Exhibit (a)(1)(D)
NOTICE OF GUARANTEED DELIVERY
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 FOR PURCHASE 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 DEBENTURES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN
AT ANYTIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 18, 2003.
THIS NOTICE OF GUARANTEED DELIVERY 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 GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE
PURCHASE NOTICE IS REQUIRED TO BE GUARANTEED UNDER THE INSTRUCTIONS THERETO,
SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX IN THE PURCHASE NOTICE.
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 Company Notice.
As set forth in the Company Notice, this Notice of Guaranteed Delivery, or
one substantially equivalent to this form, must be used by a holder of the
Debentures if the holder elects to have the Company purchase such Debentures,
and (1) certificates representing such Debentures are not immediately available,
(2) time will not permit your Purchase Notice, certificates representing such
Debentures and all other required documents to reach the Paying Agent prior to
5:00 p.m., New York City time, on February 18, 2003, or (3) the procedures for
delivery by book-entry transfer (including delivery of an agent's message)
cannot be completed prior to 5:00 p.m., New York City time, on February 18,
2003.
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Company
Notice. On the terms and subject to the conditions of the Company Notice, the
undersigned hereby represents that it is the holder of the Debentures being
surrendered for purchase or caused to be surrendered hereby and is entitled to
surrender (or cause to surrender) for purchase such Debentures as contemplated
by the Company Notice and, 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, hereby surrenders (or causes to surrender) for purchase to the
Company the aggregate principal amount of Debentures indicated below.
The undersigned understands that the Debentures surrendered for purchase
may be withdrawn by written notice of withdrawal received by the Paying Agent at
any time prior to 5:00 p.m., New York City time, on February 18, 2003.
The undersigned understands that payment for the Debentures purchased will
be made only after valid receipt by the Paying Agent of (1) such Debentures, or
a book-entry confirmation of the surrender of such Debentures into the Paying
Agent's account at Depository Trust Company ("DTC") and (2) a Purchase Notice
(or a manually signed facsimile thereof), properly completed and duly executed,
with any signature guarantees and any other documents required by the Purchase
Notice or a properly transmitted agent's message, within three New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery. The term "agent's message" means a message, transmitted to DTC and
received by the Paying Agent and forming a part of a book-entry transfer, that
states that DTC has received an express acknowledgement that the undersigned
agrees to be bound by the Purchase Notice and that the Company may enforce the
Purchase Notice against the undersigned. The undersigned agrees that the
Debentures surrendered for purchase will be accepted only in principal amounts
at maturity equal to $1,000 or integral multiples thereof.
All authority conferred or agreed to be conferred in this Notice of
Guaranteed Delivery shall not be affected by, and shall survive the death or
incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, executors, administrators, personal and legal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned.
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, that person must set forth his or her
name, address and capacity as indicated below and submit evidence to the Company
of such person's authority to so act.
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NOTE: DO NOT SEND CERTIFICATES FOR DEBENTURES WITH THIS FORM - THEY SHOULD BE
SENT WITH A PROPERLY COMPLETED AND DULY EXECUTED PURCHASE NOTICE.
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PLEASE COMPLETE AND SIGN
DESCRIPTION OF DEBENTURES BEING SURRENDERED FOR PURCHASE
Name(s) and Address(es) of Registered Holder(s)
(Please fill in exactly as name(s) appear(s) Debentures Being Surrendered for Purchase
on Debentures)(1) (Attach additional signed list, if necessary)
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Debenture Certificate Principal Amount Principal Amount
Number(s)(2) Represented by Surrendered for
Debentures(2) Purchase (3)
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Total Amount
Surrendered for
Purchase
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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 are being surrendered for purchase by
book-entry transfer.
(3) If you desire to surrender for purchase less than the entire principal
amount evidenced by the Debentures listed above, please indicate in this
column the portion of the principal amount of such Debentures that you
wish to surrender for purchase, otherwise, the entire principal amount
evidenced by such Debentures will be deemed to have been surrendered for
purchase.
SIGN HERE
(TO BE COMPLETED BY ALL REGISTERED HOLDERS OF DEBENTURES BEING
SURRENDERED FOR PURCHASE)
Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
Debentures or on a security position listing or by person(s) authorized to
become registered Holder(s) of the Debentures by documents transmitted with this
Notice of Guaranteed Delivery. If the signature is by an attorney-in-fact,
executor, administrator, trustee, guardian, partner, officer of a corporation or
another person acting in a fiduciary or representative capacity, 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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Address(es):
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(Include Zip Code)
Capacity (full title):
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Area Code(s) and Telephone Number(s):
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[ ] Check this box if Debentures will be delivered by book-entry transfer and
provide the following information:
Transaction Code Number:
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Name of Surrendering Institution:
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DTC Account Number:
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Contact Person:
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Address:
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Telephone: Facsimile:
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THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States or another
"Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, hereby guarantees that, within three New York
Stock Exchange trading days from the date of execution of this Notice of
Guaranteed Delivery, a properly completed and validly executed Purchase Notice
(or a manually signed facsimile thereof), together with the Debentures
surrendered hereby in proper form for transfer (or confirmation of the
book-entry transfer of such Debentures into the Paying Agent 's account at DTC,
pursuant to the procedures for book-entry transfer set forth under the caption
"Procedures to be Followed by Holders Electing to Surrender Debentures for
Purchase - Notice of Guaranteed Delivery" in the Company Notice), and all other
required documents will be delivered by the undersigned to the Paying Agent.
The institution which completes this form must deliver to the Paying Agent this
Notice of Guaranteed Delivery, the Purchase Notice (or a manually signed
facsimile thereof) and certificates for Debentures, or in the case of a
book-entry transfer, an agent's message and confirmation of the book-entry
transfer of such Debentures into the Paying Agent's account with DTC, within the
time periods specified herein. The undersigned acknowledges that failure to do
so could result in financial loss to such institution.
Name of Firm:
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Authorized Signature:
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Name:
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(Please Print or Type)
Title:
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Address:
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Postal/Zip Code:
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Area Code and Telephone Number:
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Dated: , 2003
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NOTE: DO NOT SEND CERTIFICATES FOR DEBENTURES WITH THIS FORM - THEY SHOULD BE
SENT WITH A PROPERLY COMPLETED AND DULY EXECUTED PURCHASE NOTICE.
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