<PAGE> 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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
</TABLE>
WESTERN DIGITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(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:
----------------------------------------------------------------------
<PAGE> 2
[WESTERN DIGITAL LOGO]
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders at
the Company's headquarters, 8105 Irvine Center Drive, Irvine, California, on
March 11, 1997, at 10:00 a.m. Your Board of Directors and management look
forward to welcoming you.
The Special Meeting has been called for the purpose of voting on a
proposal to amend the Company's Certificate of Incorporation to increase the
Company's authorized Common Stock by 130,000,000 shares to an aggregate of
225,000,000 shares and to reduce the par value of the Company's Common Stock and
Preferred Stock from $0.10 to $0.01 per share.
Your Board of Directors unanimously recommends that you vote FOR this
proposal.
Whether or not you are able to attend the meeting, it is important that
your shares be represented, no matter how many shares you own. We urge you to
mark, sign, date and mail your proxy promptly in the envelope provided.
On behalf of the Board of Directors, thank you for your continued
support.
/s/ CHARLES A. HAGGERTY
--------------------------
Charles A. Haggerty
Chairman, President and
Chief Executive Officer
February 5, 1997
<PAGE> 3
WESTERN DIGITAL CORPORATION
8105 IRVINE CENTER DRIVE
IRVINE, CALIFORNIA 92618
----------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 11, 1997
To the Shareholders of
WESTERN DIGITAL CORPORATION
A Special Meeting of Shareholders of Western Digital Corporation, a
Delaware corporation (the "Company"), will be held at the Company's principal
executive offices, 8105 Irvine Center Drive, Irvine, California, on March 11,
1997 at 10:00 a.m. for the purpose of voting on a proposal to amend the
Company's Certificate of Incorporation to increase the Company's authorized
Common Stock by 130,000,000 shares to an aggregate of 225,000,000 shares and to
reduce the par value of the Common Stock and Preferred Stock from $0.10 to $0.01
per share.
The Board of Directors has fixed January 30, 1997, as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. YOU ARE
URGED TO SIGN, DATE AND OTHERWISE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON EVEN IF YOU HAVE
SIGNED AND RETURNED YOUR PROXY CARD.
By Order of the Board of Directors
Michael A. Cornelius
Vice President and Secretary
Irvine, California
February 5, 1997
<PAGE> 4
WESTERN DIGITAL CORPORATION
8105 IRVINE CENTER DRIVE
IRVINE, CALIFORNIA 92618
----------
PROXY STATEMENT
----------
SPECIAL MEETING OF SHAREHOLDERS
MARCH 11, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Western Digital Corporation, a Delaware
corporation (the "Company"), for use at the Company's Special Meeting of
Shareholders to be held on March 11, 1997, at 10:00 a.m. (the "Meeting") and at
any and all adjournments and postponements of the Meeting. The Meeting will be
held at the Company's principal executive offices at 8105 Irvine Center Drive,
Irvine, California for the purpose of voting on the proposed amendment to the
Company's Certificate of Incorporation described in this Proxy Statement and the
accompanying Notice of Special Meeting of Shareholders. This Proxy Statement
and the accompanying form of proxy will be first mailed to shareholders on or
about February 5, 1997.
The cost of preparing, assembling and mailing the Notice of Special
Meeting of Shareholders, Proxy Statement and forms of proxy and the cost of
soliciting proxies will be paid by the Company. Proxies may be solicited in
person or by telephone, facsimile or other means of communication by certain of
the directors, officers, and regular employees of the Company who will not
receive any additional compensation for such solicitation. The Company will
reimburse brokers or other persons holding stock in their names or the names of
their nominees for the expenses of forwarding soliciting material to their
principals. In addition, the Company has engaged D. F. King & Co., Inc., New
York, New York, to assist in soliciting proxies for a fee of approximately
$7,500 plus reimbursement of reasonable out-of-pocket expenses.
VOTING
January 30, 1997, has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting.
