content: <PAGE>
  
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                 February 5, 2001
                                 (Date of Report)
  
                           SEAGATE SOFTWARE INFORMATION
                          MANAGEMENT GROUP HOLDINGS, INC.
              (Exact name of Registrant as specified in its charter)
  
  <TABLE>
  <S>                                <C>                         <C>
          Delaware                          000-31859                 77-0537234
  (State or other jurisdiction of    (Commission File Number)     (I.R.S. Employer
  incorporation or organization)                                 Identification Number)
  </TABLE>
  
       895 Emerson St.                                           94301
  Palo Alto, California                                       (Zip Code)
  (Address of principal executive
         offices)
  
        Registrant's telephone number, including area code: (650) 473-3130
  
                                         1
  <PAGE>
  
  Item 1.  Change in Control of Seagate Software Information Management Group
  Holdings, Inc.
  
    On November 22, 2000, Seagate Software (Cayman) Holdings, a Cayman Islands
  limited corporation ("Suez Software"), acquired 75,001,000 shares of Seagate
  Software Information Management Group Holdings, Inc. ("Seagate Software") common
  stock. As a result of the transaction, Suez Software holds 99.6% of the
  outstanding capital stock of Seagate Software. Suez Software did not purchase
  shares of Seagate Software common stock that are outstanding as a result of the
  exercise of options to purchase these shares under the 1999 and 2000 Stock
  Option Plans of Seagate Software.
  
  (a)  Information Regarding the Change in Control
  
    We are a majority owned subsidiary of Suez Software, which is a wholly owned
  subsidiary of New SAC, a Cayman Islands limited corporation ("SAC") and as of
  November 22, 2000, they hold substantially all of our capital stock. Prior to
  November 22, 2000, we were a majority owned subsidiary of Seagate Software
  Holdings, Inc. ("Seagate Software Holdings" and formerly known as Seagate
  Software, Inc.), a Delaware corporation and wholly owned subsidiary of Seagate
  Technology, Inc. ("Seagate Technology"). Seagate Technology was a data
  technology company that provided products for storing, managing and accessing
  digital information on computer systems. The outstanding minority interests in
  our capital stock amounted to approximately 10.8% and 10.5% on a fully diluted
  basis as of September 29, 2000 and June 30, 2000, respectively. The minority
  interests consisted of our common stock and options to purchase our common stock
  issued pursuant to our 1999 and 2000 Stock Option Plans. The options to purchase
  our common stock are held by certain employees and directors of our company, our
  parent companies and our subsidiaries.
  
    On March 29, 2000, Seagate Software Holdings, Seagate Technology and Suez
  Acquisition Company (Cayman) Limited ("Old SAC"), an entity affiliated with,
  among others, Silver Lake Partners L.P. and Texas Pacific Group, entered into a
  Stock Purchase Agreement (the "Stock Purchase Agreement"), and Seagate
  Technology, VERITAS Software Corporation ("VERITAS") and a wholly owned
  subsidiary of VERITAS entered into an Agreement and Plan of Merger and
  Reorganization (the "Merger Agreement").  At the closing of the transaction
  contemplated by the Stock Purchase Agreement, Old SAC assigned all of its rights
  under such agreements to SAC.
  
    SAC is a limited corporation organized under the laws of the Cayman Islands.
  SAC was organized for the purpose of acquiring the operating assets of Seagate
  Technology and Seagate Software Holdings pursuant to the Stock Purchase
  Agreement. SAC is controlled by Silver Lake Partners L.P. and Texas Pacific
  Group.  Silver Lake Partners L.P. is a private investment firm headquartered in
  Menlo Park, California and New York, New York, the general partner of which is
  Silver Lake Technology Associates, L.L.C. Silver Lake Technology Associates is a
  Delaware limited liability company, the managing members of which are James A.
  Davidson, Glenn H. Hutchins, David J. Roux and Integral Capital Partners.  Texas
  Pacific Group is a private investment firm headquartered in Fort Worth, Texas,
  which is managed by entities controlled by David Bonderman, James G. Coulter and
  William S. Price III.
  
    SAC financed the acquisition of the Seagate Technology operating assets,
  including 75,001,000 shares of our common stock through:
  
                                         2
  <PAGE>
  
       .  Equity financing of $916 million from Silver Lake Partners L.P., TPG
  Partners III, L.P., August Capital, Chase Capital Partners, GS Private Equity
  Partners, L.P. and other investors, including the following directors of our
  company: Stephen J. Luczo, Gregory B. Kerfoot and Donald L. Waite.
  
       .   A senior secured credit facility of $700 million in the aggregate
  (in addition to a $200 million revolving loan facility) from the Chase Manhattan
  Bank, Goldman Sachs Credit Partners L.P. and Merrill Lynch Capital Corporation.
  
       .   Senior subordinated notes of approximately $210 million issued by
  Seagate Technology International at a discount to the aggregate principal
  amount of $210 million, for gross proceeds of approximately $201 million.
  Seagate Technology International is indirectly owned by SAC.
  
       .   Certain cash reserves of Seagate Technology of approximately $149
  million, net of estimated transaction costs of $100 million.
  
    In lieu of receiving consideration in connection with the Merger, most of
  Seagate Technology's senior management team converted a portion of their
  unvested Seagate Technology options and restricted stock ("rollover equity")
  with an aggregate value of $184 million into deferred compensation and an equity
  interest in SAC. Although the amount of cash that Seagate Technology received
  from SAC was reduced by the aggregate value of this converted equity, the total
  merger consideration received by Seagate Technology stockholders on a per share
  basis was not reduced due to the cancellation of a number of Seagate Technology
  stock options equal in value to the $184 million in rollover equity. As a
  result, while the cash component of the merger consideration to be received by
  Seagate Technology shareholders was reduced on a per share basis, the VERITAS
  shares component of the merger consideration, as discussed further in the
  following paragraphs, was increased on a per share basis by an offsetting amount
  because of the antidilutive impact of the Seagate Technology stock options that
  were cancelled.
  
    Under the Stock Purchase Agreement, SAC purchased for $2.05 billion of cash
  (less the value of Seagate Technology equity rolled over by former Seagate
  Technology officers and less $50 million paid to VERITAS and to be released to
  the former Seagate Technology shareholders upon settlement of outstanding
  lawsuits), all of the operating assets of Seagate Technology and its
  consolidated subsidiaries, including Seagate Technology's disc drive, tape
  drive, software and intelligent storage solutions businesses and operations,
  including shares of our common stock, and certain cash balances, but excluding
  the approximately 128 million shares of VERITAS common stock then held by
  Seagate Software Holdings and Seagate Technology's equity investments in Gadzoox
  Networks, Inc. and Lernout & Hauspie Speech Products N.V. In addition, under the
  Stock Purchase Agreement, wholly owned subsidiaries of SAC assumed substantially
  all of the operating liabilities of Seagate Technology, Seagate Software
  Holdings and their consolidated subsidiaries. We refer to this transaction as
  the SAC Transaction.
  
    The following table reflects the preliminary allocation of the total purchase
  price of Seagate Technology at the closing of the transactions. It is based upon
  estimates of the fair value of the operating and intangible assets acquired and
  liabilities assumed by SAC.
  
                                         3
  <PAGE>
  
  <TABLE>
  <CAPTION>
  Estimated Purchase price of Seagate Technology, including Seagate Software Information                      Amounts
  Management Group Holdings, Inc.                                                                          (in millions)
  ----------------------------------------------------------------------------------------------------------------------
  <S>                                                                                                      <C>
  Total purchase price...........................................................................               $2,050
  Less: deferred compensation and rollover of equity interest in SAC.............................                 (184)
  Less: class action litigation settlement.......................................................                  (50)
                                                                                                                ------
  Total cash proceeds from equity sponsors and management group..................................               $1,816
  Plus: estimated transaction costs, net of deferred financing costs and costs to be
  expensed at closing............................................................................                   24
                                                                                                                ------
       Net Purchase Price                                                                                       $1,840
                                                                                                                ======
  
  Proforma Purchase Price Allocation of Seagate Technology, including Seagate Software                        Amounts
  Information Management Group Holdings, Inc.                                                              (in millions)
  ----------------------------------------------------------------------------------------------------------------------
  Tangible net assets acquired...................................................................               $1,605
  Intangible assets acquired.....................................................................                  235
                                                                                                                ------
       Total tangible net assets and intangible assets acquired                                                 $1,840
                                                                                                                ======
  </TABLE>
  
    In connection with finalization of the purchase price allocation of these
  transactions, SAC and Seagate Software are currently evaluating the fair value
  of the consideration given and the fair value of the assets acquired and
  liabilities assumed. Using this information, SAC and Seagate Software will make
  a final allocation of the purchase price including the allocation to in-process
  research and development and other intangibles. Accordingly, the purchase
  accounting information is preliminary.
  
    Immediately following the SAC Transaction, VERITAS acquired Seagate Technology
  pursuant to the Merger Agreement such that, a wholly owned subsidiary of VERITAS
  merged with and into Seagate Technology, and Seagate Technology survived the
  merger and became a wholly owned subsidiary of VERITAS.  This wholly owned
  subsidiary was renamed VERITAS Software Technology Corporation.  We refer to
  this transaction as the Merger.  In the Merger, the Seagate Technology
  stockholders received consideration consisting of 0.4465 shares of VERITAS
  common stock and $8.55 of cash per share of Seagate Technology common stock.
  The Merger is intended to qualify as a tax-free reorganization.
  
    In addition, the Seagate Technology stockholders were entitled to receive
  their proportionate amounts of a tax refund trust account, a class action
  litigation settlement of $50 million and the shares of Lernout & Hauspie Speech
  Products N.V. held by Seagate Technology at closing.
  
    VERITAS did not acquire Seagate Technology's disc drive business or any other
  Seagate Technology operating business, including us. All of Seagate Technology's
  operating assets, including our company, were sold to wholly owned subsidiaries
  of SAC in connection with the leveraged buyout and the operating business of
  Seagate Technology is now conducted by Seagate Technology LLC.
  
    Our directors and officers had interests in the Merger and the SAC Transaction
  that may have differed from those of Seagate Technology's or VERITAS'
  stockholders.  For example, Stephen J. Luczo and Gregory B. Kerfoot, our
  Chairman and Chief Executive Officer and President, respectively, are members of
  the board of directors of VERITAS.
  
    As part of the SAC Transaction, SAC, Seagate Technology and we agreed to
  assume and indemnify VERITAS for substantially all liabilities arising in
  connection with our
                                         4
  
  <PAGE>
  
  operating assets. On March 29, 2000, Seagate Technology, VERITAS and SAC entered
  into an Indemnification Agreement, pursuant to which these entities and certain
  other subsidiaries of Seagate Technology, including our company, have agreed to
  certain indemnification provisions regarding tax and other matters that may
  arise in connection with the SAC Transaction and the Merger.
  
    The stockholders of each of VERITAS and Seagate Technology approved the Merger
  and the SAC Transaction, as the case may be, on November 21, 2000. The
  transactions contemplated by the Stock Purchase Agreement and Merger Agreement
  were completed on November 22, 2000. Upon completion of the transaction, the
  75,001,000 shares of our common stock that were held by Seagate Software
  Holdings were acquired by Suez Software. Our minority stockholders continue to
  hold their interests in our common stock. In addition, the outstanding
  unexercised options granted under our 1999 and 2000 Stock Option Plans continue
  to remain outstanding.
  
    The Merger and the SAC Transaction constituted a purchase business transaction
  of Seagate Technology and resulted in a change of control of our company. This
  requires application of push down accounting on the financial statements of our
  company, such that we will reflect the fair value of our tangible and intangible
  assets and liabilities as at the date of the transaction net of an allocation of
  negative goodwill. In addition, a majority of our assets along with certain
  other assets of Seagate Technology, are now pledged as a guarantee for debt
  issued to finance the SAC Transaction.
  
    The federal tax allocation agreement we had with Seagate Technology was
  terminated on November 22, 2000, and we will no longer file federal income tax
  returns on a consolidated basis with Seagate Technology. We will enter into a
  state tax allocation agreement with affiliates of SAC, as applicable. Therefore,
  Seagate Technology will not benefit from nor will it reimburse us pursuant to
  the Tax Allocation Agreement for federal tax losses we sustain subsequent to
  consummation of the transaction. In prior periods, we have received substantial
  cash payments from our tax losses utilized by Seagate Technology, which we have
  used to reduce our obligations to Seagate Technology under an intercompany
  revolving loan agreement (the "revolving loan agreement"). As a result of the
  termination of the Federal tax allocation agreement, we may not be able to
  convert any future tax losses into cash.
  
    We rely on a revolving loan with Seagate Technology, LLC ("New Seagate"),
  which is a wholly owned subsidiary of SAC, to fund a portion of our operating
  cash needs. The revolving loan agreement continues in effect subsequent to the
  closing of the SAC Transaction on November 22, 2000 and expires on July 4, 2001.
  We may require additional financing through the end of fiscal 2002, and are in
  the process of negotiating such additional financing with New Seagate. Should
  additional financing not be available from New Seagate at terms that are
  satisfactory to us and New Seagate, we may seek additional equity and financing
  from other sources, subject to concurrence by the lenders which financed the SAC
  Transaction, as well as our parent company. As a result of the SAC Transaction,
  we guaranteed the debt used to finance the SAC Transaction and pledged a
  majority of our assets. As a result of restrictive covenants under the debt
  agreement, our ability to raise additional debt or equity from other sources may
  be limited.
  
                                         5
  
  <PAGE>
  
  (b) Information required by Item 403 of Regulation S-K--Security Ownership of
  Certain Beneficial Owners and Management.
  
