<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
SCHEDULE 13E-3
TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
SEAGATE TECHNOLOGY, INC.
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(NAME OF THE ISSUER)
SEAGATE TECHNOLOGY, INC.
VERITAS SOFTWARE CORPORATION
SUEZ ACQUISITION COMPANY (CAYMAN) LIMITED
STEPHEN J. LUCZO
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(NAMES OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
811804 10 3
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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Lawrence Perlman Mark Leslie David J. Roux
Gary Filler Chief Executive Officer Suez Acquisition Company
Stephen J. Luczo and Chairman of the Board (Cayman) Limited
Co-Chairmen of the Board VERITAS Software Corporation P.O. Box 265GT
Seagate Technology, Inc. 1600 Plymouth Street Walker House
920 Disc Drive Mountain View, California 94043 George Town
Scotts Valley, California 95066 (650) 335-8000 Grand Cayman
(831) 438-6550 Cayman Islands
(650) 233-8120
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
COPIES TO:
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Larry W. Sonsini, Esq. Michael A. Schwartz, Esq. William E. Curbow, Esq.
Michael J. Kennedy, Esq. Willkie Farr & Gallagher Simpson Thacher & Bartlett
Wilson Sonsini Goodrich & Rosati 787 Seventh Avenue 425 Lexington Avenue
Professional Corporation New York, New York 10019 New York, New York 10017
650 Page Mill Road (212) 728-8000 (212) 455-2000
Palo Alto, California 94043
(650) 493-9300
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This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement subject
to Regulation 14A (secs. 240.14a-1 through 240.14b-2), Regulation 14C
(secs. 240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(sec. 240.13e(c)) under the Securities Exchange Act of 1934 ("the Act").
b. [X] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
$15,172,950,000 $3,034,590
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* For purposes of calculating the filing fee only. The filing fee was calculated
by multiplying (i) the estimated number of shares of common stock, par value
$.01 per share, of Seagate Technology, Inc. ("Seagate Shares") (241,800,000)
that would be exchanged for cash and shares of common stock, par value $.001,
of VERITAS Software Corporation ("VERITAS Shares") in the merger, (as
determined pursuant to the table appearing on page 6 of the joint proxy
statement/prospectus attached as Exhibit (a)(1) to this Transaction
Statement by (ii) the average of the high and low prices for a Seagate Share
on the New York Stock Exchange on October 12, 2000. The filing fee,
calculated in accordance with Regulation 240.0-11 under the Securities
Exchange Act of 1934, equals one-fiftieth of one percent of the amount
determined pursuant to the preceding sentence. The entire amount of this
filing fee is offset, as described below.
[X] Check the box if any part of the fee is offset as provided by
sec. 240.0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
The entire amount of the filing fee is offset by the registration fee
paid in connection with the filing of a Registration Statement on Form
S-4 by VERITAS Software Corporation.
Form or Registration No.: Form S-4 originally filed on July 13, 2000; Schedule
14A (File nos. 1-11403 and 0-26247) originally filed on May 19, 2000; and
Schedule 13E-3 (file no. 1-11403) originally filed on May 19, 2000.
Filing Party: VERITAS Software Corporation (Form S-4); VERITAS Software
Corporation and Seagate Technology, Inc. (Schedule 14A); and VERITAS Software
Corporation, Seagate Technology, Inc., Suez Acquisition Company (Cayman) Limited
and Stephen J. Luczo (Schedule 13E-3).
Date Filed: May 19, 2000 (Schedule 14A and Schedule 13E-3); and July 13, 2000
(Form S-4).
