Western Digital Corporation
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
958102105
|
(CUSIP Number)
|
Taro Kaiho
Hitachi, Ltd.
6-6, Marunouchi 1-chome, Chiyoda-ku,
Tokyo, 100-8280, Japan
Telephone: 81-3-3258-1111
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
March 8, 2012
|
(Date of Event Which Requires Filing of This Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box o
|
CUSIP No. 958102105
|
13D
|
Page 1 of 11 Pages
|
1.
|
Names of Reporting Persons
Hitachi, Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
o
|
|
(b)
|
o
|
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
o
|
6.
|
Citizenship or place of organization
Japan
|
Number of Shares
Beneficially Owned by
Each Reporting
Person With
|
7.
|
Sole Voting Power
25,000,000
|
8.
|
Shared Voting Power
0
|
|
9 .
|
Sole Dispositive Power
25,000,000
|
|
10.
|
Shared Dispositive Power
0
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
o
|
13.
|
Percent of Class Represented by Amount in Row (11)
9.6%
|
|
14.
|
Type of Reporting Person (See Instructions)
CO
|
·
|
has the right, but not the obligation, to designate two nominees to serve as directors of the Issuer;
|
·
|
agrees not to authorize, permit or direct its subsidiaries or affiliates to, directly or indirectly, sell or otherwise transfer any interest in the Shares acquired pursuant to the Agreement for one year following the Closing Date without the consent of the Issuer;
|
·
|
agrees not to, directly or indirectly, transfer, sell or otherwise dispose of any of the Shares acquired pursuant to the Agreement to certain persons who are listed on a competitor list letter provided by the Issuer, which list may be amended from time to time by the Issuer; and
|
·
|
has registration rights with respect to the Shares acquired pursuant to the Agreement, including shelf, demand and piggyback registration rights.
|
Exhibit 99.1
|
Stock Purchase Agreement entered into as of March 7, 2011, by and among the Reporting Person, the Issuer, the Buyer, and the Company as amended on May 27, 2011 and November 23, 2011 (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 10-Q, dated May 2, 2011, Exhibit 2.2 to the Issuer’s Current Report on Form 10-K, dated August 12, 2011, and Exhibit 2.3 to the Issuer’s Current Report on Form 10-Q, dated January 27, 2012, respectively), and by the amendments filed as Exhibits 99.2, 99.3, 99.4 and 99.5 to this Statement
|
Exhibit 99.2
|
Third Amendment to Stock Purchase Agreement, dated January 30, 2012
|
Exhibit 99.3
|
Fourth Amendment to Stock Purchase Agreement, dated February 15, 2012
|
Exhibit 99.4
|
Fifth Amendment to Stock Purchase Agreement, dated March 6, 2012
|
Exhibit 99.5
|
Sixth Amendment to Stock Purchase Agreement, dated March 6, 2012
|
Exhibit 99.6
|
Investor Rights Agreement made as of March 8, 2012, among the Issuer and the Reporting Person
|
Hitachi, Ltd.
|
|||
By: |
/s/ Toshiaki Kuzuoka
|
||
Name: | Toshiaki Kuzuoka | ||
Title: | Senior Vice President and Executive Officer |
Name
|
Present Principal Occupation or Employment
(Principal Position outside Hitachi, if any)
|
|
Takashi Kawamura
|
Chairman of the Board
|
|
Yoshie Ota
|
Director
|
|
Mitsuo Ohashi
|
Director
(Advisor, Showa Denko K.K.)
|
|
Nobuo Katsumata
|
Director
(Chairman, Member of the Board, Marubeni Corporation)
|
|
Tohru Motobayashi
|
Director
(Attorney at law)
|
|
Isao Ono
|
Director
(Chairman of the Board, Hitachi Solutions, Ltd.)
|
|
Stephen Gomersall
|
Director
(Chairman of the Board, Hitachi Europe Ltd.)
|
|
Tadamichi Sakiyama
|
Director
|
|
Masaharu Sumikawa
|
Director
(Chairman of the Board, Hitachi Plant Technologies, Ltd.)
|
|
Hiroaki Nakanishi
|
Director*
|
|
Takashi Hatchoji
|
Director
(Chairman of the Board, Hitachi America, Ltd.)