  Security Ownership of Certain Beneficial Owners and Management
  --------------------------------------------------------------
  
    The following table sets forth certain information regarding the beneficial
  ownership of our outstanding shares of our common stock on an as-converted basis
  as of January 31, 2001 by (i) each person who is known to us to be the
  beneficial owner of 5% or more of our outstanding common stock, (ii) each of our
  executive officers named in the Summary Compensation Table below, (iii) each of
  our directors and (iv) all directors and executive officers as a group.
  
  
  
                                                            Number of   Percent of
                                                             Common       Common
                                                           Equivalent   Equivalent
                                                            Shares(1)    Shares(1)
                                                           ----------   ----------
  
  Seagate Software (Cayman)Holdings(2)...................  75,001,000      99.6%
    P.O. Box 265GT
    Walker House
    Georgetown
    Grand Cayman
    Cayman Islands
  
  Stephen J. Luczo(3)..................................... 75,207,250      99.8%
  
  Donald L. Waite(4)...................................... 75,051,000      99.7%
  
  Gregory B. Kerfoot(5)...................................  1,062,499       1.4%
  
  Gary B. Filler(6).......................................     17,708         *
  
  Lawrence Perlman(7).....................................     17,708         *
  
  Eric Patel(8)...........................................     83,333         *
  
  All directors and executive officers as a group (6
  persons)(9)...........................................   76,438,498      99.9%
  
  --------------------------------------------------------------------------------
  
  *  Less than one percent.
  
  (1) Applicable percentage ownership is based on 75,302,088 shares of common
  stock outstanding as of January 31, 2001 together with applicable options for
  such stockholder exercisable on January 31, 2001 or within 60 days thereafter.
  We determined beneficial ownership in accordance with the rules of the
  Securities and Exchange Commission based on factors including voting and
  investment power with respect to shares subject to applicable community property
  laws. Common stock issuable upon the exercise of options currently exercisable
  or exercisable within 60 days after January 31, 2001 are deemed outstanding for
  computing the percentage ownership of the person holding such options, but are
  not deemed outstanding for computing the percentage of any other person.
  
                                         6
  <PAGE>
  
  (2) Suez Software acquired 75,001,000 shares of our common stock on November 22,
  2000 in connection with the SAC Transaction.
  
  (3) Includes 175,000 shares of common stock that are subject to repurchase by
  Seagate Software at the Company's option. Seagate Software's repurchase right
  lapses for 43,750 shares each October 22, 2000, 2001, 2002 and 2003. Includes
  31,250 shares of common stock that may be acquired upon the exercise of stock
  options exercisable within 60 days after January 31, 2001. Includes 75,001,000
  shares of common stock beneficially owned by Suez Software to which Mr. Luczo
  may be deemed, in his capacity as an officer and director of SAC, to have shared
  voting or dispositive power. Mr. Luczo disclaims such beneficial ownership.
  
  (4) Includes 50,000 shares of common stock that are subject to repurchase by the
  Company at the Company's option. Seagate Software's repurchase right lapses for
  12,500 shares each October 22, 2000, 2001, 2002 and 2003. Includes 75,001,000
  shares of common stock beneficially owned by Suez Software to which Mr. Waite
  may be deemed, in his capacity as an officer of SAC and Suez Software, to have
  shared voting or dispositive power. Mr. Waite disclaims such beneficial
  ownership.
  
  (5) Includes 1,062,499 shares of common stock that may be acquired upon the
  exercise of stock options exercisable within 60 days after January 31, 2001.
  
  (6) Includes 17,708 shares of common stock that may be acquired upon exercise of
  stock options exercisable within 60 days after January 31, 2001.
  
  (7) Includes 17,708 shares of common stock that may be acquired upon exercise of
  stock options exercisable within 60 days after January 31, 2001.
  
  (8) Includes 83,333 shares of common stock that may be acquired upon the
  exercise of stock options exercisable within 60 days after January 31, 2001.
  
  (9) See notes 3 through 8.
  
                                         7
  <PAGE>
  
  Directors and Executive Officers
  --------------------------------
  
    Our directors and executive officers and certain information about them as of
  January 31, 2001 are as follows:
  <TABLE>
  <CAPTION>
                                                                                     Director orExecutive
  Name                     Age   Position                                               Officer Since
  ----                     ---   --------                                            ---------------------
  <S>                      <C>   <C>                                                 <C>
  Gregory B. Kerfoot......  40   President, Chief Executive Officer and Director             1999
  
  William Gibson..........  52   Chief Operating Officer                                     2000
  
  Eric Patel..............  44   Chief Financial Officer                                     1999
  
  Stephen J. Luczo........  43   Chairman of the Board of Directors                          1999
  
  Gary B. Filler..........  59   Director                                                    1999
  
  Lawrence Perlman........  62   Director                                                    1999
  
  Donald L. Waite.........  67   Director                                                    1999
  </TABLE>
  
    Mr. Kerfoot has served as our Chief Executive Officer since August 2000 and as
  President and a Director since August 1999. Mr. Kerfoot joined Seagate
  Technology in May 1994 when Seagate Technology acquired Crystal Computer
  Services Inc., and he continued as Director of Research and Development for such
  subsidiary. In May 1996, he was appointed President of the Seagate Software
  business and later in the year was named Executive Vice President and General
  Manager of the Seagate Software  business. In fiscal 1998, Mr. Kerfoot was named
  Chief Strategic Officer for Seagate Software Holdings, as well as Executive Vice
  President and General Manager of the Seagate Software business. In August 1999,
  he was appointed as our President, Chief Operating Officer and a Director. Mr.
  Kerfoot also serves as a member of the board of directors of VERITAS, a software
  company.
  
    Mr. Gibson has served as our Chief Operating Officer since September. From
  April 1998 to August 2000, Mr. Gibson served as the President, Western Region,
  of Rogers Wireless, Inc., a communications company. From August 1997 to March
  1998, Mr. Gibson served as Vice President--Business Units at Lucent
  Technologies. Mr. Gibson served as Vice President and General Manager at Sprint
  PCS from April 1997 to August 1997. Mr. Gibson served as Vice President and
  Marketing Manager of Ameritech Cellular and Paging from June 1993 to April 1997.
  
    Mr. Patel has served as our Chief Financial Officer since November 1999.  From
  February 1997 to November 1999, Mr. Patel served in various capacities at
  University Games, a board game manufacturing company, the most recent of which
  was Chief Financial Officer and Vice President of Operations and International
  Sales and Marketing. From May 1993 to December 1996, Mr. Patel served as
  Director of Strategy for Dreyers Ice Cream.
  
    Mr. Luczo has served as our Chairman of the Board of Directors since August
  1999 and as our Chief Executive Officer from August 1999 to August 2000. Mr.
  Luczo became the Chief Executive Officer and a director of Seagate Technology
  LLC and SAC on November 22, 2000. From July 1998 to November 2000, he served as
  President and Chief Executive Officer of Seagate Technology and was a director
  of Seagate Technology from August 1998 to November 2000. He joined Seagate
  Technology in October 1993 as Senior Vice President, Corporate Development. In
  March 1995, he became Executive Vice President, Corporate Development and Chief
  Operating Officer of the Software Group. Mr. Luczo also serves as a member of
  the boards of directors of Gadzoox Microsystems, Inc., a networking storage
  company and VERITAS, a software company.
  
                                         8
  <PAGE>
  
    Mr. Filler has served as a member of our board of directors since August 1999.
  Mr. Filler has been a financial consultant since September 1996. He was Senior
  Vice President and Chief Financial Officer of Diamond Multimedia Systems, Inc.,
  a multimedia and graphics company, from January 1995 to September 1996. Mr.
  Filler also serves as a member of the board of directors of Sento Corporation, a
  web-based customer contract center company.
  
    Mr. Perlman has served as a member of our board of directors since August
  1999.  Mr. Perlman serves as the Chairman of the Board, President and Chief
  Executive Officer of Ceridian Corporation, a technology based services company
  and was appointed Chairman of its board of directors in November 1992. Mr.
  Perlman previously held several executive positions at Control Data Corporation,
  a computer hardware company, including President and Chief Executive Officer of
  Imprimis Technology Incorporated, a subsidiary of Control Data Corporation. Mr.
  Perlman serves as a member of the boards of directors of Computer Network
  Technology Corporation, a networking hardware and software company, Valspar
  Corporation, an architectural and industrial paint and coating company, AMDOCS
  Ltd., a software company, and Carlson Companies, Inc., a travel company.
  
    Mr. Waite has served as a member of our board of directors since August 1999.
  From November 2000, Mr. Waite has served as Executive Vice President and Chief
  Administrative Officer of SAC and Seagate Technology LLC. From March 1995 to
  November 2000, Mr. Waite served as Executive Vice President and Chief
  Administrative Officer of Seagate Technology. Mr. Waite served as Executive Vice
  President and Chief Administrative Officer of Seagate Technology. Mr. Waite also
  served as Chief Financial Officer of Seagate Technology from October 1983 to
  February 1999. Mr. Waite joined Seagate Technology in 1983 and has served in
  various roles prior to being named to his current position in March 1995. Mr.
  Waite serves as a member of the board of directors of California Micro Devices,
  a thin-film semiconductor company.
  
  Item 7.  Financial Statements and Exhibits
  
           (b) Pro Forma Financial Information
  
               Pro forma financial information are attached hereto as pages F-1
               to F-13.
  
  
                                         9
  <PAGE>
  
                                    SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on our behalf by the
  undersigned, thereunto duly authorized on February 5, 2001.
  
                                 Seagate Software Information
                                 Management Group Holdings, Inc.
  
                                       /s/ Gregory B. Kerfoot
                                 By: _____________________________
                                          Gregory B. Kerfoot
                                     President and Chief Executive
                                                Officer
  
                                       /s/ Eric Patel
                                 By: _____________________________
                                              Eric Patel
                                        Chief Financial  Officer
  
                                         10
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
                              PRO FORMA CONSOLIDATED
                               FINANCIAL STATEMENTS
  
  
  Description                                                        Page No.
  --------------------------------------------------------------     --------
  Pro Forma Consolidated Balance Sheet as of September 29, 2000
   (unaudited)                                                         F-2
  
  Pro Forma Consolidated Statement of Operations for the
   three months ended September 29, 2000 (unaudited)                   F-3
  
  Pro Forma Consolidated Statement of Operations for the fiscal
  year ended June 30, 2000 (unaudited)                                 F-4
  
  Notes to Unaudited Pro Forma Consolidated Financial Statements       F-5
  
                                        F-1
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
                       PRO FORMA CONSOLIDATED BALANCE SHEET
                                SEPTEMBER 29, 2000
                                    (Unaudited)
                                  (In thousands)
  <TABLE>
  <CAPTION>
                                                                     Historical          Pro Forma        Pro Forma Seagate
                                                                  Seagate Software      Adjustments            Software
                                                                -------------------  ------------------  ---------------------
  ASSETS (note 5)
  
  Current assets:
  <S>                                                             <C>               <C>                  <C>
   Cash.........................................................        $   4,546                                    $ 4,546
   Loan receivable from Seagate Technology......................           25,301                                     25,301
   Accounts receivable, net.....................................           18,050                                     18,050
   Income taxes receivable......................................            6,538                                      6,538
   Inventories..................................................              517                                        517
   Prepaid and other current assets.............................            3,872                                      3,872
                                                                        ---------                                    -------
      Total current assets......................................           58,824                                     58,824
  Capital assets, net...........................................            9,134       (4,180) (b)                    4,954
  Goodwill and other intangibles, net...........................            4,845       (4,845) (b)                   22,238
                                                                                        22,238  (b)
                                                                        ---------                                    -------
      Total assets .............................................        $  72,803                                    $86,016
                                                                        =========                                    =======
  LIABILITIES
  
  Current liabilities:
  Accounts payable..............................................        $   8,576                                    $ 8,576
  Accrued employee compensation.................................            9,328                                      9,328
  Accrued expenses..............................................           11,947                                     11,947
  Deferred revenue..............................................           20,389       (1,509) (b)                   18,880
                                                                        ---------                                    -------
      Total current liabilities.................................           50,240                                     48,731
  Deferred income taxes.........................................              543         (543) (a)                       --
                                                                        ---------                                    -------
      Total liabilities.........................................           50,783                                     48,731
  
  Commitments and contingencies (notes 3, 5 and 6)
  
  STOCKHOLDERS' EQUITY
  
  Common stock (see note 3).....................................               75                                         75
  Additional paid-in capital....................................          408,826     (364,565) (c)                   44,261
  Accumulated deficit...........................................         (386,867)     386,867  (c)                   (7,051)
                                                                                        (7,051) (b)
  Accumulated other comprehensive loss..........................              (14)          14  (c)                       --
                                                                        ---------                                    -------
      Total stockholders' equity................................           22,020                                     37,285
                                                                        ---------                                    -------
      Total liabilities and stockholders' equity................        $  72,803                                    $86,016
                                                                        =========                                    =======
  </TABLE>
  
     See notes to the accompanying pro forma consolidated financial
                                    statements (unaudited).
  