On that date there were approximately 43,800,000 shares of the Company's Common
Stock outstanding. Each share is entitled to one vote on any matter that may be
presented for consideration and action by the shareholders at the Meeting. The
holders of a majority of the shares of Common Stock outstanding on the record
date and entitled to be voted at the Meeting, present in person or by proxy,
will constitute a quorum for the transaction of business at the Meeting and any
adjournments and postponements thereof. Shares abstaining will be counted as
present at the Meeting for the purpose of determining the presence or absence of
a quorum for the transaction of business. The affirmative vote of a majority of
the shares of Common Stock outstanding is required to approve the proposed
amendment to the Certificate of Incorporation. Abstentions and non-votes will
have the same effect as votes against the proposed amendment.
Each proxy will be voted according to the shareholder's directions
specified in the proxy. Proxies granted without voting instructions will be
voted FOR the proposed amendment to the Company's Certificate of Incorporation.
Any shareholder has the power to revoke his/her proxy at any time before it is
voted at the Meeting by submitting a written notice of revocation to the
Secretary of the Company or by filing a duly executed proxy bearing a later
date. A proxy will not be voted if the shareholder who executed it is present
at the Meeting and elects to vote the shares represented thereby in person.
<PAGE> 5
SECURITY OWNERSHIP BY PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Common Stock of the Company, as of the dates indicated
in the applicable footnotes, by (i) each person known by the Company to own
beneficially more than 5% of the Company's outstanding shares of Common Stock as
of the dates specified, (ii) each director of the Company, (iii) the Company's
Chief Executive Officer and the Company's four other most highly compensated
executive officers, and (iv) all directors and executive officers of the Company
as a group.
<TABLE>
<CAPTION>
Amount and
Name and Address of Nature of Percent
Beneficial Owner Beneficial Ownership of Class (1)
- ---------------- -------------------- ------------
<S> <C> <C>
FMR Corp. (2) 4,723,100 10.8
82 Devonshire Street
Boston, Massachusetts 02109
Nicholas Applegate Capital Management (3) 3,210,559 7.3
600 West Broadway, Suite 2900
San Diego, California 92101
State Street Boston Corporation (4) 2,780,700 6.3
225 Franklin Street
Boston, Massachusetts 02110
Kopp Investment Advisors (5) 2,638,552 6.0
6600 France Ave., So., Suite 672
Edina, Minnesota 55435
Friess Associates of Delaware, Inc. (6) 2,330,000 5.3
3908 Hennett Pike
Greenville, Delaware 19807
Charles A. Haggerty (7) 313,885 *
I. M. Booth (8) 25,454 *
Andre R. Horn (8) 16,511 *
Irwin Federman (8) 33,000 *
Anne O. Krueger (8) 15,000 *
Thomas E. Pardun (8) 9,688 *
James A. Abrahamson (8) 15,000 *
Peter D. Behrendt (8) 20,375 *
Kathryn A. Braun (8) 49,691 *
Marc H. Nussbaum (8) 26,338 *
David W. Schafer (8) 25,386 *
Michael A. Cornelius (7) 31,987 *
All Directors and Executive Officers 619,479 1.4
as a group (15 persons) (9)
</TABLE>
* Less than 1%
(1) Applicable percentage of ownership is based on approximately 43,800,000
shares of Common Stock outstanding as of January 24, 1997, together with
applicable stock options for such shareholder. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to shares.
Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days after January 24, 1997, are deemed outstanding
for computing the percentage ownership of the person holding such stock
options, but are not deemed outstanding for computing the percentage of any
other person.
2
<PAGE> 6
(2) Reflects ownership as of October 31, 1996, based upon information
reported by FMR Corp. on Schedule 13G. FMR Corp. has sole voting power
with respect to 828,900 shares and sole dispositive power with respect
to 4,723,100 shares.
(3) Reflects ownership as of September 12, 1996, based upon information
provided by Nicholas Applegate Capital Management. Nicholas Applegate
Capital Management has sole dispositive power and sole voting power with
respect to 1,843,015 shares.
