-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nym9vCxNsYvKGi+f8GN3VmXsKX4Q+qteI2Ga/TqCgxuKpJgclBMiefhPIrM+c1TY HcSB+eglp9MOyFktORK54w== 0000950149-97-001575.txt : 19970815 0000950149-97-001575.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950149-97-001575 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970814 SROS: AMEX GROUP MEMBERS: FUJITSU INTERNATIONAL, INC. GROUP MEMBERS: FUJITSU LIMITED GROUP MEMBERS: FUJITSU LTD/JP/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMDAHL CORP CENTRAL INDEX KEY: 0000004427 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 941728548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13308 FILM NUMBER: 97663294 BUSINESS ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: 4087466000 MAIL ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FUJITSU LTD/JP/ CENTRAL INDEX KEY: 0001003811 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O MORRISON & FOERSTER LLP STREET 2: 755 PAGE MILL RD CITY: PALO ALTO STATE: CA ZIP: 94304 MAIL ADDRESS: STREET 1: MORRISON & FOERSTER LLP STREET 2: 755 PAGE MILL RD CITY: PALO ALTO STATE: CA ZIP: 94304 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A TENDER OFFER STATEMENT (AMENDMENT NO. 1) PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SCHEDULE 13D/A (AMENDMENT NO. 3) (PURSUANT TO SECTION 13(d) OF THE SECURITIES AND 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) 268-7080 ================================================================================ 2 This Amendment No. 1 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. 3 to Schedule 13D (the "Schedule 13D") of the Parent, dated March 24, 1993, amend and supplement the Schedule 14D-1 and the Schedule 13D. 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 $12.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 5, 1997, and in the related Letter of Transmittal. Capitalized terms used and not otherwise defined herein have the respective meanings given such terms in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. Items 10(b)-(c) are hereby amended and supplemented by addition of the following information thereto: A copy of the Parent's press release with respect to the early termination of the waiting period under the HSR Act is filed as Exhibit (a)(10) to this Statement and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Press release dated August 14, 1997, issued by the Parent. 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 14, 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 4 EXHIBIT LIST
EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - --------- ------------------------------------------------------------------------- ------ (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 Amdahl 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. (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. (d) Not applicable. (e) Not applicable. (f) Not applicable.
- --------------- * 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. EX-99.(A)(10) 2 PRESS RELEASE ISSUED BY FUJITSU LIMITED 1 EXHIBIT (a)(10) PRESS RELEASE Contact: For Fujitsu Limited Korendo Shiotsuki General Manager, NY Office (212) 265-5360 or Sitrick And Company Michael Sitrick Donna K.H. Walters (310) 788-2850 For Amdahl Corporation Investor Relations William Stewart Director of Financial and Public Relations (408) 746-6076 FUJITSU GRANTED EARLY TERMINATION OF ANTITRUST WAITING PERIOD SUNNYVALE, CALIFORNIA -- AUGUST 14, 1997 -- Fujitsu Limited (TSE: 6702) announced today that, in connection with its previously announced tender offer to acquire all the outstanding shares of Amdahl Corporation that it does not currently own, the U.S. Department of Justice and the Federal Trade Commission have granted Fujitsu early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Early termination of the waiting period indicates that those government agencies do not intend to oppose the tender offer and related merger on antitrust grounds. Such early termination of the waiting period also satisfies one of the conditions of the tender offer agreement between Fujitsu and Amdahl, announced July 30. The tender offer, for $12 per share, is still subject to certain other conditions and is scheduled to expire at 5 p.m. New York City time, September 5, 1997, unless extended. -----END PRIVACY-ENHANCED MESSAGE-----