                                        F-2
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
              PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE
                                THREE MONTHS ENDED
                                SEPTEMBER 29, 2000
                                    (Unaudited)
                  (In thousands except share and per share data)
  <TABLE>
  <CAPTION>
                                Historical Seagate   Adjustments for         Pro forma            Pro forma       Pro forma Seagate
                                     Software        prior pro forma    Historical Seagate       adjustments          Software
                                                          events             Software
                                ------------------   ---------------    ------------------       -----------      -----------------
  Revenues:
  <S>                          <C>                   <C>                <C>                  <C>                   <C>
   Licensing.................          $    22,958                             $    22,958                              $    22,958
   Maintenance, support and
    services.................               13,946                                  13,946                                   13,946
                                       -----------                             -----------                              -----------
     Total revenues..........               36,904                                  36,904                                   36,904
  
  Cost of revenues:
   Licensing.................                1,028                                   1,028                                    1,028
   Maintenance, support and
    services................                10,019                                  10,019        (131) (h)                   9,888
   Amortization of developed
    technologies.............                   53       (10) (d)                       43       1,223  (b)                   1,266
                                       -----------                             -----------                              -----------
     Total cost of revenues..               11,100                                  11,090                                   12,182
                                       -----------                             -----------                              -----------
  Gross profit...............               25,804                                  25,814                                   24,722
  
  Operating expenses:
   Sales and marketing.......               17,574                                  17,574        (122) (h)                  17,452
   Research and development..                6,212                                   6,212        (131) (h)                   6,081
   General and
    administrative...........                4,183                                   4,183         (56) (h)                   4,127
   Amortization of goodwill
    and other intangibles....                  389       (72) (d)                      317         271  (b)                     588
  
  
   Restructuring costs.......                  573                                     573                                      573
                                       -----------                             -----------                              -----------
     Total operating
       expenses..............               28,931                                  28,859                                   28,821
                                       -----------                             -----------                              -----------
  Loss from operations.......               (3,127)                                 (3,045)                                  (4,099)
   Interest and other
   income (expense), net.....                  222                                     222      (1,248) (i)                  (1,026)
                                       -----------                             -----------                              -----------
  Loss before income taxes...               (2,905)                                 (2,823)                                  (5,125)
  Benefit from (provision
   for) income taxes.........                  726                                     726        (805) (g)                     (79)
                                       -----------                             -----------                              -----------
  Net loss...................          $    (2,179)                            $    (2,097)                             $    (5,204)
                                       ===========                             ===========                              ===========
  
  Net loss per share:
       Basic and diluted.....          $     (0.03)                            $     (0.03)                             $     (0.07)
                                       ===========                             ===========                              ===========
  Weighted average number of
   shares used in basic and
   diluted net loss per
   share.....................           75,073,753                              75,073,753                               75,073,753
  </TABLE>
  
     See notes to the accompanying pro forma consolidated financial
                                    statements (unaudited).
  
                                        F-3
  <PAGE>
  
            SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
              PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE
                                 FISCAL YEAR ENDED
                                   JUNE 30, 2000
                                    (Unaudited)
                  (In thousands except share and per share data)
  <TABLE>
  <CAPTION>
  
                                  Historical Seagate    Adjustments for         Pro forma             Pro forma     Pro forma Seagate
                                       Software         prior pro forma     Historical Seagate       adjustments         Software
                                                            events               Software
                                  ------------------    ---------------     ------------------       -----------    -----------------
  Revenues:
  <S>                             <C>                  <C>                 <C>                   <C>                   <C>
   Licensing....................       $    74,182                               $    74,182                             $    74,182
   Maintenance, support and
    services....................            52,336                                    52,336                                  52,336
                                       -----------                               -----------                             -----------
      Total revenues                       126,518                                   126,518                                 126,518
  
  Cost of revenues:
   Licensing....................             4,096                                     4,096                                   4,096
   Maintenance, support and
    services....................            39,681                                    39,681        (613) (h)                 39,068
   Amortization of developed
    technologies................               198            (26)  (d)                  172       4,890  (b)                  5,062
   Write-off of developed
    technologies................                --                                        --                                      --
                                       -----------                               -----------                             -----------
      Total cost of revenues....            43,975                                    43,949                                  48,226
                                       -----------                               -----------                             -----------
  Gross profit..................            82,543                                    82,569                                  78,292
  
  Operating expenses:
   Sales and marketing..........            66,076                                    66,076        (609) (h)                 65,467
   Research and development.....            24,874            (25)  (f)               24,849        (567) (h)                 24,282
   General and administrative...            20,922                                    20,922        (239) (h)                 20,683
   Amortization of goodwill and
    other intangibles...........             3,038           (192)  (d)                2,846        (496) (b)                  2,350
   Unusual items................           242,569       (242,569)  (e)                   --                                      --
   Restructuring costs..........             1,301                                     1,301                                   1,301
                                       -----------                               -----------                             -----------
      Total operating expenses..           358,780                                   115,994                                 114,083
                                       -----------                               -----------                             -----------
  Loss from operations..........          (276,237)                                  (33,425)                                (35,791)
   Interest and other
     income (expense), net......                20                                        20      (1,689) (i)                 (1,669)
                                       -----------                               -----------                             -----------
  Loss before income taxes .....          (276,217)                                  (33,405)                                (37,460)
  Benefit from (provision for)
   income taxes.................            55,055        (30,812) (e)                24,243     (16,312) (g)                  7,931
                                       -----------                               -----------                             -----------
  Net loss......................       $  (221,162)                              $    (9,162)                            $   (29,529)
                                       ===========                               ===========                             ===========
  Net loss per share:
   Basic and diluted............            $(2.95)                                   $(0.12)                                 $(0.39)
                                       ===========                               ===========                             ===========
  Weighted average number of            75,001,391                                75,001,391                              75,001,391
   shares used in basic and
   diluted net loss per share...
  </TABLE>
  
     See notes to the accompanying pro forma consolidated financial
                                     statement (unaudited).
  
                                        F-4
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  1. Introduction
     ------------
  
     The unaudited pro forma consolidated balance sheet as of September
  29, 2000 and statements of operation for the three months ended September 29,
  2000 and for the fiscal year ended June 30, 2000 of Seagate Software Information
  Management Group Holdings, Inc. ("Seagate Software" and the "Company") have been
  prepared based on the historical financial statements of Seagate Software
  adjusted to give pro forma effect to the October 1999 Seagate Technology
  Exchange of Shares (referred to as the prior pro forma event) and to the Stock
  Purchase Agreement (the "Stock Purchase Agreement") between Seagate Technology,
  Inc. ("Seagate Technology"), Seagate Software Holdings, Inc. ("Seagate Software
  Holdings") and Suez Acquisition Company (Cayman) Limited ("Old SAC"), whereby as
  part of the transaction the Company was purchased, effective November 22, 2000 ,
  by Seagate Software (Cayman) Holdings, a Cayman Islands limited corporation
  ("Suez Software"). Suez Software is a wholly owned subsidiary of New SAC
  ("SAC"), a Cayman Islands limited corporation, effective November 22, 2000. For
  a description of the transaction, see "Item 1. Change in Control of Seagate
  Software Information Management Group Holdings, Inc."
  
  2. Prior Pro Forma Transactions
     ----------------------------
  
     The October 1999 Seagate Technology Exchange of Shares
  
     On October 20, 1999, the stockholders of Seagate Software Holdings approved
  the merger of Seagate Daylight Merger Corp., a wholly owned subsidiary of
  Seagate Technology, with and into Seagate Software Holdings.  The merger was
  effected on October 20, 1999.  Seagate Software Holdings assets consisted of the
  assets of the Seagate Software business and its investment in the common stock
  of VERITAS Software Corporation ("VERITAS").  Upon the closing of the merger,
  Seagate Software Holdings became a wholly owned subsidiary of Seagate
  Technology.  All outstanding options to purchase Seagate Software Holdings
  common stock were accelerated immediately prior to the merger.  In connection
  with the merger, Seagate Software Holdings minority stockholders and optionees
  received payment in the form of 3.23 shares of Seagate Technology's common stock
  per share of Seagate Software Holdings common stock, less any amounts due for
  the payment of the exercise price of unexercised options. Seagate Technology
  issued 9,124,046 shares of its common stock from treasury shares to optionees
  and minority stockholders of Seagate Software Holdings in connection with the
  merger.
  
     Seagate Technology accounted for the exchange of shares of its common stock
  as the acquisition of a minority interest in Seagate Software Holdings common
  stock outstanding and vested more than six months held by employees and all
  stock held by former employees and consultants. The fair value of the shares of
  Seagate Technology issued was $19.4 million and was recorded as the purchase
  price and allocated to all the
  
                                        F-5
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  identifiable tangible and intangible assets and liabilities of Seagate Software
  Holdings. Seagate Technology accounted for the exchange of shares of its common
  stock for stock options in Seagate Software Holdings held by employees and stock
  held and vested by employees less than six months as the settlement of an
  earlier stock award. Seagate Technology recorded compensation expense of $283.6
  million, plus $2.1 million of the employer portion of payroll taxes, related to
  the purchase of the minority interest in Seagate Software Holdings.
  
     The historical consolidated and combined statement of operations of the
  Company for the fiscal year ended June 30, 2000 includes an allocation of
  compensation expense arising from the October 1999 Seagate Technology Exchange
  of Shares. Compensation expense was allocated to Seagate Software on the basis
  of employees specifically identified with the Seagate Software business and for
  those employees that performed services for the Seagate Software business, on
  the basis of time estimates. Accordingly, Seagate Software recorded $239.6
  million of the $283.6 million compensation expense related to the October 1999
  Seagate Technology Exchange of Shares and an offsetting $239.6 million was
  recorded as a capital contribution from Seagate Technology. In addition, the
  $2.1 million of employer portion of payroll taxes paid relate to Seagate
  Software employees and therefore the amount is recorded as an expense for fiscal
  2000.
  
     In addition, $877,000 of legal and accounting costs were incurred by Seagate
  Software in connection with the recapitalization and reorganization of Seagate
  Software.
  
     The historical consolidated and combined financial statements of the Company
  for the year ended June 30, 2000 also include an allocation of $1.2 million of
  the $19.4 million purchase price allocation described above. The allocation was
  based on the fair value of Seagate Software's assets relative to the fair value
  of Seagate Software Holdings. A number of factors were considered in determining
  the Company's estimated fair value including historical and projected revenues,
  earnings and cash flows, as well as other factors and consultations with
  financial advisors.
  
     The allocation of the purchase price to Seagate Software's intangible assets
  as at October 20, 1999 was as follows:
  
  Developed technologies...............................             $  156,000
  Trademark............................................                 36,000
  Assembled work force.................................                 47,000
  In-process research and development..................                 25,000
  Goodwill.............................................              1,071,000
  Deferred tax liability...............................                (94,000)
                                                                    ----------
      Total purchase price allocated...................             $1,241,000
                                                                    ==========
  
     This transaction was eliminated in the accompanying unaudited pro forma
  consolidated financial statements as it represents an unusual one time charge
  and is not expected to impact future operating results.
  
                                        F-6
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  3. Basis of Presentation
     ---------------------
     Seagate Technology held more than 99% of the outstanding shares of Seagate
  Software prior to the purchase by SAC, through its subsidiary, Suez Software. As
  a result of the purchase, SAC acquired the 99% of the outstanding shares of the
  Company. Under SEC rules and regulations, because more than 95% of the Company
  was acquired by SAC, the Company must reflect all its assets and liabilities on
  a push down accounting basis. Under push down accounting, the Company must
  adjust its assets and liabilities to fair value as of the date of acquisition by
  SAC. The unaudited pro forma consolidated balance sheet of Seagate Software as
  of September 29, 2000 gives effect to the transactions contemplated by the Stock
  Purchase Agreement as if the closing of those transactions had occurred on that
  date and reflects the impact of push down accounting. The unaudited pro forma
  consolidated statement of operations of Seagate Software for the fiscal year
  ended June 30, 2000, and the three months ended September 29, 2000, give effect
  to the transactions contemplated by the Stock Purchase Agreement as if the
  closing of those transactions had occurred at the beginning of fiscal 2000 and
  reflects the new basis of SAC in the assets and liabilities acquired by Suez
  Software. Material non-recurring charges or credits and the related tax effects
  which result directly from the transactions and are not expected to have a
  continuing impact on the Company have been eliminated from the pro forma
  presentation.
  
     The direct principals in these transactions are SAC and Seagate Technology
  LLC ("New Seagate"), and accordingly, SAC will bear the costs of completing the
  transaction. Therefore, transaction costs will not be reflected in Seagate
  Software financial statements or in the accompanying unaudited pro forma
  consolidated statements of operations because the transaction costs will be
  fully absorbed by SAC.
  
     The unaudited pro forma adjustments, which are based upon available
  information and upon assumptions that management believes are reasonable, are
  described in the accompanying explanatory notes.  The unaudited pro forma
  consolidated financial information is for informational purposes only and does
  not purport to represent what the Company's financial position or results of
  operations would actually have been had the transactions occurred as of the
  dates indicated, nor does the unaudited pro forma consolidated financial
  information purport to project the Company's results in any future period.
  
     The unaudited pro forma consolidated financial statements should be read in
  conjunction with the historical consolidated and combined financial statements
  and notes thereto, "Management's Discussion and Analysis of Financial Condition
  and Results of Operations", and the other financial information in Seagate
  Software's Form 10-12G/A for the fiscal year ended June 30, 2000 and quarter
  ended September 29, 2000 filed with the Securities and Exchange Commission.
  
     The purchase by SAC under the Stock Purchase Agreement will be accounted for
  using the purchase method of accounting in accordance with Accounting Principles
  Board Opinion No. 16 "Business Combinations". In accordance with the provisions
  of Accounting Principles Board Opinions No. 16 and 17, all identifiable assets
  acquired,
  
                                        F-7
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  including identifiable intangibles assets, are being allocated portion of the
  cost of the acquired enterprise (the "purchase price") on the basis of their
  relative fair values. These fair values are being determined based upon
  independent appraisals. The fair values assigned to identifiable tangible and
  intangible assets and liabilities at the date of the transaction will be greater
  than the estimated amount paid, resulting in negative goodwill. The negative
  goodwill will be allocated to the long-lived tangible and intangible assets on
  the basis of relative fair values. Accordingly, the estimated net value of the
  intangible and tangible assets of Seagate Software arising from the SAC
  acquisition have been reflected in these pro forma financial statements.
  
     In connection with finalization of the purchase price allocation of these
  transactions, SAC and Seagate Software are currently evaluating the
  fair value of the consideration given and the fair value of the assets acquired
  and liabilities assumed. Using this information, SAC and Seagate
  Software will make a final allocation of the purchase price including the
  allocation to in-process research and development and other intangibles.
  Accordingly, the purchase accounting information is preliminary.
  