(4) Reflects ownership as of August 29, 1996, based upon information
provided by State Street Global Advisors. State Street Boston
Corporation has sole dispositive power with respect to 2,780,700 shares
and sole voting power with respect to 2,105,600 shares.
(5) Reflects ownership as of June 30, 1996, based upon information reported
by Kopp Investment Advisors on Schedule 13F. Kopp Investment Advisors
has sole dispositive power and sole voting power with respect to
40,000 shares.
(6) Reflects ownership as of September 5, 1996, based upon information
provided by Friess Associates. Friess Associates has sole dispositive
power and sole voting power with respect to 2,330,000 shares.
(7) Includes 125,812 and 23,865 shares of Common Stock which may be acquired
by Messrs. Haggerty and Cornelius, respectively, within 60 days after
January 24, 1997, through the exercise of stock options and 5,403 and
1,897 shares allocated to their respective accounts under the Company's
Retirement Savings and Profit Sharing Plan as of December 31, 1996, the
latest date for which information is reasonably available.
(8) Includes shares of Common Stock which may be acquired within 60 days
after January 24, 1997, through the exercise of stock options as
follows: Mr. Booth (zero), Mr. Horn (1,313), Mr. Federman (3,000),
Dr. Krueger (10,000), Mr. Pardun (4,688), Mr. Abrahamson (12,000),
Mr. Behrendt (19,000), Ms. Braun (30,704), Mr. Nussbaum (21,652), and
Mr. Schafer (20,105).
(9) Includes 304,510 shares of Common Stock which may be acquired within
60 days after January 24, 1997, through the exercise of stock options and
7,717 shares allocated to the respective accounts of such individuals
under the Company's Retirement Savings and Profit Sharing Plan as of
December 31, 1996, the latest date for which information is reasonably
available.
3
<PAGE> 7
APPROVAL OF THE AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
GENERAL
The Company's Certificate of Incorporation, as currently in effect,
provides that the Company is authorized to issue two classes of stock,
consisting of 95,000,000 shares designated as Common Stock, $0.10 par value
per share, and 5,000,000 shares designated as Preferred Stock, $0.10 par value
per share.
On November 14, 1996, the Board of Directors adopted, subject to
shareholder approval, an amendment to the Company's Certificate of Incorporation
to increase the authorized number of shares of Common Stock by 130,000,000
shares to an aggregate of 225,000,000 shares and to reduce the par value of the
Company's Common Stock and Preferred Stock from $0.10 to $0.01 per share.
Accordingly, if the amendment is approved the aggregate number of authorized
shares of capital stock (including both Common and Preferred) would increase
from 100,000,000 to 230,000,000. The proposed amendment does not affect any
terms or rights of the Company's Common Stock. As proposed to be amended,
Article IV of the Certificate of Incorporation would read as follows:
ARTICLE IV
AUTHORIZED CAPITAL STOCK
The Corporation shall be authorized to issue two classes of
shares of stock to be designated, respectively, "Preferred Stock" and
"Common Stock;" the total number of shares which the corporation shall
have authority to issue is 230 Million (230,000,000); the total number
of shares of Preferred Stock shall be Five Million (5,000,000) and each
such share shall have a par value of one cent ($0.01); and the total
number of shares of Common Stock shall be 225 Million (225,000,000) and
each such share shall have a par value of one cent ($0.01).
The shares of Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is hereby vested with
authority to fix by resolution or resolutions the designations and the
powers, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof,
including without limitation the dividend rate, conversion rights,
redemption price and liquidation preference, of any series of shares of
Preferred Stock, and to fix the number of shares constituting any such
series, and to increase or decrease the number of shares of any such
series (but not below the number of shares thereof then outstanding).
In case the number of shares of any such series shall be so decreased,
the shares constituting such decrease shall resume the status which they
had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series.
PURPOSE AND EFFECT OF THE AMENDMENT
Of the 95,000,000 shares of Common Stock currently authorized by the
Company's Certificate of Incorporation, approximately 43,800,000 shares were
issued and outstanding as of January 30, 1997, and an aggregate of approximately
13,000,000 were reserved under the Company's Employee Stock Option Plan, Stock
Option Plan for Non-Employee Directors, Employee Stock Purchase Plan, and
Non-Employee Directors Stock-for-Fees Plan. Accordingly, the Company has
available for other uses only approximately 38,200,000 shares of Common Stock.
