCHASE, AS AMENDED AND SUPPLEMENTED BY THE SUPPLEMENT).
The Information Agent for the Offer is:
LOGO
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (call collect)
or
CALL TOLL FREE (800) 322-2885
The Dealer Manager for the Offer is:
LEHMAN BROTHERS
3 World Financial Center
New York, NY 10285
(212) 526-2415 or (212) 526-5266
August 22, 1997
<PAGE> 1
LEHMAN BROTHERS
3 World Financial Center
New York, NY 10285
FUJITSU INTERNATIONAL, INC.
A WHOLLY OWNED SUBSIDIARY OF
FUJITSU LIMITED
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
AMDAHL CORPORATION
TO
$12.40 NET PER SHARE
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 12, 1997,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
August 22, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Fujitsu International, Inc., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Fujitsu Limited,
a corporation organized and existing under the laws of Japan (the "Parent"), to
act as Dealer Manager in connection with the Purchaser's offer to purchase all
outstanding shares of common stock, par value $.05 per share (the "Shares"), of
Amdahl Corporation, a Delaware corporation (the "Company"), at a purchase price
of $12.40 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated August
5, 1997 (the "Offer to Purchase") as amended and supplemented by the supplement
thereto dated August 22, 1997 (the "Supplement"), and the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") enclosed herewith. The Offer is being made in connection
with the Agreement and Plan of Merger, dated as of July 30, 1997, among the
Parent, the Purchaser and the Company (the "Merger Agreement"). Please furnish
copies of the enclosed materials to those of your clients for whose accounts you
hold Shares in your name or in the name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE OF THE OFFER THAT NUMBER
OF SHARES WHICH, WHEN ADDED TO THOSE SHARES HELD BY THE PARENT AS OF THE
EXPIRATION OF THE OFFER, REPRESENTS AT LEAST 51% OF THE OUTSTANDING SHARES, (ii)
THE EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIODS UNDER THE
EXON-FLORIO ACT, AND (iii) RECEIPT OF ANY REQUISITE APPROVALS OF THE EUROPEAN
COMMISSION AND THE BANK OF JAPAN. THE OFFER ALSO IS SUBJECT TO THE OTHER TERMS
AND CONDITIONS DESCRIBED IN THE OFFER TO PURCHASE.
Enclosed herewith for your information and for forwarding to your clients
for whom you hold Shares registered in your name or in the name of your nominee,
or who hold Shares registered in their own names, are copies of the following
documents:
1. The Supplement;
2. Revised (yellow) Letter of Transmittal to tender Shares for your use and
for the information of your clients. Facsimile copies of the Letter of
Transmittal (with manual signatures) may be used to tender Shares;
<PAGE> 2
3. Revised (beige) Notice of Guaranteed Delivery for Shares to be used to
accept the Offer if certificates for Shares are not immediately available or
time will not permit all required documents to reach the Depositary by the
Expiration Date (as those terms are defined in the Offer to Purchase and the
Supplement) or if the procedure for book-entry transfer cannot be completed on a
timely basis;
4. A revised (blue) letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or the name of your nominee,
with space provided for obtaining such clients' instructions with regard to the
Offer;
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
FRIDAY, SEPTEMBER 12, 1997, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of (i) the
certificates evidencing the tendered Shares or a timely confirmation of a
book-entry transfer of such Shares into Depositary's account at one of the
Book-Entry Transfer Facilities (as defined in the Offer to Purchase); (ii) a
Letter of Transmittal (or a manually signed facsimile thereof), properly
completed and duly executed, with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase); and (iii) any other documents required under the Letter of
Transmittal.
If a holder wishes to tender Shares pursuant to the Offer, but cannot
deliver such holder's certificates or other required documents or complete the
procedures for book-entry transfer prior to the expiration of the Offer, a
tender of Shares may be effected by following the guaranteed delivery procedures
specified in the Offer to Purchase.
Neither the Purchaser nor the Parent, nor any officer, director,
stockholder, agent or other representative of the Purchaser or the Parent, will
pay any fees or commissions to any broker, dealer or other person (other than
the Dealer Manager, the Depositary and the Information Agent, as described in
the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer.
The Purchaser will, however, upon request, reimburse you for customary mailing
and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Purchaser will pay or cause to be paid any
transfer taxes payable on the transfer to it of Shares, except as otherwise
provided in the Letter of Transmittal. Backup tax withholding at a rate of 31%
may be required, however, unless the required tax identification information is
provided. See "Important Tax Information" contained in the Letter of
Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed material may be obtained by
contacting, MacKenzie Partners, Inc., the Information Agent, at its address and
telephone numbers set forth on the back cover page of the Letter of Transmittal.