  4. Pro Forma Assumptions and Adjustments
     -------------------------------------
  
     These pro forma consolidated financial statements give effect to the
  following assumptions and adjustments as if they had occurred on September 29,
  2000 in respect of the pro forma consolidated balance sheet and on July 1, 1999
  in respect of the pro forma consolidated statements of operations. The
  completion of the SAC Transaction and Prior Pro Forma Transactions is more fully
  described elsewhere in this current report. They do not give effect to any
  material transactions by or changes in operations or fair values of Seagate
  Software subsequent to September 29, 2000.
  
  (a)  To eliminate all historical Seagate Software deferred income tax accounts
       as a result of the October 1999 Seagate Technology Exchange of Shares
       transaction.
  
  (b)  The table below lists the estimated net purchase price allocation and
       annual amortization of the intangible assets acquired. The fair value of
       the intangible assets acquired and long-lived assets acquired have been
       reduced by approximately 46% as a result of negative goodwill allocated to
       these assets to arrive at the net purchase price allocation.
  
  <TABLE>
  <CAPTION>
                                                            Net Purchase     Amortization    Annual Amortization
              Purchase Price Allocation                   Price Allocation        Life          of Intangibles
              -------------------------                   ----------------   -------------   -------------------
                                                            (thousands)         (years)          (thousands)
  <S>                                                    <C>                 <C>             <C>
  Net current assets acquired (1)......................            $10,093              --                    --
  Tangible long-lived assets acquired (1)..............              4,954
                                                                   -------
                                                                    15,047
                                                                   -------
  Intangible assets acquired:
  Developed technology (2).............................             15,187               3                 5,062
  Assembled work force (3).............................              7,051               3                 2,350
  In-process research and development (4)..............              7,051              --                    --
                                                                   -------              --                ------
                                                                    29,289                                 7,412
                                                                   -------                                ------
      Total ...........................................            $44,336                                $7,412
                                                                   =======                                ======
  </TABLE>
  
                                        F-8
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  The actual allocation of the amounts may differ from those reflected below after
  finalization of the purchase price allocation and post closing procedures.
  
    (1) Net Current Assets and Tangible Long-lived Assets. Current assets acquired
        principally include cash, intercompany loan receivable, accounts
        receivable, inventories, and other current assets. Current liabilities
        principally include accounts payable, accrued employee compensation,
        deferred revenue and other current liabilities. Tangible long-lived net
        assets acquired comprise net capital assets, including equipment and
        leasehold improvements. Current net assets will be acquired at fair value.
        Tangible long-lived assets will be acquired at fair value less an
        allocation of negative goodwill. Details of the current net assets and
        tangible long-lived assets are as follows (in thousands):
  
  <TABLE>
  <CAPTION>
  Net current assets:
  <S>                                                                         <C>
   Cash.............................................................          $  4,546
   Loan receivable from Seagate Technology..........................            25,301
   Accounts receivable, net.........................................            18,050
   Income taxes receivable..........................................             6,538
   Inventories......................................................               517
   Prepaid and other current assets.................................             3,872
   Accounts payable.................................................            (8,576)
   Accrued employee compensation....................................            (9,328)
   Accrued expenses.................................................           (11,947)
   Deferred revenue.................................................           (18,880)
                                                                              --------
   Total net current assets acquired................................            10,093
                                                                              --------
  
  Tangible long-lived net assets:
   Capital assets, net..............................................             4,954
                                                                              --------
  
  Fair value of net current assets and tangible long-lived assets             $ 15,047
   acquired, adjusted for negative goodwill                                   ========
  </TABLE>
  
    (2) Developed Technology. The value of the developed technology was determined
        by discounting the expected future cash flows attributable to all existing
        technology, taking into account risks related to the characteristics and
        applications of the technology, existing and future markets and
        assessments of the life cycle stage of the technology. The analysis
        resulted in a valuation for developed technology, which had reached
        technological feasibility and therefore was capable of being capitalized.
        The developed technology is being amortized on the straight-line basis
        over its estimated useful life (3 years) and the amortization is included
        in cost of revenues.
  
    (3) Assembled Work Force. The value of the assembled work force was derived by
        estimating the costs to replace the existing employees, including the
        recruiting, hiring and training costs for each category of employee. The
        assembled
  
                                        F-9
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
        workforce is being amortized on the straight-line basis over its estimated
        useful life (3 years) and the amortization is included in amortization of
        goodwill and other intangibles.
  
    (4) In-process Research and Development. As the basis for identifying the in-
        process R&D, Seagate Software's developmental projects were evaluated in
        the context of Financial Accounting Standards Board Interpretation 4 and
        paragraph 11 of Financial Accounting Standards Board ("FAS") Statement No.
        2 and FAS Statement No. 86. Seagate Software will charge the value
        allocated to projects identified as in-process research and development to
        expense in the period the transactions close. This write-off is necessary
        because the acquired technologies have not yet reached technological
        feasibility and have no future alternative uses.
  
        At the valuation date, Seagate Software was in the process of developing
        three next generation versions of existing technologies which were
        estimated to be about 85%, 70%, and 75% complete based on total man-hours
        and absolute time. Seagate Software expects these three projects to be
        completed before the end of fiscal 2002, at an estimated cost of
        approximately $20 million. The nature of the efforts required to develop
        the purchased in-process research and development into commercially viable
        products principally relate to the completion of all planning, designing,
        prototyping, verification and testing activities that are necessary to
        establish that the product can be produced to meet its design
        specifications, including functions, features and technical performance
        requirements. Seagate Software expects that the acquired in-process
        research and development will be successfully developed, but it cannot
        ensure that commercial viability of these products will be achieved.
  
        The value of the purchased in-process research and development for Seagate
        Software was determined by estimating the projected net cash flows related
        to such products, including costs to complete the development of the
        technology and the future revenues to be earned on commercialization of
        the products. These cash flows were then discounted back to their net
        present value. The projected net cash flows from such projects were based
        on management's estimates of revenues and operating profits related to
        these projects.
  
    (5) Deferred Taxes. For the purpose of pro forma presentation, deferred taxes
        do not arise because the transaction is subject to a special tax election,
        whereby no difference in the book and tax basis of the net assets exist.
  
  (c)  To restate all of Seagate Software's capital and retained earnings
       accounts, with the exception of the par value of common share capital, to
       reflect the net tangible assets and liabilities purchased as at November
       22, 2000.
  
                                        F-10
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  (d)  To eliminate amortization for developed technology of $26,000 and $10,000
       in fiscal year 2000 and the quarter ended September 29, 2000, respectively
       and $192,000 and $72,000, respectively for amortization of goodwill and
       intangibles related to the acquisition of the minority interests of Seagate
       Software Holdings, Inc. (The October 1999 Seagate Technology Exchange of
       Shares transaction) for the period prior to the date of the transactions.
  
  (e)  To eliminate the compensation expense and related tax benefit, related
       payroll taxes and transaction expenses recorded as a result of the October
       1999 Seagate Technology Exchange of Shares. Such compensation expense
       represented the value of Seagate Technology common stock exchanged for
       Seagate Software Holdings common stock and held by employees for less than
       six months.
  
  (f)  To eliminate the write-off of in-process research and development recorded
       as a result of the October 1999 Seagate Technology Exchange of Shares.
  
  (g)  To eliminate the previously recorded federal tax benefit due to the
       termination of the Tax Allocation Agreement with Seagate Technology.
  
  (h)  To record a reduction in depreciation as the new accounting basis in the
       property, plant and equipment and leasehold improvements is lower than the
       historical basis used by Seagate Software.
  
                                        F-11
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  (i)  To record the interest effects of the termination of the Tax Allocation
       Agreement.
  
       Prior to the transaction on November 22, 2000, Seagate Software was
       included in the consolidated federal and certain combined and consolidated
       foreign and state tax returns of Seagate Technology. Pursuant the Tax
       Allocation Agreement, Seagate Software computed hypothetical tax returns as
       if Seagate Software was not joined in consolidated or combined returns with
       Seagate Technology. Seagate Software was required to pay Seagate Technology
       the positive amount of any such hypothetical taxes. If the hypothetical tax
       returns showed entitlement to refunds, including any refunds attributable
       to a carryback, then Seagate Technology paid Seagate Software the amount of
       such refunds.
  
       Tax related balances owing to Seagate Software by Seagate Technology were
       offset from balances owed to New Seagate under the revolving loan
       agreement. Under the revolving loan agreement interest is charged on a
       monthly basis at the LIBOR rate plus 2% per annum on any amounts owing to
       New Seagate (average of 8.62% for the quarter ended September 29, 2000 and
       7.85% for fiscal 2000). The Tax Allocation Agreement was cancelled at the
       transaction date and therefore, the interest expense in the pro forma
       statements of operations has been adjusted to eliminate the effects of any
       offsetting of tax related balances from revolving loan balances subsequent
       to the beginning of fiscal 2000.
  
  5. Debt Guarantees and Pledge of Assets
     ------------------------------------
  
     Senior Secured Credit Facility
  
     On the closing of the SAC Transaction, Seagate Technology International and
  Seagate Technology (US) Holdings, Inc. entered into the senior credit facilities
  with a syndicate of banks and other financial institutions led by The Chase
  Manhattan Bank, as administrative agent and an issuing bank, and Goldman Sachs
  Credit Partners L.P., as a documentation agent, The Bank of Nova Scotia as a
  documentation agent, and Merrill Lynch Capital Corporation, as a documentation
  agent.  The senior credit facilities provide senior secured financing of up to
  $900 million, consisting of:
  
     .  a $200 million revolving credit facility for general corporate purposes,
        with a sublimit of $100 million for letters of credit, which will
        terminate in five years;
  
     .  a $200 million term loan A facility with a maturity of five years; and
  
     .  a $500 million term loan B facility with a maturity of six years.
  
     At the closing of the transaction, SAC did not borrow under the revolving
  credit facility.  At that time, approximately $155 million of the revolving
  credit facility was available because approximately $45 million of existing
  letters of credit were outstanding and reduced availability under it.  SAC drew
  the full amount of the term loan A facility and the term loan B facility on the
  closing of the transaction to finance the acquisition of Seagate Technology's
  operating assets, including 75,001,000 shares of Seagate Software common stock.
  
  The $700 million outstanding loans under the term loan A and B facilities are
  repayable in semiannual payments due as follows (in thousands):
  
  Fiscal        2001                   $  5,000
                2002                     22,500
                2003                     40,000
                2004                     50,000
                2005                     60,000
                thereafter              522,500
                                       --------
  
                Total                  $700,000
                                       ========
  
  The loans bear interest at variable rates dependent upon market interest rates
  and the nature of the borrowings, as well as the consolidated financial position
  of SAC at applicable measurement dates. The interest rates being charged under
  these borrowings at the date of the SAC Transaction ranged from 9.1875% (LIBOR
  plus 2.5%) to 9.6875% (LIBOR plus 3%).
  
     SAC and certain of its subsidiaries, including Seagate Software and certain
  of its subsidiaries are guarantors under the senior credit facilities. In
  addition, the majority of SAC's and certain of its subsidiaries' assets,
  including Seagate Software's assets and its capital stock, have been pledged
  against the debt under this credit agreement. SAC,and certain of its
  subsidiaries, including Seagate Software and certain of its subsidiaries, have
  agreed to certain covenants under this agreement including restrictions on
  future equity and borrowing transactions, business acquisitions and disposals,
  making certain restricted payments and dividends, making certain capital
  expenditures, incurring guarantee obligations and engaging in mergers or
  consolidations. Further, Seagate Software, as part of the consolidated group, is
  subject to certain financial covenants which are assessed on the consolidated
  operating results and financial position of SAC and its subsidiaries.
  
    Seagate Software can be released from its guarantee obligations and assets
  pledge under the senior credit facilities upon an approved transfer or sale of
  Seagate Software's common stock, or an initial public offering of at least 10%,
  on a fully diluted basis, of Seagate Software's voting common stock.
  
                                        F-12
  <PAGE>
  
           SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
     Senior Subordinated Notes
  
     In connection with the closing and financing of the SAC Transaction, Seagate
  Technology International issued unsecured senior subordinated notes under an
  Indenture dated November 22, 2000 at a discount to the aggregate principal
  amount of $210 million, for gross proceeds of approximately $201 million. The
  notes mature on November 15, 2007 and bear interest payable semi-annually at a
  rate of 12.5% per annum. SAC and certain of its subsidiaries, including Seagate
  Software and certain of its subsidiaries, are guarantors of the notes. In
  addition, SAC and certain of its subsidiaries including Seagate Software and
  certain of its subsidiaries have agreed to certain restrictive covenants under
  the terms of these notes including restrictions on future equity and borrowing
  transactions, business acquisitions and disposals, making certain restricted
  payments and dividends, making certain capital expenditures, incurring guarantee
  obligations and engaging in mergers or consolidations. Seagate Software may be
  released from its guarantee obligation if there are certain sales of its capital
  stock, including in an initial public offering, but would remain subject to the
  restrictive covenants of the indenture until Seagate Software and its
  subsidiaries are no longer subsidiaries of SAC.
  
     SAC will not require Seagate Software's cash flow to be used to service the
  obligations pursuant to the senior secured credit facility and the senior
  subordinated notes. The Company believes that none of the guarantees or pledges
  of assets under the senior credit facilities or the guarantees under the
  Indenture are likely to be invoked.
  