It is the consensus of the Company's Board of Directors that the
authorized Common Stock remaining available is not sufficient to enable the
Company to respond to potential business opportunities and to pursue important
objectives that may be anticipated. Accordingly, the Board of Directors
believes that it is in the Company's best interests to increase the number of
authorized shares of Common Stock as described above. The
4
<PAGE> 8
availability of such additional authorized shares will enable the Company to
issue Common Stock for proper corporate purposes that may be identified by the
Board of Directors from time to time, including stock dividends, raising
additional capital, establishing strategic business relationships, and issuing
shares under management incentive or employee benefit plans to attract and
retain key personnel.
The proposed reduction in the par value per share of the Company's
Common Stock will result in a reduction of the Common Stock account shown on the
Company's balance sheet from its current level of $5,066,000 to $506,600, and a
commensurate increase in the additional paid-in capital shown on the Company's
balance sheet from its current level of $345,079,000 to $349,638,400, reflecting
the transfer to additional paid-in capital of the amount by which the Common
Stock account is reduced. There will be no net change in the total
shareholders' equity reflected on the Company's balance sheet. The reduction in
the par value per share is proposed to reduce the amount required to be carried
by the Company as capital, thereby potentially increasing the Company's surplus
available for various types of distributions and other corporate uses, and also
to reduce certain tax obligations that may be calculated on the basis of the
aggregate par value of the Company's authorized capital stock. The reduction in
par value is not expected to have any material effect upon shareholders.
If the proposed amendment is approved by shareholders, the Company will
file a Certificate of Amendment to its Certificate of Incorporation with the
Delaware Secretary of State promptly after the Meeting, whereupon the increase
in the Company's authorized Common Stock and reduction in par value will become
effective.
The Board of Directors has not authorized the issuance of any additional
shares of Common Stock, but has discussed the possibility of effecting a stock
split through the issuance of a stock dividend on the outstanding Common Stock.
Any decision by the Board of Directors to approve a stock dividend would be
based upon market and other factors deemed relevant by the Board of Directors,
and there can be no assurance that any stock dividend will be authorized.
However, the Board's concern that the current number of authorized but unissued
shares of Common Stock would be insufficient to enable the Company to effect an
appropriate stock dividend was an important factor in the Board's decision to
propose increasing the authorized shares.
If the proposed amendment is approved by shareholders, the authorized
Common Stock will be available for issuance at such times and for such purposes
as the Board of Directors may deem advisable. The Board anticipates authorizing
the issuance of additional shares from time to time upon terms the Board deems
to be in the best interests of the Company, and does not intend to solicit
further shareholder approval prior to the issuance of any additional shares of
Common Stock, except as may be required by applicable law or stock exchange
rules.
The increase in authorized Common Stock will not have any immediate
effect on the rights of the existing shareholders. Issuances of additional
authorized Common Stock in a stock dividend or distribution would reduce the
value of outstanding shares proportionately, and issuances of authorized Common
Stock in capital raising or other business transactions, or through management
compensation and incentive programs, would dilute existing shareholders'
interests in the Company. The Company's shareholders have no preemptive rights
with respect to the issuance of additional Common Stock. The Company intends to
apply to the New York Stock Exchange for the listing of any additional shares of
Common Stock if and when such shares are to be issued.
The Company last changed its authorized capital stock in 1988, when the
authorized shares of Common Stock and Preferred Stock were increased from
40,000,000 and 1,000,000, respectively, to 95,000,000 and 5,000,000,
respectively.
