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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14 (D) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
SEAGATE SOFTWARE, INC.
(Name of Subject Company)
SEAGATE TECHNOLOGY, INC.
(Bidder)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
811804 103
(CUSIP Number of Class of Securities)
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Donald L. Waite
Executive Vice President
Seagate Technology, Inc.
920 Disc Drive
Scotts Valley, California 95067
(831) 438-6550
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPY TO:
Larry W. Sonsini, Esq.
John T. Sheridan, Esq.
Wilson, Sonsini, Goodrich & Rosati
A Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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Seagate Technology, Inc., a Delaware corporation ("STI"), hereby amends and
supplements its Tender Offer Statement on Schedule 14D-1 filed on April 21, 1999
(the "Statement"), with respect to the offer by STI to acquire all outstanding
shares of Common Stock, par value $.001 per share, of Seagate Software, Inc.
("Seagate Software") at the exchange rate set forth in the Offering
Circular/Prospectus included as Exhibit (A)(1) to the Statement (the "Exchange
Offer").
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Exchange Offer expired, as scheduled, at 12:00 midnight, New York City
time, on June 9, 1999.
Based on information provided by the exchange agent, approximately
3,267,155 shares of Seagate Software Common Stock were tendered of which
approximately 3,104,735 were exchanged into 5,272,040 shares of STI Common
Stock. Giving effect to the shares of Seagate Software Common Stock tendered in
the Exchange Offer, STI beneficially owned, as of June 10, 1999, approximately
57,962,988 shares of Seagate Software Common Stock, which equals approximately
99.96 % of the shares of Seagate Software Common Stock outstanding.
The following directors or officers of STI exchanged the number of shares
of Common Stock of Seagate Software set forth opposite his or her name:
Gary B. Filler 20,937
Lawrence Perlman 20,937
Townsend H. Porter 7,750
William D. Watkins 15,000
Laurel L.Wilkening 15,000
Bernard A. Carballo 15,000
Donald G. Colton 10,500
Kenneth E. Haughton 15,000
Robert A. Kleist 15,000
Stephen J. Luczo 104,789
Thomas F. Mulvaney 6,000
Charles C. Pope 5,416
Thomas P. Stafford 15,000
Donald L. Waite 12,000
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 7, 1999 SEAGATE TECHNOLOGY, INC.
By: /s/ Donald L. Waite
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Name: Donald L. Waite
Title: Executive Vice President,
Chief Administrative Officer
and Assistant Secretary