Inquiries with respect to the Offer may also be addressed to Lehman Brothers
Inc. at the address and telephone numbers set forth on the back cover page of
the Offer to Purchase.
Very truly yours,
Lehman Brothers Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON TO ACT ON BEHALF OF OR AS THE AGENT OF THE PARENT, THE
PURCHASER, THE COMPANY, THE DEPOSITARY, THE INFORMATION AGENT, THE DEALER
MANAGER OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
<PAGE> 1
FUJITSU INTERNATIONAL, INC.
A WHOLLY OWNED SUBSIDIARY OF
FUJITSU LIMITED
HAS INCREASED THE PRICE OF ITS OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
AMDAHL CORPORATION
TO
$12.40 NET PER SHARE
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 12, 1997,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
To Our Clients:
Enclosed for your consideration is a supplement, dated August 22, 1997 (the
"Supplement"), to the Offer to Purchase, dated August 5, 1997 (the "Offer to
Purchase"), and the related revised (yellow) Letter of Transmittal (which,
together with the Offer to Purchase and the Supplement, in each case as amended
or supplemented from time to time, constitute the "Offer") relating to an offer
by Fujitsu International, Inc., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Fujitsu Limited, a corporation organized and existing
under the laws of Japan (the "Parent"), to purchase all outstanding shares of
common stock, par value $.05 per share (the "Shares"), of Amdahl Corporation, a
Delaware corporation (the "Company"), at a purchase price of $12.40 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer.
We are (or our nominee is) the holder of record of Shares held by us for
your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED
TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD
BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all of such
Shares held by us for your account, pursuant to the terms and conditions set
forth in the Offer.
Your attention is invited to the following:
1. The tender price is $12.40 per Share, net to the seller in cash,
without interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company, acting through the members of
the Board of Directors of the Company who are independent of the Parent and the
Purchaser and who constitute a majority of the directors in office, has
unanimously approved the Offer, as amended, the Merger (as defined in the Offer
to Purchase) and the Merger Agreement (as defined in the Offer to Purchase) and
unanimously determined that the Offer, the Merger and the Merger Agreement are
fair to and in the best interests of the Company and the Company's stockholders
(other than the Parent and its affiliates), and unanimously recommends that the
Company's stockholders accept the Offer and tender their Shares to the
Purchaser.
4. The Offer and withdrawal rights will now expire at 5:00 p.m., New York
City time, on Friday, September 12, 1997, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to the expiration of the Offer that
number of Shares which, when added to those Shares held by the Parent as of the
expiration of the Offer, represents at least 51% of the outstanding Shares, (ii)
the expiration or termination of any applicable waiting periods under the
Exon-Florio Act and (iii) receipt of any requisite approvals of the European
Commission and the Bank of Japan. The Offer also is subject to the other terms
and conditions described in the Offer to Purchase and the Supplement.
6. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes with respect to the purchase of Shares by the
Purchaser pursuant to the Offer.
<PAGE> 2
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing and returning to us the
instruction form contained in this letter. An envelope to return your
instruction to us is enclosed. If you authorize the tender of your Shares, all
such Shares will be tendered unless otherwise indicated in such instruction
form. PLEASE FORWARD YOUR INSTRUCTIONS TO US AS SOON AS POSSIBLE TO ALLOW US
AMPLE TIME TO TENDER YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
In all cases, payment for Shares tendered and accepted for payment pursuant
to the Offer will be made only after timely receipt by The Bank of New York (the
"Depositary") of (i) the certificates evidencing the tendered Shares (the "Share
Certificates"), or a timely Book-Entry Confirmation (as defined in the Offer to
Purchase) with respect to such Shares, (ii) a Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, or, in the case of a book-entry transfer effected pursuant
to the procedure set forth in the Offer to Purchase, an Agent's Message (as
defined in the Offer to Purchase), and (iii) any other documents required under
the Letter of Transmittal.
