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)(4) — Broker/Dealer Letter
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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.
CUSIP NO. 863238-AA-9
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SUBORDINATED DEBENTURES DUE 2012 MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE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.
October 7, 1996
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the material listed below relating to the offer
(the "Offer") by StreamLogic Corporation (the "Company") to exchange each
$1,000 principal amount of the Company's 6% Convertible Subordinated
Debentures due 2012 (the "6% Debentures") 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 (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 referred to
below under the heading "The Exchange Offer--Conditions."
We are asking you to contact your clients for whom you hold 6% Debentures
registered in your name or in the name of your nominee. In addition, we are
asking you to contact your clients who, to your knowledge, hold 6% Debentures
registered in their own name.
Enclosed for your information and use are copies of the following documents:
1. The Company's Offer to Exchange dated October 7, 1996 (as the same may be
further amended or supplemented from time to time, the "Offer to Exchange");
2. A BLUE Letter of Transmittal for your use in connection with the tender
of 6% Debentures and for the information of your clients;
3. A YELLOW form of letter that may be sent to your clients for whose
accounts you hold 6% Debentures registered in your name or the name of your
nominee, with space provided for obtaining the clients' instructions with
regard to the Offer;
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4. A GREEN form of Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. A return envelope addressed to the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THIS OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON NOVEMBER
4, 1996 UNLESS EXTENDED (THE "EXPIRATION DATE"). 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.
In all cases, the Tender Offer Consideration will be issued for 6%
Debentures accepted for exchange pursuant to the Offer only after timely
receipt by the Exchange Agent of such 6% Debentures (or confirmation of book-
entry transfer of such 6% Debentures into the Exchange Agent's account at one
of the Book-Entry Transfer Facilities (as defined in the Offer to Exchange)),
a Letter of Transmittal (or facsimile thereof), properly completed and validly
executed, and any other required documents.
If holders of 6% Debentures wish to tender, but it is impracticable for them
to forward their 6% Debentures or other required documents prior to the
Expiration Date, a tender may be effected by following the guaranteed delivery
procedures described in the Offer to Exchange under the heading "The Exchange
Offer--Procedures for Tendering--Guaranteed Delivery."
Procedures for tendering 6% Debentures are set forth in the Offer to
Exchange under the caption "The Exchange Offer--Procedures for Tendering."
Holders of 6% Debentures who wish to tender their 6% Debentures must use
either the Letter of Transmittal distributed with the Offer to Exchange (the
"Letter of Transmittal") or a facsimile thereof. In addition, holders of 6%
Debentures who are following the procedures for guaranteed delivery set forth
in the Offer to Exchange must use the Notice of Guaranteed Delivery
distributed with the Offer to Exchange.
The Company will not pay any fees or commissions to any broker, dealer or
other person in connection with the solicitation of tenders of 6% Debentures
pursuant to the Offer to Exchange. However, the Company will reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. The Company will pay or cause to be
paid any transfer taxes payable with respect to the transfer of 6% Debentures
to it, except as otherwise provided in the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Company at its address and telephone number set forth on the back cover page
of the Offer to Exchange.
Very truly yours,
StreamLogic Corporation
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE EXCHANGE AGENT, OR ANY
AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
Dates Referenced Herein and Documents Incorporated by Reference
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