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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
SEAGATE SOFTWARE, INC.
(Name of Subject Company)
SEAGATE SOFTWARE, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
NOT APPLICABLE
(CUSIP Number of Class of Securities)
Terence R. Cunningham
President and Chief Operating Officer
Seagate Software, Inc.
915 Disc Drive
Scotts Valley, California 95066
(831) 438-6550
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
with a copy to:
Larry W. Sonsini, Esq.
John T. Sheridan, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Seagate Software, Inc., a Delaware
corporation, and the address of its principal executive offices is 915 Disc
Drive, Scotts Valley, California 95066. The title and the class of equity
securities to which this statement relates is the common stock, par value
$.001 per share, of Seagate Software (the "Shares").
ITEM 2. TENDER OFFER OF THE BIDDER
This statement relates to the exchange offer disclosed in a Tender Offer
Statement on Schedule 14D-1, dated April 26, 1999, filed with the Securities
and Exchange Commission by Seagate Technology, Inc., a Delaware corporation,
relating to an offer by Seagate Technology to purchase all outstanding Shares
at the exchange rate described in the offering circular/prospectus, upon the
terms and subject to the conditions set forth in Seagate Technology's offering
circular/prospectus and related letter of transmittal which together
constitute the "Offer". The principal executive offices of Seagate Technology
are located at 920 Disc Drive, Scotts Valley, California 95067.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of Seagate Software, which is the entity
filing this statement, are set forth in Item 1 above.
(b) General.
As of March 31, 1999, Seagate Technology held approximately 98.2% of all
outstanding shares of Seagate Software. The remaining shares of Seagate
Software are held by current and former employees, directors and consultants
of Seagate Software, Seagate Technology and their subsidiaries. In addition
options to purchase 11,136,215 shares of Seagate Software common stock were
outstanding as of March 31, 1999.
Gary B. Filler and Lawrence Perlman, who are members of the board of
directors of Seagate Software, are each also the Co-Chairman of the board of
directors of Seagate Technology. Stephen J. Luczo, the Chairman of Seagate
Software's board of directors is also the President, Chief Executive Officer
and a director of Seagate Technology. Donald L. Waite, a director of Seagate
Software, is the Executive Vice President, Chief Administrative Officer and
Assistant Secretary of Seagate Technology.
Seagate Software was recapitalized in April 1996 to integrate the business
conducted by the software divisions of Seagate Technology. Seagate Software
entered into a Restructuring and Contribution Agreement, dated April 4, 1996,
affecting the reorganization and defining the relationship between Seagate
Technology and Seagate Software. Pursuant to this Contribution Agreement and
subsequent amendments, all of the software divisions have been transferred to
Seagate Software or its subsidiaries in exchange for 54,633,333 shares of
Series A preferred stock (including 7,200,000 shares of Series A preferred
stock upon cancellation of one share of Special Voting preferred stock) and
62,500 shares of common stock.
Prior to December 1996, Seagate Technology International ("STI"), a wholly
owned subsidiary of Seagate Technology, owned all outstanding capital stock
(the "IMG Stock") of Seagate Software Information Management Group (Canada),
Inc. ("IMG Vancouver"). Pursuant to an agreement among STI, Seagate Software
and IMG Vancouver dated December 19, 1996, STI surrendered the IMG Stock,
which was subsequently cancelled by IMG Vancouver, in exchange for 7,200,000
convertible preference shares of IMG Vancouver. On December 26, 1996, the
Convertible Preference Shares were exchanged for 7,200,000 Class B
exchangeable shares of IMG Vancouver. These Class B exchangeable shares do not
have voting rights except as required by law, but can be exchanged at STI's
sole discretion for 7,200,000 shares of Seagate Software Series A preferred
stock upon the cancellation of one share of Seagate Software's Special voting
preferred Stock that was issued to STI concurrently. In connection with the
issuance of the Class B exchangeable shares described above, STI received one
share of Seagate Software's Special Voting preferred stock, which gives STI
voting rights in Seagate Software equivalent to 7,200,000 shares of Series A
preferred stock. Also on December 26,
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1996, IMG Vancouver issued 10,000 Class A common shares, which carry the right
to vote, to Seagate Software. Seagate Software therefore now owns all voting
shares of IMG Vancouver. For financial reporting purposes, the 7,200,000
shares of Series A preferred stock of Seagate Software, which STI could elect
to receive upon cancellation of the Special Voting preferred stock and
surrendered the Class B exchangeable shares of IMG Vancouver, have been
treated as issued and outstanding shares of Series A preferred stock of
Seagate Software.