POTENTIAL ANTI-TAKEOVER EFFECT
Although the proposed amendment to the Company's Certificate of
Incorporation is not motivated by takeover concerns and is not considered by the
Board to be an anti-takeover measure, the availability of additional authorized
shares of Common Stock could enable the Board to issue shares defensively in
response to a takeover attempt. Such issuances could dilute the ownership and
voting rights of a person seeking to obtain control of the
5
<PAGE> 9
Company, dilute the value of outstanding shares, and increase the ownership of
shareholders opposed to a takeover. Thus, increasing the authorized Common
Stock could render more difficult and less likely a merger, tender offer or
proxy contest, assumption of control by a holder of a larger block of the
Company's stock, and the removal of incumbent management. Issuance of
additional shares unrelated to any takeover attempt could also have these
effects. The Company has previously adopted certain other measures that may
have the effect of discouraging or delaying unsolicited takeover attempts and
making removal of incumbent management more difficult, including the Board's
authority to designate and issue series of Preferred Stock with rights superior
to Common Stock, a shareholder rights plan, an advance notice bylaw, and
provisions for acceleration of certain stock options in connection with a
change in control. Management has no current intent to propose anti-takeover
measures in future proxy solicitations.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the shares of Common Stock
outstanding is required to approve the proposed amendment to the Company's
Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSED
AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION.
SHAREHOLDER PROPOSALS
Any shareholder intending to present a proposal at the Company's 1997
Annual Meeting of Shareholders must deliver the proposal to the Secretary of the
Company at the Company's principal executive officers no later than June 2,
1997, in order to have the proposal considered for inclusion in the proxy
statement and form of proxy relating to that meeting.
OTHER MATTERS
The Board of Directors of the Company does not know of any other matters
that are to be presented for action at the Meeting. Should any other matters
come before the Meeting or any adjournments and postponements thereof, the
persons named in the enclosed proxy will have the authority to vote all proxies
received with respect to such matters in their discretion.
Irvine, California
February 5, 1997
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICE ON, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL, AND YOUR
COOPERATION WILL BE APPRECIATED.
6
<PAGE> 10
PROXY WESTERN DIGITAL CORPORATION
8105 IRVINE CENTER DRIVE
IRVINE, CA 92618
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles A. Haggerty and Michael A.
Cornelius, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote as designated
below all the shares of Common Stock of Western Digital Corporation held of
record by the undersigned on January 30, 1997, at a Special Meeting of
Shareholders to be held on March 11, 1997, and at any postponements or
adjournments thereof. The proposals referred to below are described in the Proxy
Statement for the Special Meeting of Shareholders dated February 5, 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
1. APPROVAL OF THE AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK FROM 95,000,000 SHARES TO 225,000,000
SHARES AND TO REDUCE THE PAR VALUE OF THE COMMON STOCK AND PREFERRED STOCK
FROM $0.10 TO $0.01 PER SHARE, AS DESCRIBED IN THE PROXY STATEMENT FOR THE
SPECIAL MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(IMPORTANT -- PLEASE SIGN ON OTHER SIDE)
<PAGE> 11
(CONTINUED FROM OTHER SIDE)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.
Dated: , 1997
-------------------
-------------------------------
(Signature)
-------------------------------
(Signature)
Please sign your name exactly
as it appears hereon. When
shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
President or other authorized
officer. If a partnership,
please sign in full partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE> 12
TO: T. ROWE PRICE TRUST COMPANY
TRUSTEE OF THE WESTERN DIGITAL CORPORATION RETIREMENT SAVINGS AND PROFIT
SHARING PLAN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
With respect to shares of Common Stock of Western Digital Corporation
included in the Retirement Savings and Profit Sharing Plan, you are hereby
instructed to vote in accordance with the following all shares allocated to my
account in the plan:
1. APPROVAL OF THE AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK FROM 95,000,000 SHARES TO 225,000,000
SHARES AND TO REDUCE THE PAR VALUE OF THE COMMON STOCK AND PREFERRED STOCK
FROM $0.10 TO $0.01 PER SHARE, AS DESCRIBED IN THE PROXY STATEMENT FOR THE
SPECIAL MEETING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, Charles A. Haggerty and Michael A. Cornelius are
authorized to vote upon such other business as may properly come before the
meeting.
