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)(3) — Notice of Guaranteed Delivery
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NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2012 OF
STREAMLOGIC CORPORATION
This Notice of Guaranteed Delivery or a form substantially equivalent hereto
must be used to accept 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 $120.00 in cash,
$113.33 principal amount of StreamLogic Corporation's increasing rate
unsecured promissory notes due 1998, 216.66667 shares of StreamLogic
Corporation Common Stock and five-year warrants to purchase 40 shares of
StreamLogic Common Stock (the "Offer") if, (a) certificates representing the
6% Debentures are not immediately available, (b) the procedures for book-entry
transfer cannot be completed prior to the Expiration Date (as defined), or (c)
time will not permit the 6% Debentures and all other required documents to
reach the Exchange Agent prior to the Expiration Date. This form may be
delivered by an Eligible Institution by mail or hand delivery or transmitted,
via facsimile, telegram or telex to the Exchange Agent as set forth below. All
capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed to them in the Offer to Exchange dated October 7, 1996 of
the Company (as the same may be amended or supplemented from time to time, the
"Offer to Exchange").
To:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
[Enlarge/Download Table]
By Mail: By Facsimile Transmission: By Hand Delivery or
Midtown Station (201) 329-8936 Overnight Delivery:
P.O. Box 798 120 Broadway--13th Floor
New York, NY 10018 New York, NY 10271
Attention: Reorganization Dept. For Confirmation of Attention: Reorganization Dept.
(201) 296-4983 Facsimile Transmission:
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OR TELEX, OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
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.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Offer to Exchange and the related Letter of
Transmittal, receipt of both of which is hereby acknowledged, the principal
amount of 6% Debentures set forth below, pursuant to the guaranteed delivery
procedures set forth in the Offer to Exchange under the heading "The Exchange
Offer--Procedures for Tendering--Guaranteed Delivery."
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed
Delivery shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE SIGN AND COMPLETE
Principal Amount of 6% Debentures Signature(s) of Registered Holder(s)
Tendered or Authorized Signatory
______________________________________ ______________________________________
______________________________________
Certificate No(s). of 6% Debentures
(if available) Name(s) of Registered Holder(s)
______________________________________ ______________________________________
______________________________________ ______________________________________
Date _________________________________ ______________________________________
Address(es) __________________________
Social Security or Taxpayer
Identification No.
______________________________________
Area Code and Telephone No.
______________________________________
If 6% Debentures will be delivered
bybook-entry transfer, check
appropriate box below
[_] The Depository Trust Company
[_] Philadelphia Depository Trust
Company
Account No. __________________________
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of 6% Debentures exactly as their name(s) appear(s) on the
certificates representing such 6% Debentures or on a security position listing
as the owner(s) of the 6% Debentures, or by person(s) authorized to become
registered holder(s) by endorsements and documents transmitted with this
Notice of Guaranteed Delivery. If signature is by a trustee, guardian,
attorney-in-fact, officer of a corporation, executor, administrator, agent or
other representative, such person must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ______________________________________________________________________
Capacity: _____________________________________________________________________
Address(es): __________________________________________________________________
Do not send 6% Debentures with this form. 6% Debentures should be sent to
the Exchange Agent, together with a properly completed and validly executed
Letter of Transmittal.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or a correspondent in the
United States or another "Eligible Guarantor Institution" as defined in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby
guarantees that, within three Nasdaq SmallCap Market trading days from the
date of this Notice of Guaranteed Delivery, a properly completed and validly
executed Letter of Transmittal (or a facsimile thereof), together with 6%
Debentures tendered hereby in proper form for transfer (or confirmation of
the book-entry transfer of such 6% Debentures into the Exchange Agent's
account at a Book-Entry Transfer Facility, pursuant to the procedure for
book-entry transfer set forth in the Offer to Exchange under the heading
"The Exchange Offer--Procedures for Tendering--Book-Entry Transfer"), and
all other required documents will be deposited by the undersigned with the
Exchange Agent at one of its addresses set forth above.
Name of Firm: ________________________ Name: _______________________________
Address: _____________________________ Title: ______________________________
Area Code and Telephone No.: ________
______________________________________ Date: _______________________________
City State Zip Code
______________________________________
Authorized Signature
NOTE: DO NOT SEND 6% DEBENTURES WITH THIS FORM. ACTUAL SURRENDER OF 6%
DEBENTURES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY
COMPLETED AND VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
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INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. The Exchange Agent must
receive at one of its addresses set forth on the cover hereof prior to the
Expiration Date a properly completed and duly executed Notice of Guaranteed
Delivery that (i) contains a signature guaranteed by an Eligible Institution
in the form set forth in such Notice of Guaranteed Delivery, (ii) sets forth
the name and address of the holder of 6% Debentures and the amount of 6%
Debentures tendered, (iii) states that the tender is being made thereby and
(iv) guarantees within three Nasdaq SmallCap Market trading days after the
Expiration Date, the Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, together with the 6% Debentures and any required
signature guarantees and any other documents required by the Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent. The method of delivery of this Notice of Guaranteed Delivery and all
other required documents to the Exchange Agent is at the election and risk of
the holder, but, except as otherwise provided below, the delivery will be
deemed made only when actually received by the Exchange Agent. If such
delivery is by mail, it is recommended that the holder use properly insured,
registered mail with return receipt requested. For a full description of the
guaranteed delivery procedures, see the Offer to Exchange under the section
entitled "The Exchange Offer--Procedures for Tendering--Guaranteed Delivery."
In all cases, sufficient time should be allowed to assure timely delivery to
the Exchange Agent prior to the Expiration Date, as applicable. No Notice of
Guaranteed Delivery should be sent to the Company or to the trustee under the
Indenture for the 6% Debentures.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the registered
holder(s) of the 6% Debentures referred to herein, the signature must
correspond with the name(s) as written on the face of such 6% Debentures
without alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any 6% Debentures listed, this Notice of Guaranteed
Delivery must be accompanied by an appropriate instrument or instruments of
transfer or exchange from the registered holder (with signatures on such
instrument or instruments guaranteed by an Eligible Institution) signed as the
name of the registered holder(s) appear(s) on the face of such 6% Debentures
without alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the Company of
their authority so to act must be submitted.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
Offer or the procedure for exchanging, as well as requests for assistance or
for additional copies of the Offer to Exchange and the Letter of Transmittal,
may be directed to the Company at the address set forth in the Offer to
Exchange.
Dates Referenced Herein and Documents Incorporated by Reference
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