Tender-Offer Statement — Issuer Tender Offer — Schedule 13E-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E4 Tender-Offer Statement -- Issuer Tender Offer 6 26K
2: EX-99.(A)(1) Offer to Exchange 160 756K
3: EX-99.(A)(2) Letter of Transmittal 11 52K
4: EX-99.(A)(3) Notice of Guaranteed Delivery 4 20K
5: EX-99.(A)(4) Broker/Dealer Letter 2 13K
6: EX-99.(A)(5) Client Letter 3 13K
7: EX-99.(A)(6) Debenture Holders' Letter 1 9K
8: EX-99.(A)(7) Press Releases 5 24K
9: EX-99.(A)(8) W-9 Guidelines 4± 17K
10: EX-99.(C)(1) 6/14/96 Agreement Between Company and Loomis 6 35K
11: EX-99.(C)(2) 9/13/96 Letter Agreement Between Company and 4 21K
Loomis
12: EX-99.(C)(3) 10/3/96 Letter Agreement Between Company and 2 16K
Loomis
EX-99.(A)(5) — Client Letter
EX-99.(A)(5) | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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STREAMLOGIC CORPORATION
OFFER TO EXCHANGE EACH $1,000 PRINCIPAL AMOUNT OF 6% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2012 FOR (I) $120.00 IN CASH, (II) $113.33
PRINCIPAL AMOUNT OF STREAMLOGIC CORPORATION'S INCREASING RATE UNSECURED
PROMISSORY NOTES DUE 1998, (III) 216.66667 SHARES OF STREAMLOGIC
CORPORATION'S COMMON STOCK, $1.00 PAR VALUE AND (IV) FIVE-YEAR
WARRANTS TO PURCHASE 40 SHARES OF COMMON STOCK.
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER 4,
1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 6% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2012 MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
To Our Clients:
Enclosed for your consideration is the Offer to Exchange dated October 7,
1996 (as the same may be further amended or supplemented from time to time,
the "Offer to Exchange") and a related form of Letter of Transmittal and
instructions thereto (the "Letter of Transmittal") relating to the offer (the
"Offer") by StreamLogic Corporation (the "Company") to convert each $1,000
principal amount of its 6% Convertible Subordinated Debentures due 2012 (the
"6% Debentures") into (i) $120.00 in cash, (ii) $113.33 principal amount of
StreamLogic Corporation's increasing rate unsecured promissory notes due 1998,
(iii) 216.66667 shares of StreamLogic Corporation's Common Stock, $1.00 par
value and (iv) five-year warrants to purchase 40 shares of Common Stock
(collectively, the "Tender Offer Consideration").
Consummation of the Offer is subject to, among other things, satisfaction of
the conditions set forth in the Offer to Exchange under the heading "The
Exchange Offer--Conditions."
WE ARE THE REGISTERED HOLDER OF 6% DEBENTURES HELD BY US FOR YOUR ACCOUNT. A
TENDER OF ANY SUCH 6% DEBENTURES CAN BE MADE ONLY BY US AS THE REGISTERED
HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE BLUE LETTER OF TRANSMITTAL (THE
"LETTER OF TRANSMITTAL") IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER 6% DEBENTURES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender any
or all of the 6% Debentures held by us for your account pursuant to the terms
and conditions set forth in the Offer to Exchange and the Letter of
Transmittal. We urge you to read the Offer to Exchange and the Letter of
Transmittal carefully before instructing us to tender your 6% Debentures.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender 6% Debentures on your behalf in accordance with the
provisions of the Offer. The Offer will expire at 12:00 midnight, New York
City time, on November 4, 1996, unless extended. 6% Debentures tendered
pursuant to the Offer may be withdrawn, subject to the procedures described in
the Offer to Exchange, at any time prior to the Expiration Date.
Your attention is directed to the following:
1. The Offer is for all outstanding 6% Debentures.
2. Holders who tender their 6% Debentures in the Offer will not be
entitled to receive any payment in respect of accrued and unpaid interest
on 6% Debentures accepted for exchange (including without limitation
interest otherwise scheduled for payment on September 15, 1996).
3. Consummation of the Offer is subject to, among other things,
satisfaction of the conditions set forth in the Offer to Exchange under the
heading "The Exchange Offer--Conditions."
4. Any transfer taxes incident to the transfer of 6% Debentures from the
tendering holder to the Company will be paid by the Company, except as
provided in the Offer to Exchange and the instructions to the Letter of
Transmittal.
If you wish to have us tender any or all of the Offer to Exchange held by
us for your account, please so instruct us by completing, executing and
returning to us the instruction form that follows.
EX-99.(A)(5) | Last Page of 3 | TOC | 1st | Previous | Next | ↓Bottom | Just 3rd |
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INSTRUCTIONS REGARDING THE OFFER TO EXCHANGE
WITH RESPECT TO THE 6% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2012
OF STREAMLOGIC CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offer of StreamLogic Corporation.
This will instruct you whether to tender the principal amount of 6%
Debentures indicated below held by you for the account of the undersigned
pursuant to the terms of and conditions set forth in the Offer to Exchange and
the Letter of Transmittal.
Box 1 [_] Please tender the 6% Debentures held by you for my account.
Box 2 [_] Please do not tender any 6% Debentures held by you for my account.
Date: , 1996
Principal Amount of Securities
to be Tendered: $ *
SIGN HERE
Signature(s) _________________________________________________________________
Please print name(s) here ____________________________________________________
Please type or print address _________________________________________________
Area Code and Telephone Number _______________________________________________
Taxpayer Identification or Social Security Number ____________________________
My Account Number With You ___________________________________________________
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* Unless otherwise indicated, signature(s) hereon by beneficial owner(s)
shall constitute an instruction to the nominee to tender all 6% Debentures
of such beneficial owner(s).
Dates Referenced Herein and Documents Incorporated by Reference
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