<PAGE> 2
INTRODUCTION
This Amendment No. 4 to the Schedule 13E-3 Transaction Statement (this
"Transaction Statement") is being filed by Seagate Technology, Inc., a Delaware
corporation ("Seagate"), VERITAS Software Corporation, a Delaware corporation
("VERITAS"), Suez Acquisition Company (Cayman) Limited, a limited company
organized under the laws of the Cayman Islands ("SAC"), and Stephen J. Luczo in
connection with the proposed (i) sale of Seagate's operating property and assets
to SAC (the "Stock Purchase") pursuant to that certain Stock Purchase Agreement,
dated as of March 29, 2000, as amended (the "Stock Purchase Agreement"), by and
among SAC, Seagate and Seagate Software Holdings, Inc., a Delaware corporation
and a wholly owned subsidiary of Seagate ("Seagate Software"), and (ii) merger
of a wholly owned subsidiary of VERITAS with and into Seagate (the "Merger")
pursuant to that certain Agreement and Plan of Merger and Reorganization, dated
as of March 29, 2000, as amended (the "Merger Agreement"), by and among VERITAS,
Victory Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of VERITAS ("Merger Sub"), and Seagate.
Under the terms of the Stock Purchase Agreement, Seagate will sell all of
its property and assets and the property and assets of its consolidated
subsidiaries, other than certain designated assets, to SAC in exchange for
$2.050 billion in cash, less the value of Seagate equity securities held by
members of Seagate's senior management team which will be converted into equity
securities of SAC and will not be entitled to receive any consideration in the
Merger. The designated Seagate assets which will not be sold to SAC consist of
(i) the capital stock of Seagate Software, (ii) Seagate's investments in
VERITAS, Gadzoox Networks, Inc. and Lernout & Hauspie Speech Products N.V.,
(iii) Seagate's cash in excess of approximately $765 million and an additional
amount of cash necessary to satisfy Seagate's tax liabilities, satisfy its tax
withholding obligations arising upon the acceleration of Seagate options at the
effective time of the Merger, and redeem its existing indebtedness that will be
acquired by SAC in the Stock Purchase, and (iv) the right to receive certain tax
refunds received and credits utilized by VERITAS that are attributable to
Seagate for all periods prior to the effective time of the Merger.
Under the terms of the Merger Agreement, immediately following and
contingent upon the closing of the Stock Purchase, Merger Sub will merge with
and into Seagate and each outstanding share of Seagate common stock (other than
certain shares to be cancelled) will be converted into the right to receive a
proportionate share of the merger consideration, which will consist of (i)
109,330,300 shares of VERITAS common stock, (ii) an additional variable number
of shares of VERITAS common stock which have a market value shortly before the
effective time of the Merger that is intended to be approximately equivalent to
(A) a negotiated discount to the market value of Seagate's investments in
Gadzoox Networks and Lernout & Hauspie shortly before the effective time of the
Merger, and (B) the amount (the "Retained Cash Amount") by which VERITAS elects
to reduce the cash portion of the Merger consideration, up to a maximum of $500
million, (iii) an amount of cash equal to Seagate's cash at the effective time
of the Merger, which will include the net proceeds received and retained by
Seagate in connection with the Stock Purchase, and which will be reduced by the
Retained Cash Amount, and (iv) the right to receive the value of certain tax
refunds received and credits utilized by VERITAS that are attributable to
Seagate and relate to periods ending on or prior to the effective time of the
Merger. As a result of the Merger, Seagate will become a wholly owned subsidiary
of VERITAS, and VERITAS will indirectly acquire all of the designated assets
described above that are not purchased by SAC in connection with the Stock
Purchase.
