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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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
McAFEE ASSOCIATES, INC.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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SUPPLEMENT TO
MCAFEE ASSOCIATES, INC. AND NETWORK GENERAL CORPORATION
JOINT PROXY STATEMENT/PROSPECTUS DATED OCTOBER 31, 1997
Proposal Two under "Additional Matters Being Submitted to a Vote of Only
McAfee Stockholders -- Proposal Two -- Amendment to Second Restated
Certificate of Incorporation -- Name Change" to be presented for a stockholder
vote at the McAfee Special Meeting is hereby modified to provide that subject
to McAfee stockholder approval of this proposal and consummation of the
Merger, McAfee's Second Restated Certificate of Incorporation shall be amended
and restated to change McAfee's name to "Network Associates, Inc." or, if that
name is not available, to "Networks Associates, Inc." (and not to "Network
Associates, Inc.").
PROXY CARDS PREVIOUSLY DELIVERED BY MCAFEE STOCKHOLDERS VOTING IN FAVOR OF
THE NAME CHANGE WILL BE VOTED IN FAVOR OF THE FOREGOING MODIFIED PROPOSAL TWO.
MCAFEE STOCKHOLDERS WHO PREVIOUSLY VOTED IN FAVOR OF PROPOSAL TWO AND WHO WISH
TO CHANGE THEIR VOTE SHOULD PROMPTLY CONTACT MCAFEE'S PROXY SOLICITOR,
MACKENZIE PARTNERS, INC. AT (800) 322-2885 TOLL-FREE OR (212) 929-5500 COLLECT
FOR INSTRUCTIONS ON HOW TO CHANGE THEIR VOTE. THIS SUPPLEMENT WAS RELEASED TO
MCAFEE STOCKHOLDERS ON NOVEMBER 24, 1997.
