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To: tom jones who wrote (17160)	2/23/1999 7:58:00 PM
From: Paul Lee	Respond to of 25814

tj OTHER EVENTS. On February 21, 1999, the Registrant entered into an Agreement and Plan of Reorganization and Merger (the "Merger Agreement") with Stealth Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Registrant, and SEEQ Technology Incorporated, a Delaware corporation ("SEEQ") pursuant to which Registrant will acquire SEEQ. Pursuant to the Merger Agreement, each outstanding share of Common Stock, par value $0.01 per share, of SEEQ will be converted into the right to receive that number of shares of Common Stock of Registrant equal to the Exchange Ratio. "Exchange Ratio" for purposes of the Merger Agreement means 0.1095; provided, that if the average closing sale price of one share of Registrant's Common Stock as reported on the New York Stock Exchange of the ten (10) consecutive trading days ending on the trading day immediately preceding the closing date of the Merger (the "Average Price") is less than $24.00, Exchange Ratio shall mean the quotient determined by dividing 2.628 by the Average Price; provided, further, that if the Average Price is higher than $30.00, Exchange Ratio shall mean the quotient determined by dividing 3.285 by the Average Price. The closing of the Merger is subject to a number of conditions, including (a) approval by the stockholders of SEEQ and (b) the expiration or early termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvement Acts of 1976. The foregoing summary is qualified in its entirety by reference to the Merger Agrement, which is attached hereto as Exhibit 99.1. The information that is set forth in the Registrant's Press Release dated February 22, 1999 is incorporated herein by reference.