The Offer is made solely by the Offer to Purchase, the Supplement and the
related Letter of Transmittal and any supplements or amendments thereto. The
Offer is being made to all holders of Shares (other than Purchaser and the
Parent), provided that the Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any jurisdiction in which
the making of the Offer or the acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction. The Purchaser
may, in its discretion, however, take such action as it may deem necessary to
make the Offer in any jurisdiction and extend the Offer to holders of Shares in
such jurisdiction. In any jurisdiction where the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
shall be deemed to be made on behalf of the Purchaser by Lehman Brothers Inc. or
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING
SHARES OF COMMON STOCK OF AMDAHL CORPORATION BY FUJITSU INTERNATIONAL, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated August 5, 1997, the enclosed Supplement dated August 22,
1997, and the revised (yellow) Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer") in connection
with the offer by Fujitsu International, Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Fujitsu Limited, a corporation
organized and existing under the laws of Japan, to purchase all outstanding
shares of common stock, par value $.05 per share (the "Shares"), of Amdahl
Corporation, a Delaware corporation.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
- --------------------------------------------------------------------------------
Number of Shares to be Tendered:
------------------------------------- Shares*
Account Number:
-------------------------------------
Dated:
-------------------------------------, 1997
- --------------------------------------------------------------------------------
SIGN HERE
Signature(s):
------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please type or print name(s):
------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please type or print address:
------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
---------------------------------------------------------------
- --------------------------------------------------------------------------------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
- --------------------------------------------------------------------------------
<PAGE> 1
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
AMDAHL CORPORATION
TO
FUJITSU INTERNATIONAL, INC.
A WHOLLY OWNED SUBSIDIARY OF
FUJITSU LIMITED
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 12, 1997,
UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) if (i) certificates
("Share Certificates") evidencing shares of common stock, par value $.05 per
share (the "Shares"), of Amdahl Corporation, a Delaware corporation (the
"Company"), are not immediately available, (ii) Share Certificates and all other
required documents cannot be delivered to The Bank of New York, as Depositary
(the "Depositary"), prior to the Expiration Date (as defined in the Offer to
Purchase (defined below), as amended and supplemented by the supplement thereto
dated August 22, 1997 (the "Supplement")) or (iii) the procedure for delivery by
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand or mail or transmitted by facsimile
to the Depositary. See the Offer to Purchase, dated August 5, 1997 (the "Offer
to Purchase").
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
By Mail: By Hand or Overnight Courier:
The Bank of New York The Bank of New York
Tender & Exchange Department Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
By Facsimile for Eligible Institutions:
(212) 815-6213
Confirmation by Telephone:
(800) 507-9357
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
(as defined in the Offer to Purchase) under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to Fujitsu International, Inc., a Delaware
corporation and a wholly owned subsidiary of Fujitsu Limited, a corporation
organized and existing under the laws of Japan, upon the terms and subject to
the conditions set forth in the Offer to Purchase, the Supplement and the
related Letter of Transmittal (which together, as amended or supplemented from
time to time, constitute the "Offer"), receipt of which are hereby acknowledged,
the number of Shares specified below pursuant to the guaranteed delivery
procedures described in the Offer to Purchase.
Number of Shares:
-----------------------------
Certificate Nos. (If Available):
===================================================
Check ONE box if Shares will be
delivered by book-entry transfer:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
Account Number:
- -------------------------------
- ---------------------------------------------------
- ---------------------------------------------------
Signature(s) of Record Holder(s)
Dated:
- ------------------ , 1997
Name(s) of Holder(s):
===================================================
Please Type or Print
- ---------------------------------------------------
Address
- ---------------------------------------------------
Zip Code
- ---------------------------------------------------
Area Code and Telephone No.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Guarantee Program or the Stock Exchange Medallion Program, or a bank, broker,
dealer, credit union, savings association or other entity which is an "eligible
guarantor institution," as such term is defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees the delivery to
the Depositary of the Shares tendered hereby, together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile(s)
thereof) and any other required documents, or an Agent's Message (as defined in
the Offer to Purchase) in the case of a book-entry delivery of Shares, all
within three New York Stock Exchange trading days after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and Share
Certificates to the Depositary within the time period shown herein. Failure to
do so could result in a financial loss for such Eligible Institution.
<TABLE>
<S> <C>
- -------------------------------------------- --------------------------------------------
NAME OF FIRM AUTHORIZED SIGNATURE
- -------------------------------------------- Name:
--------------------------------------------
ADDRESS PLEASE TYPE OR PRINT
- -------------------------------------------- --------------------------------------------
ZIP CODE TITLE
- -------------------------------------------- Dated:
----------------------------------------, 1997
AREA CODE AND TELEPHONE NO.