Pursuant to a General Services Agreement between Software Seagate and
Seagate Technology dated June 28, 1997, Seagate Technology provides
administrative, accounting and similar services requested by Seagate Software.
The services provided by Seagate Technology may include, but are not limited
to:
. providing general accounting services, budgeting, forecasting, cost
control and other financial planning services
. assisting with employee benefits administration, hiring and payroll
administration
. providing legal and government relations services such as preparing
applications for export licenses
. tax analysis, documentation, reporting and withholding for customs
duties, import taxes, value-added taxes, and any other charges or taxes
imposed on Seagate Software's products
. assisting Seagate Software with federal, state, and international tax
planning, provisions, audits, and compliance, including income, sales and
use, property, VAT, and similar taxes
. providing assistance relating to the marketing, promotion, and sale of
Seagate Software's products
. providing services and support relating to information technology and
facilities
. managerial oversight, including screening of potential acquisitions
partnerings, joint ventures, or similar transactions.
During 1998, 1997 and 1996 Seagate Technology charged Seagate Software
$1,773,000, $1,958,000 and $2,260,000, respectively, for various corporate
services. Seagate Software pays service fees to Seagate Technology each fiscal
year that represent a reasonable estimate of Seagate Technology's direct and
indirect costs incurred in performing services for Seagate Software. Service
fees are to be paid in equal monthly installments within 30 days after the end
of the month. Additionally, Seagate Software and Seagate Technology are
required to review, on an annual basis, the actual level of services provided
and the corresponding reasonably determinable direct and indirect costs
incurred by Seagate Technology pursuant to the General Services Agreement. If
the reasonably determinable costs are greater than or less than the service
fees paid, the difference will be charged to or refunded to Seagate Software,
as the case may be, within 30 days after such review.
The service fees assessed to Seagate Software and the end of period
adjustments thereto are intended by Seagate Software and Seagate Technology to
allocate costs for those services provided on a basis no less favorable than
Seagate Software could obtain from an unaffiliated third party. Seagate
Software has audit rights with respect to the computation and analysis of
service fees pursuant to the General Services Agreement. In addition, Seagate
Technology is required to indemnify, defend and hold Seagate Software harmless
against any and all claims, suits, actions, demands, proceedings, losses,
damages, liabilities, costs and expenses, including, without limitation,
interest and reasonable attorneys' fees, arising out of, relating to, or
resulting from services performed by Seagate Technology pursuant to the
General Services Agreement, other than those liabilities that would not have
arisen but for any act, error and/or omission of Seagate Software and/or any
of its officers, directors, employees and/or agents.
Additionally, on July 4, 1998, Seagate Software and Seagate Technology
renewed their Intercompany Revolving Loan Agreement on substantially the same
terms and conditions as the prior agreement which was dated June 28, 1996.
Under the Revolving Loan Agreement, Seagate Technology finances certain of
Seagate Software's working capital requirements. The Loan Agreement provides
for maximum borrowings of up to $60,000,000 and is renewable every two years.
Borrowings from Seagate Technology were $16,054,000 and
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$28,971,000 at July 3, 1998 and June 27, 1997, respectively. Borrowings from
Seagate Technology consist primarily of funding Seagate Software's operating
activities. During 1998, gross borrowings and gross repayments under the Loan
Agreement were $175,919,000 and $188,836,000, respectively. Average
outstanding borrowings under the Loan Agreement were $14,656,000 during 1998.
Beginning in fiscal 1999, Seagate Software will pay interest at the LIBOR rate
plus 2% per annum on such borrowings; Seagate Software previously paid
interest at 6%.
Revenues from Seagate Technology were $5,469,000, $5,762,000 and $9,374,000
in fiscal 1998, 1997 and 1996, respectively. This revenue primarily consisted
of shipments to Seagate Technology's original equipment manufacturer tape
drive divisions located in Costa Mesa, California and Scotland. Additionally,
this revenue is supported by license agreements, which have comparable terms
and pricing as those agreements between Seagate Software and third party
customers.
