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Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-70785
PROSPECTUS SUPPLEMENT NO. 14
(TO PROSPECTUS DATED APRIL 6, 1999)
2,880,382 Shares
WESTERN
DIGITAL
CORPORATION
COMMON STOCK
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You should read this prospectus supplement and the accompanying
prospectus carefully before you invest. Both documents contain information you
should consider when making your investment decision.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THE PROSPECTUS AND THOSE
INCORPORATED BY REFERENCE FROM OUR 10-Q FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MAY 15, 2000 TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE
BUYING SHARES OF OUR COMMON STOCK.
Issue Price
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Per Share $5.207643
Total $15,000,000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is September 6, 2000.
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PLAN OF DISTRIBUTION
We are offering 2,880,382 shares of our common stock to an
institutional investor pursuant to this prospectus supplement. The common stock
will be purchased at a negotiated purchase price of $5.207643 per share. This
price reflects the average of recent trading prices of our common stock on the
New York Stock Exchange, net of a 4.25% discount. We will not pay any
commissions or other compensation in connection with this sale of our common
stock.
USE OF PROCEEDS
The net proceeds to us from this offering will be $15,000,000. We plan
to use the net proceeds for general corporate purposes, including working
capital.
Pending use of the net proceeds for any of these purposes, we may
invest in short-term investment grade instruments, interest-bearing bank
accounts, certificates of deposit, money market securities, U.S. government
securities or mortgage-backed securities guaranteed by federal agencies.
MARKET FOR OUR COMMON STOCK
On September 5, 2000, the last reported sales price of our common stock
on the New York Stock Exchange was $6 per share. Our common stock is traded
on the New York Stock Exchange under the symbol "WDC." The common stock sold
under this prospectus supplement will be listed on the New York Stock Exchange.
As of August 11, 2000, and before the issuance of shares pursuant to
this prospectus supplement, we had 147,551,931 shares of common stock
outstanding.
U.S. TAX CONSEQUENCES FOR NON-U.S. SHAREHOLDERS
The rules governing U.S. federal income taxation of nonresident alien
individuals, foreign corporations, foreign partnerships and other non-U.S.
shareholders are complex, and we are providing here only a summary of such
rules. The following is a general discussion of certain U.S. federal income and
estate tax consequences of the ownership and disposition of our common stock by
a beneficial owner thereof that is a "Non-U.S. Holder." A "Non-U.S. Holder" is a
person or entity that, for U.S. federal income tax purposes, is a non-resident
alien individual, a foreign corporation, a foreign partnership, or a foreign
estate or trust.
The discussion is based on the Internal Revenue Code of 1986, as
amended (the "Code"), and administrative interpretations as of the date hereof,
all of which are subject to change, including changes with retroactive effect.
This discussion does not address all aspects of U.S. federal income and estate
taxation that may be relevant to Non-U.S. Holders in light of their particular
circumstances and does not address any tax consequences arising under the laws
of any state, local or foreign jurisdiction. PROSPECTIVE HOLDERS SHOULD CONSULT
THEIR TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF
OWNING AND DISPOSING OF COMMON STOCK, INCLUDING THE CONSEQUENCES AND ANY
REPORTING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION.
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Dividends
Although we have historically not paid cash dividends, in the event we
do, any dividends paid to a Non-U.S. Holder of common stock generally will be
subject to withholding tax at a 30% rate or such lower rate as may be specified
by an applicable income tax treaty. For purposes of determining whether tax is
to be withheld at a 30% rate or at a reduced rate as specified by an income tax
treaty, we ordinarily will presume that dividends paid on or before December 31,
2000 to an address in a foreign country are paid to a resident of such country
absent knowledge that such presumption is not warranted.
Under United States Treasury Regulations issued on October 6, 1997,
which are applicable to dividends paid after December 31, 2000 (the "New
Regulations"), to obtain a reduced rate of withholding under a treaty, a
Non-U.S. Holder will generally be required to provide an Internal Revenue
Service Form W-8 certifying such Non-U.S. Holder's entitlement to benefits under
a treaty. The New Regulations also provide special rules to determine whether,
for purposes of determining the applicability of a tax treaty, dividends paid to
a Non-U.S. Holder that is an entity should be treated as paid to the entity or
those holding an interest in that entity.
There will be no withholding tax on dividends paid to a Non-U.S. Holder
that are effectively connected with the Non-U.S. Holder's conduct of a trade or
business within the United States if a Form 4224 stating that the dividends are
so connected is filed with us. Instead, the effectively connected dividends will
be subject to regular U.S. income tax in the same manner as if the Non-U.S.