  6. Other Matters
     -------------
  
     Push Down of Compensation Expense
  
     On November 22, 2000, the date of closing of the SAC Transaction, vesting of
  Seagate Technology options, other than the $184 million rollover equity, were
  accelerated and net exercised for merger consideration of 0.4465 shares of
  VERITAS and $8.55 cash per share of Seagate Technology. The accelerated vesting
  and net exercise of these options will result in compensation expense. At
  November 22, 2000, Seagate Technology options to purchase 51,500 shares of
  Seagate Technology common stock were held by certain employees of Seagate
  Software. As a result, approximately $1.9 million of compensation expense will
  be recorded by Seagate Software. The $1.9 million compensation expense
  attributable to Seagate Software employees has not been reflected in the
  unaudited accompanying pro forma financial statements because it is considered
  to be a one-time expense related to the transaction and is not expected to
  impact future operating results.
  
                                        F-13
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text: UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
                                 February 5, 2001
                                 (Date of Report)
  
                           SEAGATE SOFTWARE INFORMATION
                          MANAGEMENT GROUP HOLDINGS, INC.
              (Exact name of Registrant as specified in its charter)
  Delaware                          000-31859                 77-0537234
  (State or other jurisdiction of    (Commission File Number)     (I.R.S. Employer
  incorporation or organization)                                 Identification Number)
  895 Emerson St.                                           94301
  Palo Alto, California                                       (Zip Code)
  (Address of principal executive
         offices)
  
        Registrant's telephone number, including area code: (650) 473-3130
  
                                         1
  Item 1.  Change in Control of Seagate Software Information Management Group
  Holdings, Inc.
  
    On November 22, 2000, Seagate Software (Cayman) Holdings, a Cayman Islands
  limited corporation ("Suez Software"), acquired 75,001,000 shares of Seagate
  Software Information Management Group Holdings, Inc. ("Seagate Software") common
  stock. As a result of the transaction, Suez Software holds 99.6% of the
  outstanding capital stock of Seagate Software. Suez Software did not purchase
  shares of Seagate Software common stock that are outstanding as a result of the
  exercise of options to purchase these shares under the 1999 and 2000 Stock
  Option Plans of Seagate Software.
  
  (a)  Information Regarding the Change in Control
  
    We are a majority owned subsidiary of Suez Software, which is a wholly owned
  subsidiary of New SAC, a Cayman Islands limited corporation ("SAC") and as of
  November 22, 2000, they hold substantially all of our capital stock. Prior to
  November 22, 2000, we were a majority owned subsidiary of Seagate Software
  Holdings, Inc. ("Seagate Software Holdings" and formerly known as Seagate
  Software, Inc.), a Delaware corporation and wholly owned subsidiary of Seagate
  Technology, Inc. ("Seagate Technology"). Seagate Technology was a data
  technology company that provided products for storing, managing and accessing
  digital information on computer systems. The outstanding minority interests in
  our capital stock amounted to approximately 10.8% and 10.5% on a fully diluted
  basis as of September 29, 2000 and June 30, 2000, respectively. The minority
  interests consisted of our common stock and options to purchase our common stock
  issued pursuant to our 1999 and 2000 Stock Option Plans. The options to purchase
  our common stock are held by certain employees and directors of our company, our
  parent companies and our subsidiaries.
  
    On March 29, 2000, Seagate Software Holdings, Seagate Technology and Suez
  Acquisition Company (Cayman) Limited ("Old SAC"), an entity affiliated with,
  among others, Silver Lake Partners L.P. and Texas Pacific Group, entered into a
  Stock Purchase Agreement (the "Stock Purchase Agreement"), and Seagate
  Technology, VERITAS Software Corporation ("VERITAS") and a wholly owned
  subsidiary of VERITAS entered into an Agreement and Plan of Merger and
  Reorganization (the "Merger Agreement").  At the closing of the transaction
  contemplated by the Stock Purchase Agreement, Old SAC assigned all of its rights
  under such agreements to SAC.
  
    SAC is a limited corporation organized under the laws of the Cayman Islands.
  SAC was organized for the purpose of acquiring the operating assets of Seagate
  Technology and Seagate Software Holdings pursuant to the Stock Purchase
  Agreement. SAC is controlled by Silver Lake Partners L.P. and Texas Pacific
  Group.  Silver Lake Partners L.P. is a private investment firm headquartered in
  Menlo Park, California and New York, New York, the general partner of which is
  Silver Lake Technology Associates, L.L.C. Silver Lake Technology Associates is a
  Delaware limited liability company, the managing members of which are James A.
  Davidson, Glenn H. Hutchins, David J. Roux and Integral Capital Partners.  Texas
  Pacific Group is a private investment firm headquartered in Fort Worth, Texas,
  which is managed by entities controlled by David Bonderman, James G. Coulter and
  William S. Price III.
  
    SAC financed the acquisition of the Seagate Technology operating assets,
  including 75,001,000 shares of our common stock through:
  
                                         2
  .  Equity financing of $916 million from Silver Lake Partners L.P., TPG
  Partners III, L.P., August Capital, Chase Capital Partners, GS Private Equity
  Partners, L.P. and other investors, including the following directors of our
  company: Stephen J. Luczo, Gregory B. Kerfoot and Donald L. Waite.
  
       .   A senior secured credit facility of $700 million in the aggregate
  (in addition to a $200 million revolving loan facility) from the Chase Manhattan
  Bank, Goldman Sachs Credit Partners L.P. and Merrill Lynch Capital Corporation.
  
       .   Senior subordinated notes of approximately $210 million issued by
  Seagate Technology International at a discount to the aggregate principal
  amount of $210 million, for gross proceeds of approximately $201 million.
  Seagate Technology International is indirectly owned by SAC.
  
       .   Certain cash reserves of Seagate Technology of approximately $149
  million, net of estimated transaction costs of $100 million.
  
    In lieu of receiving consideration in connection with the Merger, most of
  Seagate Technology's senior management team converted a portion of their
  unvested Seagate Technology options and restricted stock ("rollover equity")
  with an aggregate value of $184 million into deferred compensation and an equity
  interest in SAC. Although the amount of cash that Seagate Technology received
  from SAC was reduced by the aggregate value of this converted equity, the total
  merger consideration received by Seagate Technology stockholders on a per share
  basis was not reduced due to the cancellation of a number of Seagate Technology
  stock options equal in value to the $184 million in rollover equity. As a
  result, while the cash component of the merger consideration to be received by
  Seagate Technology shareholders was reduced on a per share basis, the VERITAS
  shares component of the merger consideration, as discussed further in the
  following paragraphs, was increased on a per share basis by an offsetting amount
  because of the antidilutive impact of the Seagate Technology stock options that
  were cancelled.
  
    Under the Stock Purchase Agreement, SAC purchased for $2.05 billion of cash
  (less the value of Seagate Technology equity rolled over by former Seagate
  Technology officers and less $50 million paid to VERITAS and to be released to
  the former Seagate Technology shareholders upon settlement of outstanding
  lawsuits), all of the operating assets of Seagate Technology and its
  consolidated subsidiaries, including Seagate Technology's disc drive, tape
  drive, software and intelligent storage solutions businesses and operations,
  including shares of our common stock, and certain cash balances, but excluding
  the approximately 128 million shares of VERITAS common stock then held by
  Seagate Software Holdings and Seagate Technology's equity investments in Gadzoox
  Networks, Inc. and Lernout & Hauspie Speech Products N.V. In addition, under the
  Stock Purchase Agreement, wholly owned subsidiaries of SAC assumed substantially
  all of the operating liabilities of Seagate Technology, Seagate Software
  Holdings and their consolidated subsidiaries. We refer to this transaction as
  the SAC Transaction.
  
    The following table reflects the preliminary allocation of the total purchase
  price of Seagate Technology at the closing of the transactions. It is based upon
  estimates of the fair value of the operating and intangible assets acquired and
  liabilities assumed by SAC.
  
                                         3
  Estimated Purchase price of Seagate Technology, including Seagate Software Information                      Amounts
  Management Group Holdings, Inc.                                                                          (in millions)
  ----------------------------------------------------------------------------------------------------------------------
  Total purchase price...........................................................................               $2,050
  Less: deferred compensation and rollover of equity interest in SAC.............................                 (184)
  Less: class action litigation settlement.......................................................                  (50)
                                                                                                                ------
  Total cash proceeds from equity sponsors and management group..................................               $1,816
  Plus: estimated transaction costs, net of deferred financing costs and costs to be
  expensed at closing............................................................................                   24
                                                                                                                ------
       Net Purchase Price                                                                                       $1,840
                                                                                                                ======
  
  Proforma Purchase Price Allocation of Seagate Technology, including Seagate Software                        Amounts
  Information Management Group Holdings, Inc.                                                              (in millions)
  ----------------------------------------------------------------------------------------------------------------------
  Tangible net assets acquired...................................................................               $1,605
  Intangible assets acquired.....................................................................                  235
                                                                                                                ------
       Total tangible net assets and intangible assets acquired                                                 $1,840
                                                                                                                ======
  In connection with finalization of the purchase price allocation of these
  transactions, SAC and Seagate Software are currently evaluating the fair value
  of the consideration given and the fair value of the assets acquired and
  liabilities assumed. Using this information, SAC and Seagate Software will make
  a final allocation of the purchase price including the allocation to in-process
  research and development and other intangibles. Accordingly, the purchase
  accounting information is preliminary.
  
    Immediately following the SAC Transaction, VERITAS acquired Seagate Technology
  pursuant to the Merger Agreement such that, a wholly owned subsidiary of VERITAS
  merged with and into Seagate Technology, and Seagate Technology survived the
  merger and became a wholly owned subsidiary of VERITAS.  This wholly owned
  subsidiary was renamed VERITAS Software Technology Corporation.  We refer to
  this transaction as the Merger.  In the Merger, the Seagate Technology
  stockholders received consideration consisting of 0.4465 shares of VERITAS
  common stock and $8.55 of cash per share of Seagate Technology common stock.
  The Merger is intended to qualify as a tax-free reorganization.
  
    In addition, the Seagate Technology stockholders were entitled to receive
  their proportionate amounts of a tax refund trust account, a class action
  litigation settlement of $50 million and the shares of Lernout & Hauspie Speech
  Products N.V. held by Seagate Technology at closing.
  
    VERITAS did not acquire Seagate Technology's disc drive business or any other
  Seagate Technology operating business, including us. All of Seagate Technology's
  operating assets, including our company, were sold to wholly owned subsidiaries
  of SAC in connection with the leveraged buyout and the operating business of
  Seagate Technology is now conducted by Seagate Technology LLC.
  
    Our directors and officers had interests in the Merger and the SAC Transaction
  that may have differed from those of Seagate Technology's or VERITAS'
  stockholders.  For example, Stephen J. Luczo and Gregory B. Kerfoot, our
  Chairman and Chief Executive Officer and President, respectively, are members of
  the board of directors of VERITAS.
  
    As part of the SAC Transaction, SAC, Seagate Technology and we agreed to
  assume and indemnify VERITAS for substantially all liabilities arising in
  connection with our
                                         4
  operating assets. On March 29, 2000, Seagate Technology, VERITAS and SAC entered
  into an Indemnification Agreement, pursuant to which these entities and certain
  other subsidiaries of Seagate Technology, including our company, have agreed to
  certain indemnification provisions regarding tax and other matters that may
  arise in connection with the SAC Transaction and the Merger.
  
    The stockholders of each of VERITAS and Seagate Technology approved the Merger
  and the SAC Transaction, as the case may be, on November 21, 2000. The
  transactions contemplated by the Stock Purchase Agreement and Merger Agreement
  were completed on November 22, 2000. Upon completion of the transaction, the
  75,001,000 shares of our common stock that were held by Seagate Software
  Holdings were acquired by Suez Software. Our minority stockholders continue to
  hold their interests in our common stock. In addition, the outstanding
  unexercised options granted under our 1999 and 2000 Stock Option Plans continue
  to remain outstanding.
  
    The Merger and the SAC Transaction constituted a purchase business transaction
  of Seagate Technology and resulted in a change of control of our company. This
  requires application of push down accounting on the financial statements of our
  company, such that we will reflect the fair value of our tangible and intangible
  assets and liabilities as at the date of the transaction net of an allocation of
  negative goodwill. In addition, a majority of our assets along with certain
  other assets of Seagate Technology, are now pledged as a guarantee for debt
  issued to finance the SAC Transaction.
  
    The federal tax allocation agreement we had with Seagate Technology was
  terminated on November 22, 2000, and we will no longer file federal income tax
  returns on a consolidated basis with Seagate Technology. We will enter into a
  state tax allocation agreement with affiliates of SAC, as applicable. Therefore,
  Seagate Technology will not benefit from nor will it reimburse us pursuant to
  the Tax Allocation Agreement for federal tax losses we sustain subsequent to
  consummation of the transaction. In prior periods, we have received substantial
  cash payments from our tax losses utilized by Seagate Technology, which we have
  used to reduce our obligations to Seagate Technology under an intercompany
  revolving loan agreement (the "revolving loan agreement"). As a result of the
  termination of the Federal tax allocation agreement, we may not be able to
  convert any future tax losses into cash.
  
    We rely on a revolving loan with Seagate Technology, LLC ("New Seagate"),
  which is a wholly owned subsidiary of SAC, to fund a portion of our operating
  cash needs. The revolving loan agreement continues in effect subsequent to the
  closing of the SAC Transaction on November 22, 2000 and expires on July 4, 2001.
  We may require additional financing through the end of fiscal 2002, and are in
  the process of negotiating such additional financing with New Seagate. Should
  additional financing not be available from New Seagate at terms that are
  satisfactory to us and New Seagate, we may seek additional equity and financing
  from other sources, subject to concurrence by the lenders which financed the SAC
  Transaction, as well as our parent company. As a result of the SAC Transaction,
  we guaranteed the debt used to finance the SAC Transaction and pledged a
  majority of our assets. As a result of restrictive covenants under the debt
  agreement, our ability to raise additional debt or equity from other sources may
  be limited.
  
                                         5
  (b) Information required by Item 403 of Regulation S-K--Security Ownership of
  Certain Beneficial Owners and Management.
  