Seagate Software is included in the consolidated federal and certain
combined and consolidated foreign and state income tax returns of Seagate
Technology. Seagate Technology and Seagate Software have entered into a Tax
Allocation Agreement pursuant to which Seagate Software computes hypothetical
tax returns as if Seagate Software was not joined in consolidated or combined
returns with Seagate Technology. Seagate Software must pay Seagate Technology
the positive amount of any such hypothetical taxes. If the hypothetical tax
returns show entitlement to refunds, including any refunds attributable to a
carryback, then Seagate Technology will pay Seagate Software the amount of
such refunds. At year end for both 1998 and 1997, there were no outstanding
intercompany tax-related balances between Seagate Software and Seagate
Technology.
See Item 4(a) below for additional information regarding the relationship
of Seagate Software, Seagate Technology, VERITAS Software Corporation and
VERITAS Holding Corporation.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Background and Board Position.
The Seagate Software board of directors does not make any recommendation to
any Seagate Software stockholder and expresses no opinion as to whether any
Seagate Software stockholder should tender any or all of his or her Seagate
Software common stock. Each Seagate Software stockholder must make his or her
own decision as to whether to tender any or all of his or her Seagate Software
common stock.
The boards of directors of VERITAS Software Corporation, Seagate Technology
and Seagate Software have agreed to combine the Network & Storage Management
Group business of Seagate Software with the business of VERITAS. Seagate
Software has agreed to contribute the Network & Storage Management Group
business to a newly-formed corporation, VERITAS Holding Corporation ("New
VERITAS"). Seagate Software together with the Network & Storage Management
Group Business employees who become employees of New VERITAS will own
approximately 40% of New VERITAS as of the closing of the contribution.
VERITAS stockholders, option holders and holders of convertible debt will
convert their VERITAS securities on a one-for-one basis for New VERITAS
securities and will receive approximately 60% of New VERITAS. These
transactions are referred to as the NSMG combination. New VERITAS common stock
will be publicly traded on the Nasdaq National Market. On the day the NSMG
combination closes, employees of the Network & Storage Management Group
business will become employees of New VERITAS and cease to be employees of
Seagate Software or Seagate Technology, as the case may be. As a result,
employees of Seagate Software who become New VERITAS employees and exchange
their Seagate Software options for New VERITAS options will have the ability
to sell their New VERITAS shares issuable upon exercise of the exchanged
options in a public market. Seagate Technology wishes to provide a similar
opportunity for all Seagate Software stockholders and holders of vested
options, including the significant number of such persons who will not
transfer to New VERITAS and therefore will not be eligible for the New VERITAS
option exchange offer.
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In connection with the NSMG Combination, Seagate Software, Seagate
Technology and New VERITAS will enter into several other agreements:
. Registration Rights Agreement. New VERITAS and Seagate Software will
enter into a registration rights agreement at the closing of the NSMG
Combination. The agreement gives Seagate Software the right to require
New VERITAS to register for public resale the shares of New VERITAS
common stock that Seagate Software receives in the NSMG Combination.
. Stockholder Agreement. New VERITAS, VERITAS, Seagate Software and Seagate
Technology will enter into a stockholder agreement at the closing of the
NSMG Combination. This agreement will give Seagate Software the right to
nominate two members of the board of directors of New VERITAS. In
addition, Seagate Software will have the right to right to maintain its
percentage ownership in New VERITAS. Seagate Technology and Seagate
Software will be prohibited from increasing their ownership position in
New VERITAS for five years and will be required to vote the shares of New
VERITAS received in the NSMG combination in the same proportion as the
votes cast by all other New VERITAS stockholders.
. Cross-License Agreement. New VERITAS, VERITAS and Seagate Software
Information Management Group, Inc., a subsidiary of Seagate Software,
have entered into a cross-license and original equipment manufacturing
agreement. This agreement will become effective upon the closing of the
NSMG Combination and provides that VERITAS and Seagate Software
Information Management Group will grant each other royalty-free licenses
to those products necessary for the development of the other party's
products. VERITAS will also grant Seagate Software Information Management
Group licenses at its most favored customer royalty rates for VERITAS'
products that Seagate Software Information Management Group sells on an
original equipment manufacturer basis. Seagate Software Information
Management Group has also agreed that it will not assign its rights to
the agreement to certain competitors of VERITAS.