(IMPORTANT -- PLEASE SIGN ON OTHER SIDE)
<PAGE> 13
(CONTINUED FROM OTHER SIDE)
TO PARTICIPANTS IN THE WESTERN DIGITAL CORPORATION RETIREMENT SAVINGS AND PROFIT
SHARING PLAN
As a participant in the Retirement Savings and Profit Sharing Plan, with
respect to shares of Western Digital Corporation Common Stock included in the
plan at January 30, 1997, you have the right to instruct T. Rowe Price Trust
Company, the Trustee, how to vote shares allocated to your accounts in the plan.
For your information, a copy of the Proxy Statement for the Special Meeting of
Shareholders to be held on March 11, 1997, is forwarded herewith.
MY SHARES SHALL BE VOTED IN THE
MANNER DIRECTED ABOVE. IF THIS
FORM IS PROPERLY EXECUTED BUT
NO DIRECTION IS MADE ABOVE, THE
SHARES SHALL BE VOTED FOR
PROPOSAL 1.
Dated: , 1997
-------------------
-------------------------------
(Signature)
PLEASE MARK, SIGN, DATE AND
RETURN THIS INSTRUCTION CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 14
[WESTERN DIGITAL LETTERHEAD]
February 5, 1997
TO: Participants in the Western Digital Corporation
Retirement Savings and Profit Sharing Plan
As a participant in the Western Digital Corporation Retirement Savings and
Profit Sharing Plan, you have the right to vote the shares of Western Digital
common stock allocated to your account.
To allow you to do this, we are enclosing a voting instruction card, which when
completed will give instructions to the trustee of the plan, T. Rowe Price
Trust Company, on how you wish your shares to be voted. Also enclosed is a
Proxy Statement which explains the proposal being presented for shareholder
approval at the Special Meeting of Shareholders to be held on March 11, 1997.
The Company is asking for your approval of the proposal to amend the
Company's Certificate of Incorporation to increase the Company's
authorized Common Stock by 130,000,000 shares to an aggregate of
225,000,000 shares and to reduce the par value of the Company's
Common Stock and Preferred Stock from $0.10 to $0.01 per share.
Your Board of Directors unanimously recommends that you vote FOR this proposal.
As a stock owner in Western Digital, ONLY YOU (through the trustee) CAN VOTE
YOUR SHARES. No one else has that right. If you do not provide the trustee
with voting instructions, your shares will not be voted. Therefore, it is
important that your shares, no matter how large or small the amount, be
represented at the Special Meeting of Shareholders.
Please take the time to complete the enclosed card and return it in the
enclosed, pre-addressed envelope as soon as possible.
Thank you for your cooperation.
/s/ Michael A. Cornelius
Michael A. Cornelius
<PAGE> 15
[WESTERN DIGITAL LETTERHEAD]
February 3, 1997
RE: Proposal to Increase Number of Authorized Common Shares
Dear :
As you know, we have scheduled a special meeting of our shareholders for March
11, 1997 to seek shareholder approval of an amendment to our charter which
would increase the authorized number of common shares from 95 million to 225
million. (The proposed amendment also calls for a reduction in the par value
of our capital stock from $0.10 per share to $0.01 per share.)
A copy of our proxy statement is enclosed for your reference. As reflected in
the proxy statement, one of the most important considerations for our Board in
reaching the decision to seek shareholder approval of the proposed charter
amendment was the fact that the current authorized share level would be
insufficient to allow the Board to implement a stock split in the form of a
share dividend -- if the Board were to determine that such a split was in the
Company's best interest.
As you know, the customary method used by Delaware corporations to accomplish a
split is by means of a share dividend, and the new shares that are distributed
in such a split are taken from the authorized but unissued shares available
under the corporate charter.
No decision has been made at this time by our Board regarding any stock split.
The Board is aware, however, of the trading ranges of the companies in the
personal computer and storage industries, including our competitors, suppliers,
and OEM customers. Although Western Digital has never previously split its
stock, it is the practice of the companies that participate in our industry to
split their stock when it is trading above the range that is typical for our
industry. A summary of selected companies that participate in our industry and
their recent split history is enclosed for your reference. Also enclosed is a
chart showing the 52-week trading range of Western Digital.
