Pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 14d-2(b) under
the Securities Exchange Act of 1934
Filing Person: Network Associates, Inc.
Subject Company: McAfee.com Corporation
Subject Company's Commission File No.: 00-28247
Filing Date: July 15, 2002
On Saturday, July 13, 2002, George Samenuk, Chairman and CEO of Networks
Associates, Inc. sent the following message via electronic mail to Frank Gill
and Richard Schell, the members of the special committee of the McAfee.com board
of directors:
This is to confirm our discussion yesterday that we are prepared to
raise our offer to 0.85 of a share of NET for each share of
McAfee.com Class A Stock assuming we receive assurances from the
McAfee Special Committee that it will favorably recommend the
amended offer and that the McAfee.com Board or Special Committee
take no action that would cause the offer conditions to fail....
(e.g., adoption of a poison pill).
Additional Information
In connection with the exchange offer, Network Associates, Inc. has filed
an exchange offer prospectus and a registration statement on Form S-4 with the
Securities and Exchange Commission. INVESTORS AND STOCKHOLDERS ARE ADVISED TO
READ THESE AND ALL RELATED DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION
RELATING TO THE EXCHANGE OFFER. Investors and stockholders may obtain a free
copy of the exchange offer prospectus, the registration statement and related
documents from the Securities and Exchange Commission's web site at
http://www.sec.gov. Free copies of these documents may also be obtained from
Network Associates by directing a request to the information agent, D.F. King &
Co., Inc., 77 Water Street, New York, NY 10005, 1-888-549-6476.