. Development and License Agreement. New VERITAS, VERITAS and Seagate
Technology have entered into a development and license agreement that
will become effective upon the closing of the NSMG Combination. The
development agreement provides for continuing the Network & Storage
Management Group's existing relationship with Seagate Technology's
original equipment manufacturing operations at royalty rates to be
determined at a later time based on VERITAS' then-current most favorable
product royalty rates charged to customers purchasing similar volumes of
licenses. VERITAS may also be requested to perform certain product
development work for Seagate Technology and is prohibited from performing
such work for specified disc drive and array storage product competitors
of Seagate Technology. Seagate Technology has agreed that it and its
affiliated companies will not enter into VERITAS' line of business unless
certain conditions are met.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Neither Seagate Software nor any person acting on its behalf has retained
any other person to make solicitations or recommendations to security holders
on its behalf concerning the Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) There have been no transactions in the Shares during the past 60 days
by Seagate Software or, to Seagate Software's knowledge, by any executive
officer, director, affiliate or subsidiary of Seagate Software, except as
follows:
. Terence R. Cunningham, Seagate Software's President and Chief Operating
Officer, owns shares of Seagate Software common stock that are subject to
repurchase by Seagate Software when he ends his employment with Seagate
Software. Mr. Cunningham will resign from his positions with Seagate
Software and its remaining subsidiaries and will become the President,
Chief Operating Officer and a director of New VERITAS effective on the
closing of the NSMG Combination. Immediately before the NSMG combination
closes, Seagate Software will waive its right to repurchase 35% of
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Mr. Cunningham's unvested shares. Seagate Software will repurchase the
remaining 65% of these unvested shares. Mr. Cunningham will be granted
options to purchase Seagate Software common stock in lieu of the 65% of
Seagate Software common stock repurchased. The exercise price of these
options will be determined in such a way as to ensure that Mr. Cunningham
will have the same economic benefit, in terms of the difference between
the exercise price and the fair market value of the Seagate Software
common stock, as he would have had if he retained the repurchased Seagate
Software shares. These options will have the same vesting schedule as the
schedule which applied to the repurchased shares and will be exchangeable
in the New VERITAS option exchange offer.
(b) To the Company's knowledge, none of the Company's executive officers,
directors or subsidiaries currently intends to tender Seagate Software common
stock which are held of record or beneficially owned by them pursuant to the
Offer other than Terence R. Cunningham, Gregory B. Kerfoot, Ellen E.
Chamberlain, Donald L. Waite, Stephen J. Luczo, and Gary B. Filler.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
Except as described in Item 4(a) above, no negotiation is underway or is
being undertaken by the Company in response to the Offer which relates to or
would result in (1) an extraordinary transaction, such as a merger or
reorganization, involving the Company or any of its subsidiaries; (2) a
purchase, sale or transfer of a material amount of assets by the Company or any
of its subsidiaries; (3) a tender offer for or other acquisition of securities
by or of the Company; or (4) any material change in the current capitalization
or dividend policy of the Company.
Other than as set forth above, there is no transaction, board resolution,
agreement in principle or signed contract in response to the tender offer,
which relates to or would result in (1) an extraordinary transaction, such as a
merger or reorganization, involving the Company or any of its subsidiaries; (2)
a purchase, sale or transfer of a material amount of assets by the Company or
any of its subsidiaries; (3) a tender offer for or other acquisition of
securities by or of the Company; or (4) any material change in the current
capitalization or dividend policy of the Company.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Litigation.
On November 10, 1997, Vedatech Corporation commenced an action in the High
Court of Justice Chancery Division in the United Kingdom against Seagate
Software Information Management Group Ltd., a wholly-owned subsidiary of
Seagate Software, claiming breach of an oral agreement and infringement of a
Vedatech U.K. copyright in the Japanese translation of one of Seagate
Software's products and seeking monetary and injunctive relief. No specific
damage amount has yet been claimed. Seagate Software has hired local counsel in
the U.K., reviewed documents and conducted interviews. Seagate Software filed
an initial response in the U.K. court on January 13, 1998 and is now in the
discovery process.