</TABLE>
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE> 1
EXHIBIT (a)(16)
NEWS RELEASE
FOR IMMEDIATE RELEASE
<TABLE>
<CAPTION>
<S> <C>
Contact: FOR FUJITSU:
Korendo Shiotsuki
General Manager, New York Office
(212) 265-5360
or
SITRICK AND COMPANY
Jeffrey Lloyd
Michael Sitrick
(310) 788-2850
FOR AMDAHL:
William Stewart
Vice President, Public Relations
(408) 746-6076
</TABLE>
FUJITSU AND AMDAHL ANNOUNCE SETTLEMENT OF STOCKHOLDER LAWSUITS
TOKYO, JAPAN & SUNNYVALE, CA., USA -- AUGUST 20, 1997 -- FUJITSU LIMITED
(TSE: 6702) AND AMDAHL CORPORATION (AMEX: AMH) today jointly announced that they
have reached an agreement in principle to resolve stockholder litigation filed
against the companies and against certain of Amdahl's present and former
directors in connection with Fujitsu's proposed acquisition of all outstanding
shares of Amdahl not currently owned by Fujitsu pursuant to a merger agreement
dated July 30, 1997, and subsequent tender offer.
The agreement in principle provides for an increase in the offer price to
$12.40 per share from $12.00 per share in both the tender offer and subsequent
merger, and for certain additional disclosures to be made in a supplement to the
tender offer materials. Stockholders who have already validly tendered their
shares and do not withdraw their shares will be paid $12.40 per share without
taking any further action, if shares are accepted for payment pursuant to the
tender offer.
The defendants continue to deny any wrongdoing in connection with the
tender offer and proposed merger and have agreed to amend the tender offer in
order to avoid the disruption and expense of further litigation.
Fujitsu said that it will amend and supplement the tender offer materials
to reflect these amendments and redistribute such materials to Amdahl's
stockholders.
# # #
2029 Century Park East, Suite 1750
Los Angeles, CA 90067
(310) 788-2850 FAX: (310) 788-2855
<PAGE> 1
EXHIBIT (a)(17)
FOR IMMEDIATE RELEASE
- ---------------------
Contact: FOR FUJITSU:
Korendo Shiotsuki
General Manager, New York Office
(212) 265-5360
or
SITRICK AND COMPANY
Jeffrey Lloyd
Michael Sitrick
(310) 788-2850
FOR AMDAHL:
William Stewart
Director of Financial and Public Relations
(408) 746-6076
FUJITSU AND AMDAHL ANNOUNCE FILING OF REVISED TENDER OFFER MATERIALS
AND EXTENSION OF TENDER OFFER
TOKYO, JAPAN & SUNNYVALE, CA., USA -- AUGUST 22, 1997 - FUJITSU LIMITED
(TSE: 6702) AND AMDAHL CORPORATION (AMEX: AMH) today jointly announced, in
connection with Fujitsu's proposed acquisition of all outstanding shares of
Amdahl not currently owned by Fujitsu, that Fujitsu today will file with the
Securities and Exchange Commission and will shortly thereafter begin to
distribute to Amdahl's stockholders revised tender offer materials reflecting
the increase in the offer price to $12.40 per share from $12.00 per share in
both the tender offer and the subsequent merger, and certain additional
disclosures, pursuant to the settlement of stockholder litigation which was
announced on August 20, 1997.
Fujitsu today also announced that the expiration time of the tender
offer has been extended to 5:00 p.m. EDT, Friday, September 12, 1997, unless
further extended. The expiration time is being extended to allow time for the
receipt of certain foreign regulatory approvals. Fujitsu has been informed by
the Depositary that approximately 1,453,925 shares have been tendered as of
5:00 p.m. EDT, August 21, 1997.
Stockholders who would like further information can contact MacKenzie
Partners, Inc., the Information Agent for the offer, at (800) 322-2885.
###
<PAGE> 1
EXHIBIT (c)(6)
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (the "Memorandum") is entered into by
and between the undersigned law firms on behalf of all plaintiffs in the class
action litigation generally described below (collectively, "Plaintiffs"), and
Amdahl Corporation ("Amdahl" or the "Company"), Fujitsu Limited ("Fujitsu"),
Fujitsu International, Inc. ("Fujitsu International") and the individuals named
as defendants in such litigation, including directors and former directors of
Amdahl, John C. Lewis, Michael R. Hallman, E. F. Heizer, Jr., Burton G. Malkiel,
George R. Packard, Walter B. Reinhold, J. Sidney Webb, Kazuto Kojima, Takeshi
Maruyama, Takashi Takaya, Keizo Fukagawa and Takamitsu Tsuchimoto (collectively,
"Defendants").
FACT RECITALS
A. Each of the Plaintiffs is and was as of the date of the filing of
such person's complaint herein the record and beneficial owner of shares of the
common stock of Amdahl ("Amdahl common stock").
