-----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, KqPqyGfxHjnijANDMuviX/Yy4Bav79aMEg0TJfP360ZBbeb475L2HplfEe2Mhkbt 3wsI7H5ztT2VABTdc3/hEQ== /in/edgar/work/0001095811-00-004925/0001095811-00-004925.txt : 20001122 0001095811-00-004925.hdr.sgml : 20001122 ACCESSION NUMBER: 0001095811-00-004925 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEAGATE TECHNOLOGY INC CENTRAL INDEX KEY: 0000354952 STANDARD INDUSTRIAL CLASSIFICATION: [3572 ] IRS NUMBER: 942612933 STATE OF INCORPORATION: DE FISCAL YEAR END: 0628 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-11403 FILM NUMBER: 774123 BUSINESS ADDRESS: STREET 1: 920 DISC DR CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 BUSINESS PHONE: 8314386550 MAIL ADDRESS: STREET 1: 920 DISC DRIVE CITY: SCOTTS VALLEY STATE: CA ZIP: 95066 DEFA14A 1 f67536cdefa14a.txt ADDITIONAL PROXY MATERIALS 1 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SEAGATE TECHNOLOGY, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: 2 Following is a script that will be updated and recorded every business day until the closing of the transaction described below. TEXT FOR TOLL FREE NO. RECORDED MESSAGE Thank you for calling the Seagate/VERITAS toll free number. This number has been established in connection with the proposed sale by Seagate Technology of its operating assets to Suez Acquisition Company (Cayman) Limited and the related merger between Seagate and VERITAS Software Corporation. At any time during this message, you may return to the beginning by pressing the nine button on your touch-tone telephone. The information in this recorded message is not intended to replace, summarize or substitute for the information contained in the joint proxy statement/prospectus mailed to Seagate stockholders and to VERITAS stockholders in connection with the upcoming special meetings of Seagate and VERITAS stockholders. In order to understand the proposed transactions, Seagate stockholders and VERITAS stockholders should read carefully the joint proxy statement/prospectus. Also, please note that the share numbers and cash amounts in this recorded message are merely estimates of the share numbers and cash amounts that would be issued and paid in connection with the merger if the merger were to be completed on [INSERT NEXT BUSINESS DATE], 2000. The exact merger consideration cannot be determined until shortly after the merger is completed. Therefore, the estimated share numbers and cash amounts in this recorded message will likely differ from the actual share numbers and cash amounts to be paid in connection with the merger. In addition, please note that the share numbers and cash amounts in this recorded message reflect the fact that VERITAS has declined to make a cash election in connection with the merger. Subject to these limitations, we note that, if the merger were completed on [INSERT NEXT BUSINESS DATE], 2000, each outstanding share of Seagate common stock would be exchanged for shares of VERITAS common stock and cash with a combined value of approximately $[ ] per share, based upon VERITAS' closing price of $[ ] per share on [INSERT DATE OF MOST RECENT CLOSING PRICE], 2000, and without taking into account the estimated fair market value of the tax refund amount or the value of potential litigation settlement payments. The merger consideration would be based on the following: First, a total of approximately [ ] shares of Seagate common stock would be considered outstanding, calculated on a fully diluted basis; Second, the aggregate amount of cash that would be paid in exchange for all outstanding shares of Seagate common stock would be approximately $[ ], or approximately $[ ] for each outstanding share of Seagate common stock; and Third, the total number of shares of VERITAS common stock that would be issued in connection with the merger would be [ ], or approximately [ ] shares of VERITAS common stock for each outstanding share of Seagate common stock. In addition, Seagate stockholders will be entitled to the tax refund amount, which we believe has an estimated fair market value of approximately $0.08 per share of Seagate common stock. This is only an estimate, however, and the actual amount ultimately received by Seagate stockholders, if any, may be more or less than the estimated fair market value of the right itself at the completion of the merger. Also, an additional $50 million, or $[ ] for each outstanding share of Seagate common stock, will be paid to Seagate stockholders only if court approval of the settlement of class action litigation pending in Delaware is obtained and the underlying complaints in this litigation and in related lawsuits pending in California are dismissed with prejudice. Seagate stockholders and VERITAS stockholders are encouraged to call this toll free number again tomorrow and each day up to the date of the special meetings in order to hear updated estimates. Thank you for calling.
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