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Technology Stocks : WDC/Sandisk Corporation -- Ignore unavailable to you. Want to Upgrade?


To: Sam who wrote (9811)3/25/2000 9:42:00 AM
From: Sam  Read Replies (1) | Respond to of 60323
 
Also from the filing, here are the 5% owners plus directors and officers. Seagate is down to 4 million shares, Fidelity 5 million shares. Both have sold about half of their previous holding, if I recall their previous holdings correctly. If their selling is over, it should clear the decks for another rise into and after the next earnings report.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of March 15, 2000 by (i) all persons known by
the Company to be beneficial owners of five percent (5%) or more of its
outstanding Common Stock, (ii) each director of the Company and each nominee for
director, (iii) the Chief Executive Officer and each of the four most highly
compensated executive officers of the Company (as determined at the fiscal year
ended January 2, 2000), and (iv) all current executive officers and directors of
the Company as a group.

Amount and Nature of
Beneficial Ownership(1)
-----------------------
Name or Group of Beneficial Owners Number of Shares Percent Owned(2)
---------------------------------- ---------------- ----------------

Seagate Technology, Inc................................ 4,082,748 6.14 %
Scotts Valley, CA
FMR Corp. (3).......................................... 5,092,380 7.66
Boston, MA
Forstmann-Leff Associates, Inc. (3) 4,361,062 6.56
New York, NY
American Century Investment Management, Inc. (3)....... 3,550,000 5.34
Kansas City, MO
William V. Campbell(4)................................. 99,216 *
Irwin Federman(5)...................................... 63,640 *
Catherine P. Lego(6)................................... 152,074 *
Dr. Eli Harari(7)...................................... 2,503,218 3.77
Dr. James D. Meindl(8)................................. 142,930 *
Alan F. Shugart(9)..................................... 40,000 *
Daniel Auclair(10)..................................... 193,459 *
Cindy Burgdorf(11)..................................... 370,811 *
Leon Malmed(12)........................................ 118,477 *
Ralph Hudson(13)....................................... 43,361 *
All directors and executive officers as a group
(13 persons)(14)....................................... 3,943,119 5.93 %

---------
* Less than 1% of the outstanding Common Stock.

(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock. The number of shares beneficially owned includes Common Stock of
which such individual has the right to acquire beneficial ownership either
currently or within 60 days after March 15, 2000, including, but not
limited to, upon the exercise of an option.

(2) Percentage of beneficial ownership is based upon 66,531,812 shares of
Common Stock, all of which were outstanding on March 15, 2000. For each
individual, this percentage includes Common Stock of which such individual
has the right to acquire beneficial ownership either currently or within 60
days after March 15, 2000, including, but not limited to, upon the exercise of an option;
however, such Common Stock will not be deemed outstanding for the purpose
of computing the percentage owned by any other individual. Such calculation
is required by General Rule 13d-3(d)(1)(i) under the Securities Exchange
Act of 1934. Based upon a review of 13G filings made with the Securities
and Exchange Commission ("SEC") during 1999 and 2000, the table above
includes all greater than 5% stockholders.

(3) Based on a Schedule 13G filed with the SEC in February 2000.

(4) Includes 40,000 shares owned by Mr. Campbell in the form of immediately
exercisable options, some of which, if exercised and issued, would be
subject to a repurchase right of the Company that lapses over time.

(5) Includes 24,000 shares owned by Mr. Federman in the form of immediately
exercisable options, some of which, if exercised and issued, would be
subject to a repurchase right of the Company that lapses over time. Also
includes 268 shares owned by BHMS III, of which Mr. Federman is a general
partner and disclaims beneficial ownership in the shares except with
respect to the pecuniary interest arising from his interest in BHMS III.

(6) Includes 40,000 shares owned by Ms. Lego in the form of immediately
exercisable options, some of which, if exercised and issued, would be
subject to a repurchase right of the Company that lapses over time.

(7) Includes 2,058,794 shares held in the name of a trust for the benefit of
Dr. Harari and his wife. Also includes 395,024 shares owned by Dr. Harari
in the form of outstanding options, which were exercisable on March 15,
2000, or within 60 days of that date. Also includes 22,666 shares owned
directly by his son and 22,986 shares held in the name of a trust for the
benefit of his children.

(8) Represents 110,930 shares held as community property in the name of Dr.
Meindl and his wife. Also includes 32,000 shares owned by Mr. Meindl in the
form of immediately exercisable options, some of which, if exercised and
issued, would be subject to a repurchase right of the Company that lapses
over time.

(9) Includes 40,000 shares owned by Mr. Shugart in the form of immediately
exercisable options, some of which, if exercised and issued, would be
subject to a repurchase right of the Company that lapses over time.

(10) Includes 65,161 shares owned by Mr. Auclair in the form of outstanding
options, which were exercisable on March 15, 2000 or within 60 days of that
date. Includes an aggregate of 9,510 shares owned by his children held in
his name as custodian.

(11) Includes 50,653 shares owned by Ms. Burgdorf in the form of outstanding
options, which were exercisable on March 15, 2000 or within 60 days of that
date.

(12) Includes 15,001 shares owned by Mr. Malmed in the form of outstanding
options, which were exercisable on March 15, 2000 or within 60 days of that
date.

(13) Includes 43,361 shares owned by Mr. Hudson in the form of outstanding
options, which were exercisable on March 15, 2000 or within 60 days of that
date.

(14) Includes 894,689 shares subject to options, including those identified in
notes (4), (5), (6), (7), (8), (9), (10), (11), (12) and (13).



To: Sam who wrote (9811)3/25/2000 9:51:00 AM
From: Sam  Read Replies (1) | Respond to of 60323
 
RE: the authorization to increase the number of shares

There has been a lot of speculation over the past few months that Seagate--founded by Al Shugart, now a director of Sandisk--is a takeover target. Due to the discount of its stock price to its equity holdings, the disk drive business is free. It also has a good deal of cash, probably over $2 billion dollars with its recent stock sales. One rumor has it that Veritas, its largest holding by far, would buy the company, retire its own stock, sell the other stock, and spin off the disk drive company.

Well, why not start another rumor: Sandisk will buy Seagate, spin it off while giving control back to Shugart (who was abruptly "let go" a couple of years ago), sell the Veritas, ZOOX etc. stock, and retire its own stock.

I don't know if the math actually works, but it might if Sandisk's stock price gets high enough after their next great report.

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