B. The Plaintiffs in the below-referenced stockholder class actions have
challenged a tender offer (the "Offer") and merger transaction contemplated by
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 30,
1997, by and among Fujitsu, a Japanese corporation, Fujitsu International, a
wholly owned subsidiary of Fujitsu, and Amdahl, a Delaware corporation, pursuant
to which Fujitsu International offered to acquire all outstanding shares of
common stock of Amdahl in the Offer, and, following the completion of the Offer,
Fujitsu International would be merged (the "Merger") with and into the Company,
with the Company continuing as the surviving corporation and becoming a
wholly-owned subsidiary of Fujitsu.
<PAGE> 2
C. Shortly after the July 30, 1997 public announcement of the Offer,
Merger and Merger Agreement, several putative class actions were filed in the
Delaware Court of Chancery and in the California Superior Court for the County
of Santa Clara challenging the fairness of the proposed transaction to Company
stockholders. Cases filed in the Delaware Court of Chancery as of August 5, 1997
include: Lopez v. Amdahl Corp., et al. (Civ. Act. No. 15833NC), filed July 30,
1997; Kaltman v. Lewis, et al. (Civ. Act. No. 15834NC), filed July 30, 1997;
Uzzo v. Lewis, et al. (Civ. Act. No. 15837), filed July 31, 1997; O'Shea v.
Kojima, et al. (Civ. Act. No. 15838), filed July 31, 1997; Gachot & Gachot, Inc.
v. Amdahl Corp., et al. (Civ. Act. No. 15839), filed July 31, 1997; Crandon
Capital Partners v. Lewis, et al. (Civ. Act. No. 15840), filed July 31, 1997;
Bodakian v. Amdahl Corp., et al. (Civ. Act. No. 15841), filed July 31, 1997;
McCeady v. Amdahl Corp. (Civ. Act. No. 15845), filed July 31, 1997; Halebian v.
Lewis, et al. (Civ. Act. No. 15850NC), filed August 1, 1997; Cohen v. Amdahl
Corp., et al. (Civ. Act. No. 15051), filed August 4, 1997; and Millet v. Amdahl
Corp., et al. (Civ. Act. No. 15057), filed on August 5, 1997 (collectively, the
"Delaware Actions"). Cases filed in the California Superior Court for the County
of Santa Clara as of August 1, 1997 are: Lacoff v. Amdahl Corp., et al. (Case
No. CV767860), filed July 30, 1997; and Silverman v. Amdahl Corp., et al. (Case
No. CV767896), filed August 1, 1997 (collectively, the "California Actions").
D. Plaintiffs shall file a consolidated amended complaint (the "Amended
Complaint"), and agree to consolidate the Delaware Actions under the caption In
re Amdahl Corporation Shareholders Litig., Consolidated C.A. No. 15833 (the
"Consolidated Action"). Plaintiffs' counsel shall cause the California Actions
to be dismissed with prejudice, and this
2
<PAGE> 3
agreement-in-principle is contingent upon a final dismissal with prejudice of
the California Actions.
E. The complaints referred to in paragraph C above and the proposed
Amended Complaint referred to in paragraph D (hereinafter collectively the
"Actions") challenge and seek to enjoin the Offer and the consummation of the
Merger between Amdahl and Fujitsu International. Under the Merger Agreement,
subject to certain conditions, each shareholder of Amdahl would receive $12 for
each share of Amdahl stock tendered under the terms of the Offer, and any shares
of Amdahl stock not purchased in the Offer would receive $12 per share in a
second-step Merger in which Fujitsu International would be merged with and into
Amdahl.
F. In the Actions, Plaintiffs alleged, inter alia, that various of the
Defendants breached their fiduciary duties to plaintiffs in connection with the
Offer and Merger by, among other things: (i) failing to act independently to
maximize shareholder value in furtherance of the best interests of the
shareholders and the Company; (ii) failing to explore adequately all
alternatives available to the Company's stockholders; (iii) agreeing to sell the
Company to Fujitsu at an inadequate price; and (iv) inadequately disclosing to
Amdahl's shareholders the events leading up to the Offer and the Merger
Agreement and the factors relevant to the shareholders' decision whether to
tender their shares.
G. The Actions further allege that Fujitsu violated fiduciary
obligations it owed to the shareholders of Amdahl by virtue of its affiliation
with, control of and ownership interest in Amdahl by, inter alia, failing to pay
a fair price for the public shareholders' stock; failing to implement a fair
process for the purchase of the shares of Amdahl's public stockholders; and
failing to make full and accurate disclosures concerning the events leading up
to the Offer, the
3
<PAGE> 4
Merger Agreement and factors relevant to Amdahl's shareholders' decision whether
to tender their shares into the Offer.
