Exhibit (a)(1)(C)
NOTICE OF WITHDRAWAL
OF SURRENDER OF
WESTERN DIGITAL TECHNOLOGIES, INC.
ZERO COUPON CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2018
CUSIP NUMBERS: 958102AF2 AND 958102AH8
PURSUANT TO THE COMPANY NOTICE
DATED JANUARY 17, 2003
THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 18, 2003.
REGISTERED HOLDERS OF DEBENTURES MUST SURRENDER THEIR DEBENTURES ON OR PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 18, 2003 IN ORDER TO RECEIVE THE
PURCHASE PRICE. DEBENTURES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN IF THE
REGISTERED HOLDER SUBMITS AND THE PAYING AGENT RECEIVES THIS COMPLETED AND
SIGNED NOTICE OF WITHDRAWAL NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON
FEBRUARY 18, 2003.
THIS NOTICE OF WITHDRAWAL SHOULD BE DELIVERED TO:
U.S. BANK, N.A.
CORPORATE TRUST DEPARTMENT
633 WEST 5TH STREET
12TH FLOOR
LOS ANGELES, CALIFORNIA 90071
BY FACSIMILE:
(213) 362-7357
CONFIRM BY TELEPHONE:
(213) 362-7345
DELIVERY OF THIS NOTICE OF WITHDRAWAL TO AN ADDRESS, OR TRANSMISSION VIA
FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF
WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL
PROCEDURES OF DTC.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Company Notice dated January 17, 2003, and the
accompanying Purchase Notice (the "Company Notice") of Western Digital
Technologies, Inc., a Delaware corporation (the "Company") relating to the
purchase by the Company, at the option of the holder thereof, of the Company's
Zero Coupon Convertible Subordinated Debentures due 2018 (the "Debentures") for
$459.64 per $1,000 principal amount at maturity of the Debentures, subject to
the terms and conditions of the Indenture and the Option.
This Notice of Withdrawal is to be completed by registered holders of
Debentures desiring to withdraw Debentures surrendered pursuant to the Company
Notice if (1) Debentures have been previously surrendered for purchase to the
Paying Agent, (2) delivery of such Debentures has been previously made by
book-entry transfer to the Paying Agent's account at Depository Trust Company
("DTC") pursuant to the book-entry transfer procedures described under the
caption "Procedures to be Followed by Holders Electing to Surrender Debentures
for Purchase" in the Company Notice, or (3) a Notice of Guaranteed Delivery has
been previously delivered to the Paying Agent with respect to such Debentures
pursuant to the guaranteed delivery procedures described under the caption
"Procedures to be Followed by Holders Electing to Surrender Debentures for
Purchase - Notice of Guaranteed Delivery" in the Company Notice. The signature
on this Notice of Withdrawal must be guaranteed by an Eligible Institution
unless the Debentures to be withdrawn have been surrendered for the account of
an Eligible Institution.
Ladies and Gentlemen:
The undersigned hereby withdraws the undersigned's surrender to the
Company for purchase of the Debentures described below, which Debentures were
previously surrendered for purchase pursuant to the terms of the Company Notice.
The undersigned understands that the withdrawal of previously surrendered
Debentures effected by this Notice of Withdrawal may not be rescinded and that
such Debentures will no longer be deemed to be validly surrendered for purchase
for purposes of the undersigned's Purchase Notice. Such withdrawn Debentures may
be resurrendered for purchase only by following the procedures for surrendering
set forth in the Company Notice and in the accompanying Purchase Notice.
* * *
DESCRIPTION OF DEBENTURES BEING WITHDRAWN
Name(s) and Address(es) of Registered Holder(s)
(Please fill in exactly as name(s) appear(s) on Debentures Being Withdrawn
Debentures)(1) (Attach additional signed list, if necessary)
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Debenture Certificate Principal Amount Principal Amount
Number(s)(2) Represented by Being Withdrawn(3)
Debentures(2)
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Total Amount Being
Withdrawn
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(1) Must correspond exactly to the name(s) that appear(s) on the
certificate(s) for the Debentures and the Paying Agent's record of
registered holders or, if surrendered by a DTC participant, exactly as
such participant's name(s) and address(es) appear(s) on the security
position listing of DTC.
(2) Need not be completed if Debentures were surrendered by book-entry
transfer.
(3) Unless otherwise specified, the entire aggregate principal amount
evidenced by such Debentures will be deemed to have been withdrawn.
METHOD OF DELIVERY
[ ] CHECK HERE IF DEBENTURES WERE PHYSICALLY DELIVERED TO THE PAYING AGENT.
[ ] CHECK HERE IF DEBENTURES WERE DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC AND COMPLETE THE
FOLLOWING:
Name of Surrendering Institution:
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Address:
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Telephone:
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Facsimile:
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Contact Person:
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Date Surrendered:
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DTC Account Number:
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Transaction Code Number:
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[ ] CHECK HERE IF DEBENTURES WERE DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE PAYING AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Owner(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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Account Number:
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Transaction Code Number:
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SIGN HERE
(TO BE COMPLETED BY ALL REGISTERED HOLDERS OF DEBENTURES BEING WITHDRAWN)
Must be signed by the registered holder(s) of Debentures exactly as their
name(s) appear(s) on the Debentures or on a security position listing or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Withdrawal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, agent, or other person acting in a fiduciary or representative
capacity, please set forth the signer's full title.
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(Signature(s) of Registered Holder(s) or Authorized Signatory)
Dated: , 2003
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Name(s):
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(Please Print)
Capacity (full title):
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Address(es):
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(Include Zip Code)
Area Code(s) and Telephone Number(s):
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GUARANTEE OF SIGNATURE(S)
(THIS GUARANTEE MUST BE COMPLETED)
Authorized Signature:
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Name:
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Title:
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Name of Eligible Institution:
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Address:
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Area Code and Telephone Number:
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Dated: , 2003
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