Furthermore, on December 22, 1998, a former employee commenced an action in
the Superior Court of Santa Cruz County against Seagate Software claiming
promissory fraud and fraudulent inducement to enter a contract, breach of
contract, constructive wrongful discharge and related claims and seeking
monetary and injunctive relief. Specifically, the former employee alleges that
a Seagate Software officer agreed to sell him a division of Network Storage &
Management Group's business. No specific damage amount has yet been claimed.
Seagate Software filed an answer on January 19, 1999 and is now in the
discovery process.
Seagate Software believes these complaints have no merit and intends to
vigorously defend these actions. However if unfavorable outcomes were to arise,
there can be no assurance that such outcomes would not have a material adverse
effect on Seagate Software's liquidity, financial position or results of
operations.
In addition to the foregoing, Seagate Software is engaged in legal actions
arising in the ordinary course of its business and believes that the ultimate
outcome of these actions will not have a material adverse effect on Seagate
Software's financial position, liquidity, or results of operations.
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Antitrust Matters.
Seagate Software is not aware of any license or regulatory permit material
to its business that might be adversely affected by Seagate Technology's
acquisition of Seagate Software common stock as contemplated in the exchange
offer or of any approval or other action by any government or governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for Seagate Technology's acquisition or ownership of Seagate
Software common stock as contemplated by the exchange offer. Should any such
approval or other action be required, Seagate Software currently contemplates
that Seagate Technology or Seagate Software, as the case may be, will seek
such approval or take such other action. Without limitation to any other
approval that may be required, to the extent that the acquisition of Seagate
Technology common stock by any holder(s) of Seagate Software common stock
pursuant to the exchange offer results in the requirement of Seagate
Technology and such holder(s) to file Notification and Report Forms under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with the
Federal Trade Commission and the Antitrust Division of the Department of
Justice, Seagate Technology has indicated that it will file the required
Notification and Report Forms. Seagate Software does not currently anticipate
that any Hart-Scott Rodino filings will be required with respect to the
exchange offer. With respect to any such holder(s) of Seagate Software common
stock, the exchange could not occur until the waiting period(s) under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976 had expired or been
granted early termination. Until the applicable waiting periods expire,
Seagate Technology would have no obligation under the exchange offer, with
respect to such holder(s), to accept for payment and pay for Seagate Software
common stock. Seagate Software cannot predict whether it may determine that
Seagate Technology is required to delay the acceptance for payment of, or
payment for, Seagate Software common stock tendered pursuant to the exchange
offer pending the outcome of any such matter. There can be no assurance that
any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that the failure to obtain any such
approval or other action might not result in adverse consequences to Seagate
Software's business. Seagate Technology's obligations under the exchange offer
to accept for payment and pay for Seagate Software common stock are subject to
certain conditions.
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ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
DESCRIPTION
<TABLE>
<C> <S>
(a)(1) Press Release of Seagate Technology, Inc. dated April 26, 1999.
(b) None.
(c)(1)/1/+ General Services Agreement dated June 28, 1997 between Seagate
Software, Inc. and Seagate Technology, Inc.
(c)(2)/1/ Tax Allocation Agreement dated April 4, 1996 between Seagate
Software, Inc. and Seagate Technology, Inc.
(c)(3)/1/ Intercompany Revolving Loan Agreement dated June 28, 1996 between
Seagate Software, Inc. and Seagate Technology, Inc.
(c)(3)(1)/2/ Amendment No. 1 dated July 4, 1998 to Intercompany Revolving Loan
Agreement between Seagate Software, Inc. and Seagate Technology,
Inc.
(c)(4)/3/ Agreement and Plan of Reorganization dated as of October 5, 1998
by and among VERITAS Holding Corporation, VERITAS Software
Corporation, Seagate Technology, Inc., Seagate Software, Inc. and
Seagate Software Network Storage Management Group, Inc.