H. After the filing of the Delaware and California Actions, Plaintiffs'
counsel and counsel for Defendants engaged in expedited discovery for the
purposes of preparing for a hearing on Plaintiffs' request for preliminary
injunctive relief. During this discovery period, counsel for Plaintiffs and
Defendants engaged in extensive and good faith discussions regarding the
possibility of settling the Litigation. On August 20, 1997, the parties to the
Litigation reached an agreement-in-principle concerning the proposed settlement
of the Litigation as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purpose And Scope Of This Memorandum. The purpose of this Memorandum
is to set forth the agreement-in-principle of the parties to the Consolidated
Action with respect to the matters addressed below. However, the obligations of
the parties pursuant to this Memorandum are subject to modifications, if
necessary. Any necessary adjustments will be made on a mutually agreeable basis
so as to preserve the economic, operational and other objectives of the parties
in reaching this agreement-in-principle.
2. Principal Terms Of The Settlement. The following are the principal
terms of the agreement-in-principle to be embodied in definitive documents to be
executed by the appropriate parties (the "Settlement"):
(a) Increased Offer Price. The Offer on August 5, 1997, provided for
an Offer Price, as defined in the Merger Agreement, of $12.00 net cash per
share. As a result of the Actions, Fujitsu and/or Fujitsu International agree to
increase the Offer Price by an additional
4
<PAGE> 5
$0.40 per share to $12.40 net cash per share, in consideration for a release
substantially in the form set forth below.
(b) Defendants' Right to Withdraw. Fujitsu and Fujitsu International
shall have the option to withdraw from the Settlement in the event that holders
of more than 20% of the common shares of Amdahl owned at the time of the Merger
by persons other than the Defendants and any person, firm, trust, corporation or
other entity related to or affiliated with any of them or their successors in
interest, have demanded appraisal for their common shares and have not withdrawn
their demand.
(c) Disclosure. Counsel for Plaintiffs have reviewed and commented
upon the disclosure materials relating to the Offer, Merger Agreement and the
Merger. Based upon their investigation, Plaintiffs hereby agree and confirm that
such disclosure materials, as modified, adequately and reasonably disclose all
material facts about the Defendants, the relationship of Amdahl and Fujitsu, the
history of the negotiations leading up to the Merger Agreement, the Offer, the
Merger and Merger Agreement.
3. The parties agree to enter into a stipulation of settlement (and such
other and related documentation as may be necessary) which will provide for the
settlement of the Consolidated Action (the "Settlement Agreement") on, among
other terms, the following conditions:
(a) for certification, for settlement purposes only, of a mandatory
non-opt-out class under Delaware Chancery Court Rule 23(b)(1) and 23(b)(2) of
all record and beneficial holders of Amdahl common stock (other than the
Defendants and their affiliates) during the period beginning on and including
July 30, 1997 through and including the date of the
5
<PAGE> 6
consummation of the Merger (the "Merger Date"), including any and all of their
respective predecessors, trustees, executors, administrators, representatives,
heirs, transferees, successors in interest and assigns, immediate and remote,
and any person claiming under any of them, and each of them, and excluding the
Defendants and any person, firm, trust, corporation or other entity related to
or affiliated with any of them or their successors in interest (the "Class").
The terms of the Settlement Agreement will consist of the terms outlined above
in paragraph 2, as well as releases and covenants not to sue and other terms in
form customarily included in such agreements. The parties agree to use their
best efforts to obtain Court approval of such Settlement.