  Security Ownership of Certain Beneficial Owners and Management
  --------------------------------------------------------------
  
    The following table sets forth certain information regarding the beneficial
  ownership of our outstanding shares of our common stock on an as-converted basis
  as of January 31, 2001 by (i) each person who is known to us to be the
  beneficial owner of 5% or more of our outstanding common stock, (ii) each of our
  executive officers named in the Summary Compensation Table below, (iii) each of
  our directors and (iv) all directors and executive officers as a group.
  
                                                            Number of   Percent of
                                                             Common       Common
                                                           Equivalent   Equivalent
                                                            Shares(1)    Shares(1)
                                                           ----------   ----------
  
  Seagate Software (Cayman)Holdings(2)...................  75,001,000      99.6%
    P.O. Box 265GT
    Walker House
    Georgetown
    Grand Cayman
    Cayman Islands
  
  Stephen J. Luczo(3)..................................... 75,207,250      99.8%
  
  Donald L. Waite(4)...................................... 75,051,000      99.7%
  
  Gregory B. Kerfoot(5)...................................  1,062,499       1.4%
  
  Gary B. Filler(6).......................................     17,708         *
  
  Lawrence Perlman(7).....................................     17,708         *
  
  Eric Patel(8)...........................................     83,333         *
  
  All directors and executive officers as a group (6
  persons)(9)...........................................   76,438,498      99.9%
  
  --------------------------------------------------------------------------------
  
  *  Less than one percent.
  
  (1) Applicable percentage ownership is based on 75,302,088 shares of common
  stock outstanding as of January 31, 2001 together with applicable options for
  such stockholder exercisable on January 31, 2001 or within 60 days thereafter.
  We determined beneficial ownership in accordance with the rules of the
  Securities and Exchange Commission based on factors including voting and
  investment power with respect to shares subject to applicable community property
  laws. Common stock issuable upon the exercise of options currently exercisable
  or exercisable within 60 days after January 31, 2001 are deemed outstanding for
  computing the percentage ownership of the person holding such options, but are
  not deemed outstanding for computing the percentage of any other person.
  
                                         6
  (2) Suez Software acquired 75,001,000 shares of our common stock on November 22,
  2000 in connection with the SAC Transaction.
  
  (3) Includes 175,000 shares of common stock that are subject to repurchase by
  Seagate Software at the Company's option. Seagate Software's repurchase right
  lapses for 43,750 shares each October 22, 2000, 2001, 2002 and 2003. Includes
  31,250 shares of common stock that may be acquired upon the exercise of stock
  options exercisable within 60 days after January 31, 2001. Includes 75,001,000
  shares of common stock beneficially owned by Suez Software to which Mr. Luczo
  may be deemed, in his capacity as an officer and director of SAC, to have shared
  voting or dispositive power. Mr. Luczo disclaims such beneficial ownership.
  
  (4) Includes 50,000 shares of common stock that are subject to repurchase by the
  Company at the Company's option. Seagate Software's repurchase right lapses for
  12,500 shares each October 22, 2000, 2001, 2002 and 2003. Includes 75,001,000
  shares of common stock beneficially owned by Suez Software to which Mr. Waite
  may be deemed, in his capacity as an officer of SAC and Suez Software, to have
  shared voting or dispositive power. Mr. Waite disclaims such beneficial
  ownership.
  
  (5) Includes 1,062,499 shares of common stock that may be acquired upon the
  exercise of stock options exercisable within 60 days after January 31, 2001.
  
  (6) Includes 17,708 shares of common stock that may be acquired upon exercise of
  stock options exercisable within 60 days after January 31, 2001.
  
  (7) Includes 17,708 shares of common stock that may be acquired upon exercise of
  stock options exercisable within 60 days after January 31, 2001.
  
  (8) Includes 83,333 shares of common stock that may be acquired upon the
  exercise of stock options exercisable within 60 days after January 31, 2001.
  
  (9) See notes 3 through 8.
  
                                         7
  Directors and Executive Officers
  --------------------------------
  
    Our directors and executive officers and certain information about them as of
  January 31, 2001 are as follows:
  Director orExecutive
  Name                     Age   Position                                               Officer Since
  ----                     ---   --------                                            ---------------------
  Gregory B. Kerfoot......  40   President, Chief Executive Officer and Director             1999
  
  William Gibson..........  52   Chief Operating Officer                                     2000
  
  Eric Patel..............  44   Chief Financial Officer                                     1999
  
  Stephen J. Luczo........  43   Chairman of the Board of Directors                          1999
  
  Gary B. Filler..........  59   Director                                                    1999
  
  Lawrence Perlman........  62   Director                                                    1999
  
  Donald L. Waite.........  67   Director                                                    1999
  Mr. Kerfoot has served as our Chief Executive Officer since August 2000 and as
  President and a Director since August 1999. Mr. Kerfoot joined Seagate
  Technology in May 1994 when Seagate Technology acquired Crystal Computer
  Services Inc., and he continued as Director of Research and Development for such
  subsidiary. In May 1996, he was appointed President of the Seagate Software
  business and later in the year was named Executive Vice President and General
  Manager of the Seagate Software  business. In fiscal 1998, Mr. Kerfoot was named
  Chief Strategic Officer for Seagate Software Holdings, as well as Executive Vice
  President and General Manager of the Seagate Software business. In August 1999,
  he was appointed as our President, Chief Operating Officer and a Director. Mr.
  Kerfoot also serves as a member of the board of directors of VERITAS, a software
  company.
  
    Mr. Gibson has served as our Chief Operating Officer since September. From
  April 1998 to August 2000, Mr. Gibson served as the President, Western Region,
  of Rogers Wireless, Inc., a communications company. From August 1997 to March
  1998, Mr. Gibson served as Vice President--Business Units at Lucent
  Technologies. Mr. Gibson served as Vice President and General Manager at Sprint
  PCS from April 1997 to August 1997. Mr. Gibson served as Vice President and
  Marketing Manager of Ameritech Cellular and Paging from June 1993 to April 1997.
  
    Mr. Patel has served as our Chief Financial Officer since November 1999.  From
  February 1997 to November 1999, Mr. Patel served in various capacities at
  University Games, a board game manufacturing company, the most recent of which
  was Chief Financial Officer and Vice President of Operations and International
  Sales and Marketing. From May 1993 to December 1996, Mr. Patel served as
  Director of Strategy for Dreyers Ice Cream.
  
    Mr. Luczo has served as our Chairman of the Board of Directors since August
  1999 and as our Chief Executive Officer from August 1999 to August 2000. Mr.
  Luczo became the Chief Executive Officer and a director of Seagate Technology
  LLC and SAC on November 22, 2000. From July 1998 to November 2000, he served as
  President and Chief Executive Officer of Seagate Technology and was a director
  of Seagate Technology from August 1998 to November 2000. He joined Seagate
  Technology in October 1993 as Senior Vice President, Corporate Development. In
  March 1995, he became Executive Vice President, Corporate Development and Chief
  Operating Officer of the Software Group. Mr. Luczo also serves as a member of
  the boards of directors of Gadzoox Microsystems, Inc., a networking storage
  company and VERITAS, a software company.
  
                                         8
  Mr. Filler has served as a member of our board of directors since August 1999.
  Mr. Filler has been a financial consultant since September 1996. He was Senior
  Vice President and Chief Financial Officer of Diamond Multimedia Systems, Inc.,
  a multimedia and graphics company, from January 1995 to September 1996. Mr.
  Filler also serves as a member of the board of directors of Sento Corporation, a
  web-based customer contract center company.
  
    Mr. Perlman has served as a member of our board of directors since August
  1999.  Mr. Perlman serves as the Chairman of the Board, President and Chief
  Executive Officer of Ceridian Corporation, a technology based services company
  and was appointed Chairman of its board of directors in November 1992. Mr.
  Perlman previously held several executive positions at Control Data Corporation,
  a computer hardware company, including President and Chief Executive Officer of
  Imprimis Technology Incorporated, a subsidiary of Control Data Corporation. Mr.
  Perlman serves as a member of the boards of directors of Computer Network
  Technology Corporation, a networking hardware and software company, Valspar
  Corporation, an architectural and industrial paint and coating company, AMDOCS
  Ltd., a software company, and Carlson Companies, Inc., a travel company.
  
    Mr. Waite has served as a member of our board of directors since August 1999.
  From November 2000, Mr. Waite has served as Executive Vice President and Chief
  Administrative Officer of SAC and Seagate Technology LLC. From March 1995 to
  November 2000, Mr. Waite served as Executive Vice President and Chief
  Administrative Officer of Seagate Technology. Mr. Waite served as Executive Vice
  President and Chief Administrative Officer of Seagate Technology. Mr. Waite also
  served as Chief Financial Officer of Seagate Technology from October 1983 to
  February 1999. Mr. Waite joined Seagate Technology in 1983 and has served in
  various roles prior to being named to his current position in March 1995. Mr.
  Waite serves as a member of the board of directors of California Micro Devices,
  a thin-film semiconductor company.
  
  Item 7.  Financial Statements and Exhibits
  
           (b) Pro Forma Financial Information
  
               Pro forma financial information are attached hereto as pages F-1
               to F-13.
  
                                         9
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on our behalf by the
  undersigned, thereunto duly authorized on February 5, 2001.
  
                                 Seagate Software Information
                                 Management Group Holdings, Inc.
  
                                       /s/ Gregory B. Kerfoot
                                 By: _____________________________
                                          Gregory B. Kerfoot
                                     President and Chief Executive
                                                Officer
  
                                       /s/ Eric Patel
                                 By: _____________________________
                                              Eric Patel
                                        Chief Financial  Officer
  
                                         10
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
                              PRO FORMA CONSOLIDATED
                               FINANCIAL STATEMENTS
  
  Description                                                        Page No.
  --------------------------------------------------------------     --------
  Pro Forma Consolidated Balance Sheet as of September 29, 2000
   (unaudited)                                                         F-2
  
  Pro Forma Consolidated Statement of Operations for the
   three months ended September 29, 2000 (unaudited)                   F-3
  
  Pro Forma Consolidated Statement of Operations for the fiscal
  year ended June 30, 2000 (unaudited)                                 F-4
  
  Notes to Unaudited Pro Forma Consolidated Financial Statements       F-5
  
                                        F-1
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
                       PRO FORMA CONSOLIDATED BALANCE SHEET
                                SEPTEMBER 29, 2000
                                    (Unaudited)
                                  (In thousands)
  Historical          Pro Forma        Pro Forma Seagate
                                                                  Seagate Software      Adjustments            Software
                                                                -------------------  ------------------  ---------------------
  ASSETS (note 5)
  
  Current assets:
  Cash.........................................................        $   4,546                                    $ 4,546
   Loan receivable from Seagate Technology......................           25,301                                     25,301
   Accounts receivable, net.....................................           18,050                                     18,050
   Income taxes receivable......................................            6,538                                      6,538
   Inventories..................................................              517                                        517
   Prepaid and other current assets.............................            3,872                                      3,872
                                                                        ---------                                    -------
      Total current assets......................................           58,824                                     58,824
  Capital assets, net...........................................            9,134       (4,180) (b)                    4,954
  Goodwill and other intangibles, net...........................            4,845       (4,845) (b)                   22,238
                                                                                        22,238  (b)
                                                                        ---------                                    -------
      Total assets .............................................        $  72,803                                    $86,016
                                                                        =========                                    =======
  LIABILITIES
  
  Current liabilities:
  Accounts payable..............................................        $   8,576                                    $ 8,576
  Accrued employee compensation.................................            9,328                                      9,328
  Accrued expenses..............................................           11,947                                     11,947
  Deferred revenue..............................................           20,389       (1,509) (b)                   18,880
                                                                        ---------                                    -------
      Total current liabilities.................................           50,240                                     48,731
  Deferred income taxes.........................................              543         (543) (a)                       --
                                                                        ---------                                    -------
      Total liabilities.........................................           50,783                                     48,731
  
  Commitments and contingencies (notes 3, 5 and 6)
  
  STOCKHOLDERS' EQUITY
  
  Common stock (see note 3).....................................               75                                         75
  Additional paid-in capital....................................          408,826     (364,565) (c)                   44,261
  Accumulated deficit...........................................         (386,867)     386,867  (c)                   (7,051)
                                                                                        (7,051) (b)
  Accumulated other comprehensive loss..........................              (14)          14  (c)                       --
                                                                        ---------                                    -------
      Total stockholders' equity................................           22,020                                     37,285
                                                                        ---------                                    -------
      Total liabilities and stockholders' equity................        $  72,803                                    $86,016
                                                                        =========                                    =======
  See notes to the accompanying pro forma consolidated financial
                                    statements (unaudited).
  