|
|
Takashi Miyoshi
|
Director*
|
Name
|
Present Principal Occupation or Employment
(Responsibility of Executive Officer as authorized
by the Board of Directors)
|
|
Hiroaki Nakanishi
|
Representative Executive Officer
President
(Overall management)
|
|
Koji Tanaka
|
Representative Executive Officer
Executive Vice President and Executive Officer
(Power systems business, transportation systems business, social infrastructure & industrial systems business, urban planning and development systems business and defense systems business)
|
|
Junzo Nakajima
|
Representative Executive Officer
Executive Vice President and Executive Officer
(Information & control systems business, information & telecommunication systems business and information technology)
|
|
Takashi Miyoshi
|
Representative Executive Officer
Executive Vice President and Executive Officer
(Management strategies, finance and corporate pension system)
|
|
Nobuo Mochida
|
Representative Executive Officer
Executive Vice President and Executive Officer
(High functional materials & components, quality assurance, production engineering, battery systems business and automotive systems business)
|
|
Kazuhiro Mori
|
Representative Executive Officer
Executive Vice President and Executive Officer
(Sales operations, Hitachi group global business, corporate export regulation, medical systems business and business incubation)
|
|
Shigeru Azuhata
|
Senior Vice President and Executive Officer
(Research & development, environmental strategies and medical systems business)
|
|
Shinjiro Iwata
|
Senior Vice President and Executive Officer
(Information & telecommunication systems business)
|
Name
|
Present Principal Occupation or Employment
(Responsibility of Executive Officer as authorized
by the Board of Directors)
|
|
Makoto Ebata
|
Senior Vice President and Executive Officer
(Procurement and consumer business)
|
|
Toshiaki Kuzuoka
|
Senior Vice President and Executive Officer
(Human capital, legal and corporate communications, government & external relations, corporate brand and corporate auditing)
|
|
Toyoaki Nakamura
|
Representative Executive Officer
Senior Vice President and Executive Officer
(Finance and corporate pension system)
|
|
Toshio Ikemura
|
Vice President and Executive Officer
(Urban planning and development systems business)
|
|
Hitoshi Isa
|
Vice President and Executive Officer
(Power systems business (thermal power systems business promotion))
|
|
Tatsuro Ishizuka
|
Vice President and Executive Officer
(Power systems business)
|
|
Osamu Ohno
|
Vice President and Executive Officer
(Information technology)
|
|
Nobuyuki Ohno
|
Vice President and Executive Officer
(Hitachi group global business (China))
|
|
Yoshifumi Kanda
|
Vice President and Executive Officer
(Power systems business (sales operations))
|
|
Masahiro Kitano
|
Vice President and Executive Officer
(Environmental strategies, quality assurance and production engineering)
|
|
Ryuichi Kitayama
|
Vice President and Executive Officer
(Sales operations)
|
|
Kazuhiro Kurihara
|
Vice President and Executive Officer
(Sales operations (Chubu Area))
|
|
Yutaka Saito
|
Vice President and Executive Officer
(Information & control systems business)
|
Name
|
Present Principal Occupation or Employment
(Responsibility of Executive Officer as authorized
by the Board of Directors)
|
|
Kaichiro Sakuma
|
Vice President and Executive Officer
(Information & telecommunication systems business (platform systems business))
|
|
Yasuo Tanabe
|
Vice President and Executive Officer
(Government & external relations)
|
|
Masahide Tanigaki
|
Vice President and Executive Officer
(Sales operations, Hitachi group global business and corporate export regulation)
|
|
Toshikazu Nishino
|
Vice President and Executive Officer
(Management strategies)
|
|
Masaharu Hanyu
|
Vice President and Executive Officer
(Power systems business (nuclear power systems business promotion))
|
|
Toshiaki Higashihara
|
Vice President and Executive Officer
(Social infrastructure & industrial systems business)
|
|
Naoki Mitarai
|
Vice President and Executive Officer
(Human capital)
|
|
Yoshihiko Mogami
|
Vice President and Executive Officer
(Information & telecommunication systems business (system solutions business))
|