(b) for the complete discharge, dismissal with prejudice, settlement
and release of, and an injunction barring, all claims, demands, rights, actions
or causes of action, rights, liabilities, damages, losses, obligations,
judgments, suits, matters and issues of any kind or nature whatsoever, whether
known or unknown, contingent or absolute, suspected or unsuspected, disclosed or
undisclosed, matured or unmatured, that have been, could have been, or in the
future can or might be asserted in the Actions or in any court, tribunal or
proceedings (including, but not limited to, any claims arising under federal or
state law relating to alleged fraud, breach of any duty, negligence, violations
of the federal securities laws or otherwise) by or on behalf of any member of
the Class, whether individual, class, derivative, representative, legal,
equitable or any other type or in any other capacity against Defendants or any
of their families, parent entities, associates, affiliates or subsidiaries and
each and all of their respective past, present or future officers, directors,
stockholders, representatives, employees, attorneys, financial or investment
advisors, consultants, accountants, attorneys, investment bankers, commercial
6
<PAGE> 7
bankers, engineers, advisors or agents, heirs, executors, trustees, general or
limited partners or partnerships, personal representatives, estates,
administrators, predecessors, successors and assigns and all other persons
(collectively, the "Released Persons") which have arisen, could have arisen,
arise now or hereafter arise out of, or relate in any manner to, the
allegations, facts, events, transactions, acts, occurrences, statements,
representations, misrepresentations, omissions or any other matter, thing or
cause whatsoever, or any series thereof, embraced, involved, set forth or
otherwise related, directly or indirectly, to any of the Actions, the Offer,
Merger, the Merger Agreement, or any related transaction or documents, the
negotiation, consideration and approval thereof, or of the fiduciary or
disclosure obligation of any of the Released Persons in any tender offer
materials, proxy materials, public filings or statements (including, but not
limited to, public statements) by the Released Persons in connection with the
Offer, Merger, or the Merger Agreement (collectively, the "Settled Claims);
provided, however, that the Settled Claims shall not include (i) the right of
the Plaintiffs or any members of the Class or Released Persons to enforce the
terms of the Settlement Agreement, or (ii) any appraisal rights arising out of
the Merger;
(c) that the Defendants have denied, and continue to deny, that any
of them have committed or have threatened to commit any violations of law or
breaches of duty to the Plaintiffs, the members of the Class or anyone;
(d) that the Defendants are entering into this Memorandum, and will
be entering into the Settlement Agreement, because, among other reasons, the
proposed Settlement would eliminate the burden and expense of further
litigation; and
7
<PAGE> 8
(e) subject to the order of the Court, pending final determination
of whether the settlement provided for in the Settlement Agreement should be
approved, that Plaintiffs and all members of the Class, or any of them, are
barred and enjoined from commencing, prosecuting, instigating or in any way
participating in the commencement of any action asserting any claims, either
directly, representatively, derivatively or in any other capacity, against any
of the Released Persons which have been or could have been asserted, or which
arise out of, or relate in any way to, the Settled Claims, or which arise out of
or relate in any way to any of the transactions or events described in any
complaint in the Actions.
4. Cooperation. The parties, through their counsel, (i) agree to use
their best efforts to pursue the Settlement of the Consolidated Action in as
expeditious and comprehensive a manner as possible and acknowledge that time is
of the essence; and (ii) agree to cooperate in preparing any and all necessary
papers to define, pursue and effectuate the Settlement of the Consolidated
Action.
5. Pending negotiation, execution and approval of the Settlement by the
Delaware Court of Chancery (hereinafter, the "Court"), the Plaintiffs agree to
stay any discovery, to withdraw on August 21, 1997, their motion for a
preliminary injunction in the Delaware Actions, and to stay and not initiate any
and all other proceedings in the Consolidated Action other than those incident
to the Settlement itself. The parties also agree to use their best efforts to
prevent, stay or seek dismissal of or oppose entry of any interim or final
relief in favor of the Plaintiffs or any putative Class member in any other
litigation against any of the parties to this Memorandum which challenges the
Settlement, Offer, Merger, Merger Agreement, or related transactions.
8
<PAGE> 9
6. The parties to the Consolidated Action will use their best efforts
to agree upon, execute and present to the Court, on or before August 29, 1997, a
formal Stipulation of Settlement and such other documents as may be necessary
and appropriate to obtain the prompt approval by the Court contemplated herein
and by the Stipulation of Settlement.
7. The Settlement will not be binding upon any party until, and is
otherwise subject to:
(a) a formal Stipulation of Settlement (and such other documentation
as may be required to obtain final approval by the Court of the Settlement) has
been executed by counsel for the parties to the Consolidated Action; and
(b) final approval by the Court of the Settlement (and the
exhaustion of possible appeals, if any) and the dismissal of the Consolidated
Action by the Court with prejudice and without awarding costs to any party
(except as provided herein) have been obtained, and entry by the Court of a
final order and judgment containing such release language as is negotiated by
the parties and contained in the Stipulation of Settlement.
8. If the Settlement is not consummated in accordance with Paragraph 7,
this Memorandum shall be null and void and of no force and effect, and shall not
be deemed, used or offered to prejudice in any way the positions of the parties
or any Released Persons with respect to the Consolidated Action or otherwise,
nor to entitle any party to the recovery of costs and expenses incurred to
implement this Memorandum (except as provided in paragraph 10 hereof).