Holder were a U.S. resident. A non-U.S. corporation receiving effectively
connected dividends may also be subject to an additional "branch profits tax"
that is imposed, under certain circumstances, at a rate of 30% (or such lower
rate as may be specified by an applicable treaty) of the non-U.S. corporation's
effectively connected earnings and profits, subject to certain adjustments.
Under the New Regulations, Form W-8ECI will replace Form 4224.
Generally, we must report to the U.S. Internal Revenue Service the
amount of dividends paid, the name and address of the recipient, and the amount,
if any, of tax withheld. A similar report is sent to the holder. Pursuant to tax
treaties or certain other agreements, the U.S. Internal Revenue Service may make
its reports available to tax authorities in the recipient's country of
residence.
Dividends paid to a Non-U.S. Holder at an address within the United
States may be subject to backup withholding imposed at a rate of 31% unless the
Non-U.S. Holder establishes that it is entitled to an exemption or provides a
correct taxpayer identification number and certain other information.
Under current United States federal income tax law, backup withholding
imposed at a rate of 31% generally will not apply to dividends paid on or before
December 31, 2000 to a Non-U.S. Holder at an address outside the United States
(unless the payer has knowledge that the
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payee is a U.S. Person). Under the New Regulations, however, a Non-U.S. Holder
will be subject to backup withholding unless applicable certification
requirements are met.
Gain on Disposition of Common Stock
A Non-U.S. Holder generally will not be subject to U.S. federal income
tax with respect to gain realized on a sale or other disposition of our common
stock unless (i) the gain is effectively connected with a trade or business of
such holder in the United States, (ii) in the case of certain Non-U.S. Holders
who are non-resident alien individuals and hold the common stock as a capital
asset, such individuals are present in the United States for 183 or more days in
the taxable year of the disposition and certain other requirements are met,
(iii) the Non-U.S. Holder is subject to a tax pursuant to the provisions of the
Code regarding the taxation of U.S. expatriates, or (iv) we are or have been a
"U.S. real property holding corporation" within the meaning of Section 897(c)(2)
of the Code at any time within the shorter of the five-year period preceding
such disposition or such holder's holding period. We are not, and do not
anticipate becoming, a U.S. real property holding corporation.
Information Reporting Requirements and Backup Withholding on Disposition of
Common Stock
Under current United States federal income tax law, information
reporting and backup withholding imposed at a rate of 31% will apply to the
proceeds of a disposition of common stock effected by or through a U.S. office
of a broker unless the disposing holder certifies as to its non-U.S. status or
otherwise establishes an exemption. Generally, U.S. information reporting and
backup withholding will not apply to a payment of disposition proceeds where the
transaction is effected outside the United States through a non-U.S. office of a
non-U.S. broker. However, U.S. information reporting requirements (but not
backup withholding) will apply to a payment of disposition proceeds where the
transaction is effected outside the United States by or through an office
outside the United States of a broker that is either (i) a U.S. person, (ii) a
foreign person which derives 50% or more of its gross income for certain periods
from the conduct of a trade or business in the United States, (iii) a
"controlled foreign corporation" for U.S. federal income tax purposes or (iv) in
the case of payments made after December 31, 2000, a foreign partnership with
certain connections to the United States, unless such broker has documentary
evidence in its files of the holder's non-U.S. status and has no actual
knowledge to the contrary or unless the holder establishes an exemption.
Backup withholding is not an additional tax. Rather, the tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the U.S.
Internal Revenue Service.
Federal Estate Tax
An individual Non-U.S. Holder who is treated as the owner of, or has
made certain lifetime transfers of, an interest in the common stock will be
required to include the value thereof in his gross estate for U.S. federal
estate tax purposes, and may be subject to U.S. federal estate tax unless an
applicable estate tax treaty provides otherwise.
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GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with additional or different information.
You should not assume that the information in this prospectus supplement is
accurate as of any date other than the date on the front page of this document.
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TABLE OF CONTENTS
Page
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PROSPECTUS SUPPLEMENT
Plan of Distribution..................................................S-2
Use of Proceeds.......................................................S-2
Market for Our Common Stock...........................................S-2
U.S. Tax Consequences for Non-U.S. Shareholders.......................S-2
General...............................................................S-5
PROSPECTUS
Western Digital Corporation.............................................2
Risk Factors............................................................2
Use of Proceeds.........................................................9
Plan of Distribution....................................................9
Where You Can Find More Information....................................10
Forward-Looking Statements.............................................11
Legal Matters..........................................................12
Independent Auditors...................................................12