<PAGE> 16
In light of the very significant rise in the market price of our common stock
in the past year, we believe that the increase in authorized common shares
contemplated by our proposed charter amendment is appropriate and in the
Company's best interest.
We are seeking and would greatly appreciate your support of the proposal to
increase the number of authorized shares and to reduce par value. If you have
any comments or questions, please feel free to call me at (212) 867-4490.
Thank you for your attention to this matter.
Sincerely,
/s/ Robert J. Blair
Robert J. Blair
Vice President
Corporate Communications
Investor Relations
Enclosures
<PAGE> 17
STOCK SPLIT HISTORY
-------------------
SELECTED COMPANIES
------------------
<TABLE>
<CAPTION>
52 WEEKS PRICE PRICE CHANGE
------------------------ ----------------------- -----------------------------
3MTH. 6MTH. 1YEAR 3MTH 6MTH. 1 YEAR
HIGH LOW PRICE AFT. AFT. AFT. AFT. AFT. AFT.
SPLIT SPLIT SPLIT SPLIT SPLIT SPLIT SPLIT SPLIT SPLIT SPLIT SPLIT
COMPANY NAME DATE FACTOR DATE DATE DATE DATE DATE DATE DATE DATE DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADAPTEC, INC. 11/18/96 2 FOR 1 35.38 17.94 35.00 45.75 45.75 45.75 30.7% 30.7% 30.7%
CIRRUS LOGIC INC. 07/18/95 2 FOR 1 36.13 10.63 35.13 45.00 18.25 15.38 28.1% (48.0%) (56.2%)
DELL COMPUTER CORP. 10/30/95 2 FOR 1 23.81 9.34 22.88 13.81 22.94 39.47 (39.6%) 0.3% 72.5%
DELL COMPUTER CORP. 12/09/96 2 FOR 1 60.50 11.73 60.50 66.75 66.75 66.75 10.3% 10.3% 10.3%
HEWLETT-PACKARD CO. 04/17/95 2 FOR 1 31.50 18.00 31.50 41.25 45.13 49.19 31.0% 43.3% 56.2%
HEWLETT-PACKARD CO. 07/16/96 2 FOR 1 56.88 36.25 41.63 47.25 54.38 53.75 13.5% 30.6% 29.1%
IOMEGA CORP. 02/01/96 3 FOR 1 8.89 0.87 7.69 29.76 17.25 19.13 287.1% 124.4% 148.8%
IOMEGA CORP. 05/21/96 2 FOR 1 43.38 2.31 43.38 13.06 21.50 19.13 (69.9%) (50.4%) (55.9%)
SEAGATE TECHNOLOGY 11/27/97 2 FOR 1 39.38 19.44 39.38 48.88 48.88 48.88 24.1% 24.1% 24.1%
SUN MICROSYSTEMS INC. 12/12/95 2 FOR 1 24.94 7.63 24.19 23.50 30.25 30.38 (2.8%) 25.1% 25.6%
SUN MICROSYSTEMS INC. 12/11/96 2 FOR 1 35.00 18.69 30.50 32.75 32.75 32.75 7.4% 7.4% 7.4%
</TABLE>
<PAGE> 18
Attachment 2
WESTERN DIGITAL CORPORATION
STOCK HISTORY
-------------
(52 Weeks)
[STOCK PERFORMANCE LINE GRAPH HERE. Depicts: (1) Western Digital Corporation
stock performance for the 52-week period from February 1996 through January
1997 (rising from approximately 20 points at around February 1996 to
approximately 70 points at around January 1997) and (2) the relative
performance of the S&P 500 for the same period (rising from approximately 20
points at around February 1996 to approximately 23 points at around January
1997)].
[DAILY VOLUME BAR GRAPH HERE. Depicts the daily volume of Western Digital
Corporation stock for the 52-week period from February 1996 through January
1997.]