                                        F-2
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
              PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE
                                THREE MONTHS ENDED
                                SEPTEMBER 29, 2000
                                    (Unaudited)
                  (In thousands except share and per share data)
  Historical Seagate   Adjustments for         Pro forma            Pro forma       Pro forma Seagate
                                     Software        prior pro forma    Historical Seagate       adjustments          Software
                                                          events             Software
                                ------------------   ---------------    ------------------       -----------      -----------------
  Revenues:
  Licensing.................          $    22,958                             $    22,958                              $    22,958
   Maintenance, support and
    services.................               13,946                                  13,946                                   13,946
                                       -----------                             -----------                              -----------
     Total revenues..........               36,904                                  36,904                                   36,904
  
  Cost of revenues:
   Licensing.................                1,028                                   1,028                                    1,028
   Maintenance, support and
    services................                10,019                                  10,019        (131) (h)                   9,888
   Amortization of developed
    technologies.............                   53       (10) (d)                       43       1,223  (b)                   1,266
                                       -----------                             -----------                              -----------
     Total cost of revenues..               11,100                                  11,090                                   12,182
                                       -----------                             -----------                              -----------
  Gross profit...............               25,804                                  25,814                                   24,722
  
  Operating expenses:
   Sales and marketing.......               17,574                                  17,574        (122) (h)                  17,452
   Research and development..                6,212                                   6,212        (131) (h)                   6,081
   General and
    administrative...........                4,183                                   4,183         (56) (h)                   4,127
   Amortization of goodwill
    and other intangibles....                  389       (72) (d)                      317         271  (b)                     588
  
   Restructuring costs.......                  573                                     573                                      573
                                       -----------                             -----------                              -----------
     Total operating
       expenses..............               28,931                                  28,859                                   28,821
                                       -----------                             -----------                              -----------
  Loss from operations.......               (3,127)                                 (3,045)                                  (4,099)
   Interest and other
   income (expense), net.....                  222                                     222      (1,248) (i)                  (1,026)
                                       -----------                             -----------                              -----------
  Loss before income taxes...               (2,905)                                 (2,823)                                  (5,125)
  Benefit from (provision
   for) income taxes.........                  726                                     726        (805) (g)                     (79)
                                       -----------                             -----------                              -----------
  Net loss...................          $    (2,179)                            $    (2,097)                             $    (5,204)
                                       ===========                             ===========                              ===========
  
  Net loss per share:
       Basic and diluted.....          $     (0.03)                            $     (0.03)                             $     (0.07)
                                       ===========                             ===========                              ===========
  Weighted average number of
   shares used in basic and
   diluted net loss per
   share.....................           75,073,753                              75,073,753                               75,073,753
  See notes to the accompanying pro forma consolidated financial
                                    statements (unaudited).
  
                                        F-3
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
              PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE
                                 FISCAL YEAR ENDED
                                   JUNE 30, 2000
                                    (Unaudited)
                  (In thousands except share and per share data)
  Historical Seagate    Adjustments for         Pro forma             Pro forma     Pro forma Seagate
                                       Software         prior pro forma     Historical Seagate       adjustments         Software
                                                            events               Software
                                  ------------------    ---------------     ------------------       -----------    -----------------
  Revenues:
  Licensing....................       $    74,182                               $    74,182                             $    74,182
   Maintenance, support and
    services....................            52,336                                    52,336                                  52,336
                                       -----------                               -----------                             -----------
      Total revenues                       126,518                                   126,518                                 126,518
  
  Cost of revenues:
   Licensing....................             4,096                                     4,096                                   4,096
   Maintenance, support and
    services....................            39,681                                    39,681        (613) (h)                 39,068
   Amortization of developed
    technologies................               198            (26)  (d)                  172       4,890  (b)                  5,062
   Write-off of developed
    technologies................                --                                        --                                      --
                                       -----------                               -----------                             -----------
      Total cost of revenues....            43,975                                    43,949                                  48,226
                                       -----------                               -----------                             -----------
  Gross profit..................            82,543                                    82,569                                  78,292
  
  Operating expenses:
   Sales and marketing..........            66,076                                    66,076        (609) (h)                 65,467
   Research and development.....            24,874            (25)  (f)               24,849        (567) (h)                 24,282
   General and administrative...            20,922                                    20,922        (239) (h)                 20,683
   Amortization of goodwill and
    other intangibles...........             3,038           (192)  (d)                2,846        (496) (b)                  2,350
   Unusual items................           242,569       (242,569)  (e)                   --                                      --
   Restructuring costs..........             1,301                                     1,301                                   1,301
                                       -----------                               -----------                             -----------
      Total operating expenses..           358,780                                   115,994                                 114,083
                                       -----------                               -----------                             -----------
  Loss from operations..........          (276,237)                                  (33,425)                                (35,791)
   Interest and other
     income (expense), net......                20                                        20      (1,689) (i)                 (1,669)
                                       -----------                               -----------                             -----------
  Loss before income taxes .....          (276,217)                                  (33,405)                                (37,460)
  Benefit from (provision for)
   income taxes.................            55,055        (30,812) (e)                24,243     (16,312) (g)                  7,931
                                       -----------                               -----------                             -----------
  Net loss......................       $  (221,162)                              $    (9,162)                            $   (29,529)
                                       ===========                               ===========                             ===========
  Net loss per share:
   Basic and diluted............            $(2.95)                                   $(0.12)                                 $(0.39)
                                       ===========                               ===========                             ===========
  Weighted average number of            75,001,391                                75,001,391                              75,001,391
   shares used in basic and
   diluted net loss per share...
  See notes to the accompanying pro forma consolidated financial
                                     statement (unaudited).
  
                                        F-4
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  1. Introduction
     ------------
  
     The unaudited pro forma consolidated balance sheet as of September
  29, 2000 and statements of operation for the three months ended September 29,
  2000 and for the fiscal year ended June 30, 2000 of Seagate Software Information
  Management Group Holdings, Inc. ("Seagate Software" and the "Company") have been
  prepared based on the historical financial statements of Seagate Software
  adjusted to give pro forma effect to the October 1999 Seagate Technology
  Exchange of Shares (referred to as the prior pro forma event) and to the Stock
  Purchase Agreement (the "Stock Purchase Agreement") between Seagate Technology,
  Inc. ("Seagate Technology"), Seagate Software Holdings, Inc. ("Seagate Software
  Holdings") and Suez Acquisition Company (Cayman) Limited ("Old SAC"), whereby as
  part of the transaction the Company was purchased, effective November 22, 2000 ,
  by Seagate Software (Cayman) Holdings, a Cayman Islands limited corporation
  ("Suez Software"). Suez Software is a wholly owned subsidiary of New SAC
  ("SAC"), a Cayman Islands limited corporation, effective November 22, 2000. For
  a description of the transaction, see "Item 1. Change in Control of Seagate
  Software Information Management Group Holdings, Inc."
  
  2. Prior Pro Forma Transactions
     ----------------------------
  
     The October 1999 Seagate Technology Exchange of Shares
  
     On October 20, 1999, the stockholders of Seagate Software Holdings approved
  the merger of Seagate Daylight Merger Corp., a wholly owned subsidiary of
  Seagate Technology, with and into Seagate Software Holdings.  The merger was
  effected on October 20, 1999.  Seagate Software Holdings assets consisted of the
  assets of the Seagate Software business and its investment in the common stock
  of VERITAS Software Corporation ("VERITAS").  Upon the closing of the merger,
  Seagate Software Holdings became a wholly owned subsidiary of Seagate
  Technology.  All outstanding options to purchase Seagate Software Holdings
  common stock were accelerated immediately prior to the merger.  In connection
  with the merger, Seagate Software Holdings minority stockholders and optionees
  received payment in the form of 3.23 shares of Seagate Technology's common stock
  per share of Seagate Software Holdings common stock, less any amounts due for
  the payment of the exercise price of unexercised options. Seagate Technology
  issued 9,124,046 shares of its common stock from treasury shares to optionees
  and minority stockholders of Seagate Software Holdings in connection with the
  merger.
  
     Seagate Technology accounted for the exchange of shares of its common stock
  as the acquisition of a minority interest in Seagate Software Holdings common
  stock outstanding and vested more than six months held by employees and all
  stock held by former employees and consultants. The fair value of the shares of
  Seagate Technology issued was $19.4 million and was recorded as the purchase
  price and allocated to all the
  
                                        F-5
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  identifiable tangible and intangible assets and liabilities of Seagate Software
  Holdings. Seagate Technology accounted for the exchange of shares of its common
  stock for stock options in Seagate Software Holdings held by employees and stock
  held and vested by employees less than six months as the settlement of an
  earlier stock award. Seagate Technology recorded compensation expense of $283.6
  million, plus $2.1 million of the employer portion of payroll taxes, related to
  the purchase of the minority interest in Seagate Software Holdings.
  
     The historical consolidated and combined statement of operations of the
  Company for the fiscal year ended June 30, 2000 includes an allocation of
  compensation expense arising from the October 1999 Seagate Technology Exchange
  of Shares. Compensation expense was allocated to Seagate Software on the basis
  of employees specifically identified with the Seagate Software business and for
  those employees that performed services for the Seagate Software business, on
  the basis of time estimates. Accordingly, Seagate Software recorded $239.6
  million of the $283.6 million compensation expense related to the October 1999
  Seagate Technology Exchange of Shares and an offsetting $239.6 million was
  recorded as a capital contribution from Seagate Technology. In addition, the
  $2.1 million of employer portion of payroll taxes paid relate to Seagate
  Software employees and therefore the amount is recorded as an expense for fiscal
  2000.
  
     In addition, $877,000 of legal and accounting costs were incurred by Seagate
  Software in connection with the recapitalization and reorganization of Seagate
  Software.
  
     The historical consolidated and combined financial statements of the Company
  for the year ended June 30, 2000 also include an allocation of $1.2 million of
  the $19.4 million purchase price allocation described above. The allocation was
  based on the fair value of Seagate Software's assets relative to the fair value
  of Seagate Software Holdings. A number of factors were considered in determining
  the Company's estimated fair value including historical and projected revenues,
  earnings and cash flows, as well as other factors and consultations with
  financial advisors.
  
     The allocation of the purchase price to Seagate Software's intangible assets
  as at October 20, 1999 was as follows:
  
  Developed technologies...............................             $  156,000
  Trademark............................................                 36,000
  Assembled work force.................................                 47,000
  In-process research and development..................                 25,000
  Goodwill.............................................              1,071,000
  Deferred tax liability...............................                (94,000)
                                                                    ----------
      Total purchase price allocated...................             $1,241,000
                                                                    ==========
  
     This transaction was eliminated in the accompanying unaudited pro forma
  consolidated financial statements as it represents an unusual one time charge
  and is not expected to impact future operating results.
  
                                        F-6
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  3. Basis of Presentation
     ---------------------
     Seagate Technology held more than 99% of the outstanding shares of Seagate
  Software prior to the purchase by SAC, through its subsidiary, Suez Software. As
  a result of the purchase, SAC acquired the 99% of the outstanding shares of the
  Company. Under SEC rules and regulations, because more than 95% of the Company
  was acquired by SAC, the Company must reflect all its assets and liabilities on
  a push down accounting basis. Under push down accounting, the Company must
  adjust its assets and liabilities to fair value as of the date of acquisition by
  SAC. The unaudited pro forma consolidated balance sheet of Seagate Software as
  of September 29, 2000 gives effect to the transactions contemplated by the Stock
  Purchase Agreement as if the closing of those transactions had occurred on that
  date and reflects the impact of push down accounting. The unaudited pro forma
  consolidated statement of operations of Seagate Software for the fiscal year
  ended June 30, 2000, and the three months ended September 29, 2000, give effect
  to the transactions contemplated by the Stock Purchase Agreement as if the
  closing of those transactions had occurred at the beginning of fiscal 2000 and
  reflects the new basis of SAC in the assets and liabilities acquired by Suez
  Software. Material non-recurring charges or credits and the related tax effects
  which result directly from the transactions and are not expected to have a
  continuing impact on the Company have been eliminated from the pro forma
  presentation.
  
     The direct principals in these transactions are SAC and Seagate Technology
  LLC ("New Seagate"), and accordingly, SAC will bear the costs of completing the
  transaction. Therefore, transaction costs will not be reflected in Seagate
  Software financial statements or in the accompanying unaudited pro forma
  consolidated statements of operations because the transaction costs will be
  fully absorbed by SAC.
  
     The unaudited pro forma adjustments, which are based upon available
  information and upon assumptions that management believes are reasonable, are
  described in the accompanying explanatory notes.  The unaudited pro forma
  consolidated financial information is for informational purposes only and does
  not purport to represent what the Company's financial position or results of
  operations would actually have been had the transactions occurred as of the
  dates indicated, nor does the unaudited pro forma consolidated financial
  information purport to project the Company's results in any future period.
  
     The unaudited pro forma consolidated financial statements should be read in
  conjunction with the historical consolidated and combined financial statements
  and notes thereto, "Management's Discussion and Analysis of Financial Condition
  and Results of Operations", and the other financial information in Seagate
  Software's Form 10-12G/A for the fiscal year ended June 30, 2000 and quarter
  ended September 29, 2000 filed with the Securities and Exchange Commission.
  
     The purchase by SAC under the Stock Purchase Agreement will be accounted for
  using the purchase method of accounting in accordance with Accounting Principles
  Board Opinion No. 16 "Business Combinations". In accordance with the provisions
  of Accounting Principles Board Opinions No. 16 and 17, all identifiable assets
  acquired,
  
                                        F-7
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  including identifiable intangibles assets, are being allocated portion of the
  cost of the acquired enterprise (the "purchase price") on the basis of their
  relative fair values. These fair values are being determined based upon
  independent appraisals. The fair values assigned to identifiable tangible and
  intangible assets and liabilities at the date of the transaction will be greater
  than the estimated amount paid, resulting in negative goodwill. The negative
  goodwill will be allocated to the long-lived tangible and intangible assets on
  the basis of relative fair values. Accordingly, the estimated net value of the
  intangible and tangible assets of Seagate Software arising from the SAC
  acquisition have been reflected in these pro forma financial statements.
  
     In connection with finalization of the purchase price allocation of these
  transactions, SAC and Seagate Software are currently evaluating the
  fair value of the consideration given and the fair value of the assets acquired
  and liabilities assumed. Using this information, SAC and Seagate
  Software will make a final allocation of the purchase price including the
  allocation to in-process research and development and other intangibles.
  Accordingly, the purchase accounting information is preliminary.
  
  4. Pro Forma Assumptions and Adjustments
     -------------------------------------
  
     These pro forma consolidated financial statements give effect to the
  following assumptions and adjustments as if they had occurred on September 29,
  2000 in respect of the pro forma consolidated balance sheet and on July 1, 1999
  in respect of the pro forma consolidated statements of operations. The
  completion of the SAC Transaction and Prior Pro Forma Transactions is more fully
  described elsewhere in this current report. They do not give effect to any
  material transactions by or changes in operations or fair values of Seagate
  Software subsequent to September 29, 2000.
  