9. In connection with the Settlement contemplated by this Memorandum,
Plaintiffs' counsel will apply to the Court for an aggregate award of attorneys'
fees and expenses, including fees and expenses for or payable to any financial
advisors engaged by or for the
9
<PAGE> 10
Plaintiffs, in an amount not to exceed $7,000,000 in attorney's fees and
$250,000 in expenses (collectively, the "Fees and Expenses"). Defendants agree
that they will not oppose such application. Subject to the terms and conditions
of this Memorandum and the terms and conditions of the Settlement Agreement
contemplated hereby, Fujitsu, Fujitsu International and/or Amdahl shall pay, on
behalf of and for the benefit of the Defendants in the Consolidated Action, such
Fees and Expenses as may be awarded by the Court in accordance with the terms of
the Stipulation in addition to the consideration referred to in paragraph 2(a)
above. Except as provided herein, the Released Persons shall bear no other
expenses, costs, damages or fees alleged or incurred by any of the named
Plaintiffs, by any member of the Class, or by any of their attorneys, experts,
advisors, agents or representatives.
10. Fujitsu, Fujitsu International and/or Amdahl shall be responsible
for providing notice of the Settlement to the members of the Class. Fujitsu,
Fujitsu International and/or Amdahl, on behalf of and for the benefit of all
Defendants in the Consolidated Action, shall bear responsibility for all
reasonable costs and expenses incurred in providing notice of the Settlement to
the members of the Class.
11. The provisions contained in this Memorandum shall not be deemed a
presumption, concession or an admission by any Defendant in the Consolidated
Action of any fault, liability or wrongdoing as to any facts or claims alleged
or asserted in the Consolidated Action, or any other actions or proceedings, and
shall not be interpreted, construed, deemed, invoked, offered, or received in
evidence or otherwise used by any person in the Consolidated Action or in any
other action or proceedings, whether civil, criminal or administrative.
10
<PAGE> 11
12. This Memorandum constitutes the essential terms of the agreement
among the parties with respect to the subject matter hereof, and may not be
amended nor any of its provisions waived except by a writing signed by all of
the signatories hereto.
13. This Memorandum and the Settlement contemplated by it shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to conflict of laws principles.
14. This Memorandum shall be binding upon, and inure to the benefit of,
the parties to the Consolidated Action, the Released Persons and their
respective agents, executors, heirs, successors and assigns.
15. This Memorandum will be executed by counsel for the parties to the
Consolidated Action. This Memorandum may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument. By signing this
Memorandum, Plaintiffs' counsel represent that they have authority to act on
behalf of all Plaintiffs and their counsel in all of the Actions.
16. The parties to this Memorandum agree (a) to use their best efforts
to achieve the expedited dismissal of the Consolidated Action in accordance with
the terms of this Memorandum and (b) to cause the timely occurrence of all
events, transactions or other circumstances described herein.
IN WITNESS WHEREOF, the parties have executed this Memorandum effective
as of the date set forth below.
DATED: August 20, 1997 ABBEY, GARDY & SQUITIERI, LLP
11
<PAGE> 12
/s/ ARTHUR N. ABBEY
-------------------------
Arthur N. Abbey
212 East 39th Street
New York, NY 10016
(212) 889-3700
WOLF POPPER LLP
/s/ STEPHEN D. OESTREICH
------------------------
Stephen D. Oestreich
845 Third Avenue
New York, New York 10022
MILBERG WEISS BERSHAD
HYNES & LERACH, LLP
/s/ DAVID BERSHAD by ANA
------------------------
David Bershad
One Pennsylvania Plaza
New York, New York 10019
Co-Lead Counsel for Plaintiffs and the Proposed Class
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ WILLIAM M. LAFFERTY
------------------------
A. Gilchrist Sparks, III
William M. Lafferty
1201 N. Market Street
Wilmington, Delaware 19801
(302) 658-9200
MORRISON & FOERSTER LLP
/s/ MELVIN R. GOLDMAN
------------------------
Melvin R. Goldman
12
<PAGE> 13
Jordan Eth
425 Market Street
San Francisco, California 94105
(415) 268-7000
Attorneys for Defendants
Fujitsu Limited, Fujitsu International, Inc.,
Kazuto Kojima, Keizo Fukagawa,
Takeshi Maruyama, Takashi Takaya
and Takamitsu Tsuchimoto
RICHARDS, LAYTON & FINGER
/s/ KEVIN G. ABRAMS
- --------------------------------
Kevin G. Abrams
One Rodney Square
Wilmington, Delaware 19801
(302) 658-6541
BROBECK, PHLEGER & HARRISON, LLP
/s/ ROBERT B. VARIAN
- --------------------------------
Robert B. Varian
One Market Plaza
Spear Street Tower
San Francisco, California 94105
(415) 442-0900
Attorneys for Defendants
Amdahl Corporation, John C. Lewis,
Michael R. Hallman, E. F. Heizer, Jr.,
Burton G. Malkiel, George R. Packard,
Walter B. Reinhold, and J. Sidney Webb
13