This Transaction Statement is being filed with the Securities and Exchange
Commission concurrently with the filing of Amendment No. 3 to a Registration
Statement on Form S-4 (file no. 333-41318) by VERITAS with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). A copy of the joint proxy statement/prospectus (the "Joint
Proxy Statement/Prospectus") included in Amendment No. 3 to the Registration
Statement is attached to this Transaction Statement as Exhibit (a)(1). The
information in the Joint Proxy Statement/Prospectus, including all schedules,
exhibits, appendices and annexes thereto, is hereby incorporated by reference in
this Transaction Statement in response to all or some of the items set forth in
Schedule 13E-3 under the Securities and Exchange Act of 1934, as amended, and
the responses to each item set forth below are qualified in their entirety by
the provisions of the Joint Proxy Statement/Prospectus. The Joint Proxy
Statement/Prospectus is in preliminary form and is subject to completion or
amendment. Specific item numbers from Schedule 13E-3, including the applicable
sections of Regulation M-A, are included in this Transaction Statement only to
the extent necessary to provide information that is not in the Joint Proxy
Statement/Prospectus but is required to be disclosed pursuant to
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Schedule 13E-3. Capitalized terms used but not otherwise defined in this
Transaction Statement shall have the respective meanings ascribed thereto in the
Joint Proxy Statement/Prospectus.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS
(b) Business and Background of Entities.
(c) Business and Background of Natural Persons.
Seagate Technology is a Delaware corporation. Its principal executive
offices are located at 920 Disc Drive, Scotts Valley, California 95066 and its
primary telephone number is (831) 438-6550. None of Seagate's directors or
executive officers has during the past five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
VERITAS Software Corporation is a Delaware corporation. Its principal
executive offices are located at 1600 Plymouth Street, Mountain View, California
94043 and its primary telephone number is (650) 335-8000. None of VERITAS'
directors or executive officers has during the past five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
Silver Lake Partners, L.P. is a Delaware limited partnership. Its principal
executive offices are located at 2725 Sand Hill Road, Building C, Menlo Park, CA
94025 and its primary telephone number is (650) 233-8120. David J. Roux is the
sole director of SAC, a Managing Member of Silver Lake Technology Associates,
LLC, which is the general partner of Silver Lake Partners, L.P., and a Managing
Member of Silver Lake Technology Management. Mr. Roux served as Executive Vice
President of Oracle Corporation from 1994 to 1998 and Chief Executive Officer of
Liberate Technologies from February 1998 to November 1998. Mr. Roux remains the
Chairman and a director of Liberate Technologies. Mr. Roux's primary business
address is c/o Silver Lake Partners, L.P., 2725 Sand Hill Road, Building C,
Menlo Park, CA 94025.
None of SAC, Silver Lake Partners, L.P., or any director or executive
officer of SAC or Silver Lake Partners, L.P., has during the past five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
Stephen J. Luczo is the President and Chief Executive Officer of Seagate
Technology, and a director of both Seagate Technology and VERITAS.
ITEM 16. EXHIBITS
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(a)(1) Preliminary Joint Proxy Statement/Prospectus for Special Meetings of
Stockholders of Seagate Technology, Inc. and VERITAS Software
Corporation, dated October 19, 2000 included as part of Amendment
No. 3 to the Registration Statement on Form S-4 filed by VERITAS on
October 19, 2000 (file no. 333-41318).
(c)(1) Presentation by Morgan Stanley & Co. Incorporated to the Board of
Directors of Seagate, dated March 22, 2000.*
(c)(2) Presentation by Morgan Stanley & Co. Incorporated to the Board of
Directors of Seagate, dated March 29, 2000.*
(c)(3) Presentation by Morgan Stanley & Co. Incorporated to the Board of
Directors of Seagate, dated August 25, 2000.*
(c)(4) Presentation by Credit Suisse First Boston Corporation to members
of the Board of Directors of VERITAS Software Corporation, dated
March 23, 2000.*
(c)(5) Opinion of Morgan Stanley & Co. Incorporated, dated March 29, 2000.*
(c)(6) Opinion of Morgan Stanley & Co. Incorporated, dated August 29, 2000
(included as part of the Joint Proxy Statement/Prospectus filed as
Exhibit (a)(1)).
(c)(7) Opinion of Credit Suisse First Boston Corporation, dated March 29,
2000 (included as part of the Joint Proxy Statement/Prospectus filed
as Exhibit (a)(1)).
