-----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, WBBbYkWmGdlD9Z6DYIGO/EMGP6tHhSWJ7aIHzTAf8q9U4DFZWPO4aXJWMqf7ihZ9 emkPs5OTefhQx2OezygRfw== 0000950149-97-001700.txt : 19970912 0000950149-97-001700.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950149-97-001700 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970910 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: SEC FILE NUMBER: 005-13308 FILM NUMBER: 97678426 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 #3 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A TENDER OFFER STATEMENT (AMENDMENT NO. 3) PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SCHEDULE 13D/A (AMENDMENT NO. 5) (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 ================================================================================ 2 This Amendment No. 3 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. 5 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, 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 completion and satisfaction of regulatory reviews under the Exon-Florio Act, the National Industrial Security Program, Japan's Foreign Exchange and Foreign Trade Control Act, Canada's Competition Act and the European Union's Merger Regulation is filed as Exhibit (a)(18) to this Statement and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(18) Press release dated September 10, 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: September 10, 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 Amdehl Corporation(1) (a)(9)* Text of Joint Press Release, dated August 5, 1997, issued by Fujitsu Limited and Amdahl Corporation. (a)(10)* Text of Press Release, dated August 14, 1997, issued by Fujitsu Limited. (a)(11)* Supplement, dated August 22, 1997, to Offer to Purchase, dated August 5, 1997. (a)(12)* Revised form of Letter of Transmittal. (a)(13)* Revised form of Letter from Lehman Brothers, Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(14)* Revised form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients. (a)(15)* Revised form of Notice of Guaranteed Delivery. (a)(16)* Text of Joint Press Release, dated August 20, 1997, issued by Fujitsu Limited and Amdahl Corporation. (a)(17)* Text of Joint Press Release, dated August 22, 1997, issued by Fujitsu Limited and Amdahl Corporation. (a)(18) Text of Press Release, dated September 10, 1997, issued by Fujitsu Limited. (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.
- --------------- * 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)(18) 2 PRESS RELEASE DATED SEPTEMBER 10, 1977 1 EXHIBIT (a)(18) Contact: FOR FUJITSU: Korendo Shiotsuki General Manager, New York Office (212) 265-5360 or SITRICK AND COMPANY Donna K.H. Walters Michael Sitrick (310) 788-2850 FOR IMMEDIATE RELEASE - --------------------- FUJITSU-AMDAHL TRANSACTION CLEARS ALL MAJOR REGULATORY HURDLES; MINIMUM SHARE CONDITION OF TENDER OFFER FULFILLED TOKYO, JAPAN AND SUNNYVALE, CA., USA -- SEPTEMBER 10, 1997 - FUJITSU LIMITED (TSE: 6702) today announced that all material reviews by governmental agencies of the United States, Japan, Canada and Europe have been completed and necessary approvals obtained in connection with its proposed acquisition of all the outstanding shares of Amdahl Corporation not currently owned by Fujitsu. Fujitsu also said that, as of the close of trading on the American Stock Exchange on Tuesday, September 9, 18,749,725 shares of Amdahl stock have been tendered. Together with the shares of Amdahl stock already owned by Fujitsu, these tendered shares would give Fujitsu ownership of approximately 57 percent of Amdahl, exceeding the minimum number of shares that Fujitsu must receive as a condition of closing the tender offer. With the completion of the governmental reviews and the satisfaction of the minimum share condition, all major conditions to the acceptance and payment for shares tendered in response to Fujitsu's tender offer have been fulfilled and Fujitsu anticipates consummating the tender offer. The tender offer for Amdahl stock at $12.40 per share, which was announced July 30 and amended August 22, 1997, remains subject to certain other conditions and is scheduled to expire at 5 p.m., EDT, on Friday, September 12, unless further extended. Questions regarding the proper procedure for tendering shares should be directed to MacKenzie Partners, Inc., at (800) 322-2885. In the United States, the Fujitsu-Amdahl transaction was approved by the U.S. Department of Treasury's Committee on Foreign Investment in the U.S., which on September 2 determined that the proposed transaction does not raise U.S. national security issues requiring further review under the Exon-Florio Amendments to the Defense Production Act; and the Defense Investigative Service of the U.S. Department of Defense, which on August 18 determined that the proposed transaction does not require any additional measures be taken pursuant to the National Industrial Security Program. Last month, as previously announced, the U.S. Department of Justice and the Federal Trade Commission granted Fujitsu and Amdahl early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In Japan, the Bank of Japan on September 8 formally approved the transaction under Japan's Foreign Exchange and Foreign Trade Control Act. In Europe, the Commission of the European Communities on September 8 decided not to oppose the transaction and declared it compatible with the common market principles of the European Union. In Canada, the Director of Investigation and Research on August 14 issued an advanced ruling certificate exempting the parties from mandatory pre-notification under Canada's Competition Act. ### -----END PRIVACY-ENHANCED MESSAGE-----