(c)(4)(1)/5/ Amended and Restated Agreement and Plan of Reorganization dated
as of April 16, 1999 by and among VERITAS Holding Corporation,
VERITAS Software Corporation, Seagate Technology, Inc., Seagate
Software, Inc. and Seagate Software Network & Storage Management
Group, Inc.
(c)(5)/4/+ Cross License and Original Equipment Manufacturer Agreement dated
as of October 5, 1998 by and among VERITAS Holding Corporation,
VERITAS Software Corporation and Seagate Software Information
Management Group, Inc.
(c)(5)(1)/5/ Amendment No. 1 to Cross-License and OEM Agreement dated as of
April 16, 1999 by and among VERITAS Software Corporation, VERITAS
Holding Corporation and Seagate Software Information Management
Group.
(c)(6)/4/+ Development and License Agreement dated as of October 5, 1998 by
and among Seagate Technology, Inc., VERITAS Holding Corporation
and VERITAS Software Corporation.
(c)(7)/5/ Form of Stockholder Agreement by and among Seagate Software,
Inc., Seagate Technology, Inc., VERITAS Holding Corporation and
VERITAS Software Corporation.
(c)(8)/4/ Form of Registration Rights Agreement by and among Seagate
Software, Inc. and Seagate Technology, Inc.
</TABLE>
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+ Confidential treatment has been requested for a portion of this exhibit
pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed
separately with the Commission.
1. Incorporated by reference to exhibits filed with Seagate Software,
Inc.'s Registration Statement on Form 10 as filed with the Securities
and Exchange Commission on October 3, 1997 and as amended on
December 11, 1997.
2. Incorporated by reference to exhibits filed with Seagate Software,
Inc.'s Annual Report on Form 10-K for the year ended July 3, 1998 as
filed with the Securities and Exchange Commission on September 2, 1998.
3. Incorporated by reference to exhibits filed with Seagate Technology's
Current Report on Form 8-K as filed with the Securities and Exchange
Commission on October 21, 1998.
4. Incorporated by reference to exhibits filed with Seagate Technology's
Amendment No. 3 to Registration Statement on Form S-4 (Reg. No. 333-
67585) as filed with the Securities and Exchange Commission on April 19,
1999.
5. Incorporated by reference to exhibits filed with Seagate Technology's
Amendment No. 4 to Registration Statement on Form S-4 (Reg. No. 333-
67585) as filed with Securities and Exchange Commission on April 21,
1999.
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 26, 1999 SEAGATE SOFTWARE, INC.
By: /s/ Terence R. Cunningham
-----------------------------------
Terence R. Cunningham
President and Chief Operating
Officer
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Exhibit (a)(1)
[For Release]
April 26, 1999
SEAGATE TECHNOLOGY
ANNOUNCES
COMMENCEMENT OF EXCHANGE OFFER FOR
SEAGATE SOFTWARE COMMON STOCK
SEAGATE TECHNOLOGY, INC. (NYSE:SEG) today announced that its registration
statement on Form S-4 has been declared effective by the SEC and is commencing
its exchange offer for all outstanding shares of common stock of Seagate
Software, Inc., a majority-owned subsidiary of Seagate Technology. The offer is
being made in connection with an agreement for the merger of VERITAS Software
Corporation (Nasdaq:VRTS) with the Network and Storage Management Group (NSMG)
of Seagate Software. The agreement was announced on October 5, 1998 and is
subject to the approval of stockholders of VERITAS Software Corporation and
Seagate Software, Inc. and other customary conditions. The merger transaction is
expected to be completed on May, 28 1999.
The exchange rate for Seagate Technology's exchange offer will be based on the
average closing price of Seagate Technology common stock for five trading days
ending on the sixth business day prior to the VERITAS-NSMG combination and the
average fair market value of Seagate Software for the same five trading days.
The exchange rate and the exchange offer are detailed in Schedule 14D-1 filed
by Seagate Technology with the Securities and Exchange Commission today.
The exchange offer, which is currently scheduled to expire at 12:00 midnight,
New York City time on June 7,1999 unless extended, is subject to the completion
of the VERITAS-NSMG transaction and other customary conditions.
For further information, contact:
Bill Rowley
Director of Investor Relations
Seagate Technology, Inc.
Voice: (831) 439-2371
Fax: (831) 438-2631
Email: [email protected]