(e)(1) Statement Regarding Conflicts of Interest (included as part of the
Joint Proxy Statement/Prospectus filed as Exhibit (a)(1)).
(f)(1) Statement of Appraisal Rights (included as part of the Joint Proxy
Statement/Prospectus filed as Exhibit (a)(1)).
(h)(1) Tax Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included as part of the Joint Proxy Statement/
Prospectus filed as Exhibit (a)(1)).
(h)(2) Tax Opinion of Willkie Farr & Gallagher (included as part of the
Joint Proxy Statement/Prospectus filed as Exhibit (a)(1)).
(h)(3) Form of Closing Tax Opinion of Willkie Farr & Gallagher (included
as part of the Registration Statement, as Exhibit 8.03).
(h)(4) Form of Closing Tax Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (included as part of the Registration
Statement, as Exhibit 8.04).
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* Previously filed.
<PAGE> 4
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
SUBJECT COMPANY AND FILING PERSON:
SEAGATE TECHNOLOGY, INC.
By: /s/ William L. Hudson
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Name: William L. Hudson
Title: Senior Vice President, General
Counsel and Corporate Secretary
ADDITIONAL FILING PERSONS:
VERITAS SOFTWARE CORPORATION
By: /s/ Jay Jones
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Name: Jay Jones
Title: Senior Vice President and
Chief Administrative Officer
SUEZ ACQUISITION COMPANY (CAYMAN) LIMITED
By: /s/ David J. Roux
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Name: David J. Roux
Title: Director
/s/ Stephen J. Luczo
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Stephen J. Luczo
<PAGE> 5
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(1) Preliminary Joint Proxy Statement/Prospectus for Special Meetings of
Stockholders of Seagate Technology, Inc. and VERITAS Software
Corporation, dated October 19, 2000 included as part of Amendment
No. 3 to the Registration Statement on Form S-4 filed by VERITAS on
October 19, 2000 (file no. 333-41318).
(c)(1) Presentation by Morgan Stanley & Co. Incorporated to the
Board of Directors of Seagate, dated March 22, 2000.*
(c)(2) Presentation by Morgan Stanley & Co. Incorporated to the
Board of Directors of Seagate, dated March 29, 2000.*
(c)(3) Presentation by Morgan Stanley & Co. Incorporated to the Board of
Directors of Seagate, dated August 25, 2000.*
(c)(4) Presentation by Credit Suisse First Boston Corporation to members of
the Board of Directors of VERITAS Software Corporation,
dated March 23, 2000.*
(c)(5) Opinion of Morgan Stanley & Co. Incorporated, dated March 29, 2000.*
(c)(6) Opinion of Morgan Stanley & Co. Incorporated, dated August 29, 2000
(included as part of the Joint Proxy Statement/Prospectus filed as
Exhibit (a)(1)).
(c)(7) Opinion of Credit Suisse First Boston Corporation, dated
March 29, 2000 (included as part of the Joint Proxy
Statement/Prospectus filed as Exhibit (a)(1)).
(e)(1) Statement Regarding Conflicts of Interest (included as part
of the Joint Proxy Statement/Prospectus filed as Exhibit (a)(1)).
(f)(1) Statement of Appraisal Rights (included as part of the Joint Proxy
Statement/Prospectus filed as Exhibit (a)(1)).
(h)(1) Tax Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included as part of the Joint Proxy Statement/Prospectus
filed as Exhibit (a)(1)).
(h)(2) Tax Opinion of Willkie Farr & Gallagher (included as part of the Joint
Proxy Statement/Prospectus filed as Exhibit (a)(1)).
(h)(3) Form of Closing Tax Opinion of Willkie Farr & Gallagher (included as
part of the Registration Statement, as Exhibit 8.03).
(h)(4) Form of Closing Tax Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation (included as part of the Registration
Statement, as Exhibit 8.04).
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* Previously filed.