  (a)  To eliminate all historical Seagate Software deferred income tax accounts
       as a result of the October 1999 Seagate Technology Exchange of Shares
       transaction.
  
  (b)  The table below lists the estimated net purchase price allocation and
       annual amortization of the intangible assets acquired. The fair value of
       the intangible assets acquired and long-lived assets acquired have been
       reduced by approximately 46% as a result of negative goodwill allocated to
       these assets to arrive at the net purchase price allocation.
  Net Purchase     Amortization    Annual Amortization
              Purchase Price Allocation                   Price Allocation        Life          of Intangibles
              -------------------------                   ----------------   -------------   -------------------
                                                            (thousands)         (years)          (thousands)
  Net current assets acquired (1)......................            $10,093              --                    --
  Tangible long-lived assets acquired (1)..............              4,954
                                                                   -------
                                                                    15,047
                                                                   -------
  Intangible assets acquired:
  Developed technology (2).............................             15,187               3                 5,062
  Assembled work force (3).............................              7,051               3                 2,350
  In-process research and development (4)..............              7,051              --                    --
                                                                   -------              --                ------
                                                                    29,289                                 7,412
                                                                   -------                                ------
      Total ...........................................            $44,336                                $7,412
                                                                   =======                                ======
  F-8
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  The actual allocation of the amounts may differ from those reflected below after
  finalization of the purchase price allocation and post closing procedures.
  
    (1) Net Current Assets and Tangible Long-lived Assets. Current assets acquired
        principally include cash, intercompany loan receivable, accounts
        receivable, inventories, and other current assets. Current liabilities
        principally include accounts payable, accrued employee compensation,
        deferred revenue and other current liabilities. Tangible long-lived net
        assets acquired comprise net capital assets, including equipment and
        leasehold improvements. Current net assets will be acquired at fair value.
        Tangible long-lived assets will be acquired at fair value less an
        allocation of negative goodwill. Details of the current net assets and
        tangible long-lived assets are as follows (in thousands):
  Net current assets:
  Cash.............................................................          $  4,546
   Loan receivable from Seagate Technology..........................            25,301
   Accounts receivable, net.........................................            18,050
   Income taxes receivable..........................................             6,538
   Inventories......................................................               517
   Prepaid and other current assets.................................             3,872
   Accounts payable.................................................            (8,576)
   Accrued employee compensation....................................            (9,328)
   Accrued expenses.................................................           (11,947)
   Deferred revenue.................................................           (18,880)
                                                                              --------
   Total net current assets acquired................................            10,093
                                                                              --------
  
  Tangible long-lived net assets:
   Capital assets, net..............................................             4,954
                                                                              --------
  
  Fair value of net current assets and tangible long-lived assets             $ 15,047
   acquired, adjusted for negative goodwill                                   ========
  (2) Developed Technology. The value of the developed technology was determined
        by discounting the expected future cash flows attributable to all existing
        technology, taking into account risks related to the characteristics and
        applications of the technology, existing and future markets and
        assessments of the life cycle stage of the technology. The analysis
        resulted in a valuation for developed technology, which had reached
        technological feasibility and therefore was capable of being capitalized.
        The developed technology is being amortized on the straight-line basis
        over its estimated useful life (3 years) and the amortization is included
        in cost of revenues.
  
    (3) Assembled Work Force. The value of the assembled work force was derived by
        estimating the costs to replace the existing employees, including the
        recruiting, hiring and training costs for each category of employee. The
        assembled
  
                                        F-9
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
        workforce is being amortized on the straight-line basis over its estimated
        useful life (3 years) and the amortization is included in amortization of
        goodwill and other intangibles.
  
    (4) In-process Research and Development. As the basis for identifying the in-
        process R&D, Seagate Software's developmental projects were evaluated in
        the context of Financial Accounting Standards Board Interpretation 4 and
        paragraph 11 of Financial Accounting Standards Board ("FAS") Statement No.
        2 and FAS Statement No. 86. Seagate Software will charge the value
        allocated to projects identified as in-process research and development to
        expense in the period the transactions close. This write-off is necessary
        because the acquired technologies have not yet reached technological
        feasibility and have no future alternative uses.
  
        At the valuation date, Seagate Software was in the process of developing
        three next generation versions of existing technologies which were
        estimated to be about 85%, 70%, and 75% complete based on total man-hours
        and absolute time. Seagate Software expects these three projects to be
        completed before the end of fiscal 2002, at an estimated cost of
        approximately $20 million. The nature of the efforts required to develop
        the purchased in-process research and development into commercially viable
        products principally relate to the completion of all planning, designing,
        prototyping, verification and testing activities that are necessary to
        establish that the product can be produced to meet its design
        specifications, including functions, features and technical performance
        requirements. Seagate Software expects that the acquired in-process
        research and development will be successfully developed, but it cannot
        ensure that commercial viability of these products will be achieved.
  
        The value of the purchased in-process research and development for Seagate
        Software was determined by estimating the projected net cash flows related
        to such products, including costs to complete the development of the
        technology and the future revenues to be earned on commercialization of
        the products. These cash flows were then discounted back to their net
        present value. The projected net cash flows from such projects were based
        on management's estimates of revenues and operating profits related to
        these projects.
  
    (5) Deferred Taxes. For the purpose of pro forma presentation, deferred taxes
        do not arise because the transaction is subject to a special tax election,
        whereby no difference in the book and tax basis of the net assets exist.
  
  (c)  To restate all of Seagate Software's capital and retained earnings
       accounts, with the exception of the par value of common share capital, to
       reflect the net tangible assets and liabilities purchased as at November
       22, 2000.
  
                                        F-10
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  (d)  To eliminate amortization for developed technology of $26,000 and $10,000
       in fiscal year 2000 and the quarter ended September 29, 2000, respectively
       and $192,000 and $72,000, respectively for amortization of goodwill and
       intangibles related to the acquisition of the minority interests of Seagate
       Software Holdings, Inc. (The October 1999 Seagate Technology Exchange of
       Shares transaction) for the period prior to the date of the transactions.
  
  (e)  To eliminate the compensation expense and related tax benefit, related
       payroll taxes and transaction expenses recorded as a result of the October
       1999 Seagate Technology Exchange of Shares. Such compensation expense
       represented the value of Seagate Technology common stock exchanged for
       Seagate Software Holdings common stock and held by employees for less than
       six months.
  
  (f)  To eliminate the write-off of in-process research and development recorded
       as a result of the October 1999 Seagate Technology Exchange of Shares.
  
  (g)  To eliminate the previously recorded federal tax benefit due to the
       termination of the Tax Allocation Agreement with Seagate Technology.
  
  (h)  To record a reduction in depreciation as the new accounting basis in the
       property, plant and equipment and leasehold improvements is lower than the
       historical basis used by Seagate Software.
  
                                        F-11
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
  (i)  To record the interest effects of the termination of the Tax Allocation
       Agreement.
  
       Prior to the transaction on November 22, 2000, Seagate Software was
       included in the consolidated federal and certain combined and consolidated
       foreign and state tax returns of Seagate Technology. Pursuant the Tax
       Allocation Agreement, Seagate Software computed hypothetical tax returns as
       if Seagate Software was not joined in consolidated or combined returns with
       Seagate Technology. Seagate Software was required to pay Seagate Technology
       the positive amount of any such hypothetical taxes. If the hypothetical tax
       returns showed entitlement to refunds, including any refunds attributable
       to a carryback, then Seagate Technology paid Seagate Software the amount of
       such refunds.
  
       Tax related balances owing to Seagate Software by Seagate Technology were
       offset from balances owed to New Seagate under the revolving loan
       agreement. Under the revolving loan agreement interest is charged on a
       monthly basis at the LIBOR rate plus 2% per annum on any amounts owing to
       New Seagate (average of 8.62% for the quarter ended September 29, 2000 and
       7.85% for fiscal 2000). The Tax Allocation Agreement was cancelled at the
       transaction date and therefore, the interest expense in the pro forma
       statements of operations has been adjusted to eliminate the effects of any
       offsetting of tax related balances from revolving loan balances subsequent
       to the beginning of fiscal 2000.
  
  5. Debt Guarantees and Pledge of Assets
     ------------------------------------
  
     Senior Secured Credit Facility
  
     On the closing of the SAC Transaction, Seagate Technology International and
  Seagate Technology (US) Holdings, Inc. entered into the senior credit facilities
  with a syndicate of banks and other financial institutions led by The Chase
  Manhattan Bank, as administrative agent and an issuing bank, and Goldman Sachs
  Credit Partners L.P., as a documentation agent, The Bank of Nova Scotia as a
  documentation agent, and Merrill Lynch Capital Corporation, as a documentation
  agent.  The senior credit facilities provide senior secured financing of up to
  $900 million, consisting of:
  
     .  a $200 million revolving credit facility for general corporate purposes,
        with a sublimit of $100 million for letters of credit, which will
        terminate in five years;
  
     .  a $200 million term loan A facility with a maturity of five years; and
  
     .  a $500 million term loan B facility with a maturity of six years.
  
     At the closing of the transaction, SAC did not borrow under the revolving
  credit facility.  At that time, approximately $155 million of the revolving
  credit facility was available because approximately $45 million of existing
  letters of credit were outstanding and reduced availability under it.  SAC drew
  the full amount of the term loan A facility and the term loan B facility on the
  closing of the transaction to finance the acquisition of Seagate Technology's
  operating assets, including 75,001,000 shares of Seagate Software common stock.
  
  The $700 million outstanding loans under the term loan A and B facilities are
  repayable in semiannual payments due as follows (in thousands):
  
  Fiscal        2001                   $  5,000
                2002                     22,500
                2003                     40,000
                2004                     50,000
                2005                     60,000
                thereafter              522,500
                                       --------
  
                Total                  $700,000
                                       ========
  
  The loans bear interest at variable rates dependent upon market interest rates
  and the nature of the borrowings, as well as the consolidated financial position
  of SAC at applicable measurement dates. The interest rates being charged under
  these borrowings at the date of the SAC Transaction ranged from 9.1875% (LIBOR
  plus 2.5%) to 9.6875% (LIBOR plus 3%).
  
     SAC and certain of its subsidiaries, including Seagate Software and certain
  of its subsidiaries are guarantors under the senior credit facilities. In
  addition, the majority of SAC's and certain of its subsidiaries' assets,
  including Seagate Software's assets and its capital stock, have been pledged
  against the debt under this credit agreement. SAC,and certain of its
  subsidiaries, including Seagate Software and certain of its subsidiaries, have
  agreed to certain covenants under this agreement including restrictions on
  future equity and borrowing transactions, business acquisitions and disposals,
  making certain restricted payments and dividends, making certain capital
  expenditures, incurring guarantee obligations and engaging in mergers or
  consolidations. Further, Seagate Software, as part of the consolidated group, is
  subject to certain financial covenants which are assessed on the consolidated
  operating results and financial position of SAC and its subsidiaries.
  
    Seagate Software can be released from its guarantee obligations and assets
  pledge under the senior credit facilities upon an approved transfer or sale of
  Seagate Software's common stock, or an initial public offering of at least 10%,
  on a fully diluted basis, of Seagate Software's voting common stock.
  
                                        F-12
  SEAGATE SOFTWARE INFORMATION MANAGEMENT GROUP HOLDINGS, INC.
  
               NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
                                    STATEMENTS
               (all amounts in thousands unless otherwise specified)
  --------------------------------------------------------------------------------
  
     Senior Subordinated Notes
  
     In connection with the closing and financing of the SAC Transaction, Seagate
  Technology International issued unsecured senior subordinated notes under an
  Indenture dated November 22, 2000 at a discount to the aggregate principal
  amount of $210 million, for gross proceeds of approximately $201 million. The
  notes mature on November 15, 2007 and bear interest payable semi-annually at a
  rate of 12.5% per annum. SAC and certain of its subsidiaries, including Seagate
  Software and certain of its subsidiaries, are guarantors of the notes. In
  addition, SAC and certain of its subsidiaries including Seagate Software and
  certain of its subsidiaries have agreed to certain restrictive covenants under
  the terms of these notes including restrictions on future equity and borrowing
  transactions, business acquisitions and disposals, making certain restricted
  payments and dividends, making certain capital expenditures, incurring guarantee
  obligations and engaging in mergers or consolidations. Seagate Software may be
  released from its guarantee obligation if there are certain sales of its capital
  stock, including in an initial public offering, but would remain subject to the
  restrictive covenants of the indenture until Seagate Software and its
  subsidiaries are no longer subsidiaries of SAC.
  
     SAC will not require Seagate Software's cash flow to be used to service the
  obligations pursuant to the senior secured credit facility and the senior
  subordinated notes. The Company believes that none of the guarantees or pledges
  of assets under the senior credit facilities or the guarantees under the
  Indenture are likely to be invoked.
  
  6. Other Matters
     -------------
  
     Push Down of Compensation Expense
  
     On November 22, 2000, the date of closing of the SAC Transaction, vesting of
  Seagate Technology options, other than the $184 million rollover equity, were
  accelerated and net exercised for merger consideration of 0.4465 shares of
  VERITAS and $8.55 cash per share of Seagate Technology. The accelerated vesting
  and net exercise of these options will result in compensation expense. At
  November 22, 2000, Seagate Technology options to purchase 51,500 shares of
  Seagate Technology common stock were held by certain employees of Seagate
  Software. As a result, approximately $1.9 million of compensation expense will
  be recorded by Seagate Software. The $1.9 million compensation expense
  attributable to Seagate Software employees has not been reflected in the
  unaudited accompanying pro forma financial statements because it is considered
  to be a one-time expense related to the transaction and is not expected to
  impact future operating results.
  
                                        F-13