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EXHIBIT 99.6
[VERITAS LOGO]
, 2000
Dear Stockholders:
VERITAS Software Corporation will hold a special meeting of our
stockholders at our offices located at 900 Alta Avenue, Mountain View,
California 94043 on November 21, 2000 at 9:00 a.m., Pacific Time.
At the meeting, we will ask you to vote on a proposal to approve the
issuance of new shares of VERITAS common stock to be issued to stockholders of
Seagate Technology, Inc. in connection with the merger of a wholly owned
subsidiary of VERITAS with and into Seagate.
After careful consideration, our board of directors has approved the
merger, the merger agreement, as amended (which sets forth the terms and
conditions of the merger), and the issuance of new shares of VERITAS common
stock, and has concluded that the merger, the merger agreement and the share
issuance are in the best interests of VERITAS and you, our stockholders.
Our board of directors recommends a vote FOR the proposed issuance of new
shares of VERITAS common stock in connection with the merger.
In connection with the merger, VERITAS will pay to Seagate's stockholders
an amount of cash equal to all of the cash that Seagate holds at the time of the
merger (currently estimated to be approximately $1.821 billion), unless we elect
to reduce this amount and increase the number of shares we issue instead. If we
make this election, then the amount of cash we pay to Seagate stockholders will
be reduced accordingly.
Also in connection with the merger, VERITAS will issue to Seagate's
stockholders shares of its common stock. It is this issuance of new shares for
which we are seeking your approval at the special meeting. The number of VERITAS
shares issuable in connection with the merger depends on numerous variables that
are described in detail starting on page 27 of the attached disclosure document
under the heading "Summary -- The Merger Agreement and the Merger -- The Merger
Consideration" and page 140 under the heading "The Merger Agreement and the
Merger -- The Merger Consideration". We will not determine the exact number of
shares being issued until shortly before the completion of the merger.
Based upon the market prices of VERITAS common stock and of Seagate's
investment securities as of October 11, 2000, and assuming that VERITAS elects
to reduce the amount of cash payable in connection with the merger by $500
million, VERITAS would issue approximately 113.3 million shares. Note that this
estimate is approximately 14.8 million less than the 128,059,966 VERITAS shares
held by Seagate that VERITAS will acquire by acquiring Seagate in the merger.
While the actual number of shares issuable could be greater or lesser than this
estimate, we expect the total number to be less than the 128,059,966 VERITAS
shares we will acquire. The result is that, after
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the merger, each VERITAS share that you currently hold will represent a slightly
larger portion of the company and a slightly larger percentage of the total
voting power.
You should note that it is possible, though very unlikely, that VERITAS
could end up having to issue more than the 128,059,966 shares currently held by
a Seagate subsidiary. However, this would only happen if the market prices of
Seagate's investment securities rose significantly while the market price of
VERITAS common stock fell significantly. Although VERITAS would have to offer
more shares than anticipated in this unlikely circumstance, VERITAS would
nevertheless own the appreciated investment securities that caused us to be
required to issue more VERITAS shares.
A notice of the meeting and a disclosure document relating to the merger as
well as other related transactions are enclosed. The disclosure document
describes these transactions in detail and presents significant related
information. Please read it carefully.
We invite you to attend the meeting. Whether or not you plan to attend,
please complete, sign and date the enclosed proxy and return it to us in the
enclosed envelope. If you attend the meeting, you may vote in person if you
wish, even if you have previously returned your proxy. It is important that your
shares be represented and voted at the meeting.
You will not be required to exchange your VERITAS stock certificates in
connection with the merger or the other transactions described in the disclosure
document. PLEASE DO NOT SEND IN YOUR CERTIFICATES.
Sincerely,
Mark Leslie
Chief Executive Officer and
Chairman of the Board
THE TRANSACTIONS DESCRIBED IN THIS DOCUMENT INVOLVE NUMEROUS RISKS. SEE
"RISK FACTORS -- RISKS TO BOTH SEAGATE AND VERITAS STOCKHOLDERS RELATING TO THE
LEVERAGED BUYOUT AND THE MERGER."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE LEVERAGED BUYOUT, THE MERGER OR
THE SECURITIES TO BE OFFERED TO SEAGATE STOCKHOLDERS IN CONNECTION WITH THE
MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE LEVERAGED BUYOUT OR THE
MERGER, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE
ATTACHED DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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[VERITAS LOGO]
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Our Stockholders:
We will hold a special meeting of VERITAS Software Corporation at 9:00
a.m., Pacific Time, on November 21, 2000 at our offices located at 900 Alta
Avenue, Mountain View, California 94043 to consider and vote on a proposal to
issue new shares of VERITAS common stock to stockholders of Seagate Technology,
Inc. in connection with the merger of a wholly owned subsidiary of VERITAS with
and into Seagate, upon the terms and subject to the conditions set forth in the
merger agreement, as amended, a copy of which is included as Annex B, Annex D
and Annex E to the attached disclosure document, respectively (with the exact
number of shares to be issued being determined as described in the attached
disclosure document). No other business will be conducted at the special
meeting.
The merger agreement, the merger and the share issuance, as well as other
related matters, are more fully described in the disclosure document that
accompanies this notice.
The close of business on October 20, 2000 is the record date for the
determination of our stockholders entitled to vote at this meeting or any
adjournments or postponements thereof.
Sincerely,
Mark Leslie
Chief Executive Officer and
Chairman of the Board
Mountain View, California
, 2000
TO ENSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE POSTAGE-PAID
ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU CAN REVOKE
YOUR PROXY AT ANY TIME BEFORE IT IS VOTED.
