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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __________)*
StreamLogic Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
594 907 107
------------------------------------
(CUSIP Number)
Loomis, Sayles & Company, L.P.
One Financial Center, Boston, Massachusetts 02111
Attn: Sandra P. Tichenor, Vice President
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 24, 1996
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 594 907 107 PAGE 2 OF 10 PAGES
------------------------- ---------- -------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loomis, Sayles & Company, L.P.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
SEC USE ONLY
3
- -------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 00
- -------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- -------------------------------------------------------------------------------
SHARED VOTING POWER
7 1,223,793 shares
NUMBER OF ---------------------------------------------------------------
SHARES SOLE VOTING POWER
BENEFICIALLY 8 None
OWNED BY ---------------------------------------------------------------
EACH SHARED DISPOSITIVE POWER
REPORTING 9 1,223,793 shares
PERSON ---------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
10 None
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,223,793 shares
- -------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
- -------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) [ ]
13 6.7%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 594 907 107 PAGE 3 OF 10 PAGES
------------------------- ---------- -------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loomis, Sayles & Company, L.P.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 00
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- --------------------------------------------------------------------------------
SHARED VOTING POWER
7 1,223,793 shares
NUMBER OF ----------------------------------------------------------------
SHARES SOLE VOTING POWER
BENEFICIALLY 8 None
OWNED BY ----------------------------------------------------------------
EACH SHARED DISPOSITIVE POWER
REPORTING 9 1,223,793 shares
PERSON ----------------------------------------------------------------
WITH SOLE DISPOSITIVE POWER
10 None
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,223,793 shares
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 6.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
Item 1. Security and Issuer.
The securities to which this statement relates is the Common Stock
that could be issued upon conversion of certain non-voting 6% convertible
subordinated Debentures ("Debentures") of StreamLogic Corporation (the
"Issuer"). The Issuer's principal executive offices are located at 21329
Nordhoff Street, Chatsworth, California 91311. The Issuer has offered, subject
to certain contingencies, to exchange the Debentures for Common Stock and other
consideration described below in Items 3 and 4. If such exchange is
consummated, Loomis, Sayles & Company, L.P. ("Loomis Sayles") may be considered
the beneficial owner of up to 42.1% of the Issuer's Common Stock and recognizes
that such percentage beneficial ownership may give Loomis Sayles the power to
effect, change or influence the control of the Issuer as further discussed in
Item 4 below. At the present time, Loomis Sayles is the beneficial owner of
Debentures convertible into 6.7% of the Issuer's Common Stock.
Item 2. Identity and Background.
This statement is being filed by Loomis Sayles and its general
partner, Loomis, Sayles & Company, Inc. ("LS Inc."), sometimes collectively
referred to herein as "Loomis Sayles."
Loomis Sayles is a Delaware limited partnership whose principal
executive offices are located at One Financial Center, Boston, Massachusetts
02111. Loomis Sayles is an investment adviser registered under the Investment
Advisers Act of 1940 and, as such, acts as investment adviser to certain
managed accounts (the "Managed Accounts").
The general partner of Loomis Sayles is LS Inc. LS Inc. is
wholly-owned by New England Investment Companies, L.P. ("NEIC") which is a
publicly traded master limited partnership listed on the New York Stock
Exchange. Metropolitan Life Insurance Company ("MetLife"), through a
wholly-owned subsidiary, MetLife New England Holdings, Inc. ("Holdings"), is
the owner of (i) all of the outstanding shares of the general partner of NEIC
and (ii) approximately 55% of the partnership interests in NEIC. The business
address of LS Inc. is One Financial Center, Boston, Massachusetts 02111. The
business address of NEIC is 399 Boylston Street, Boston, Massachusetts 02116.
The business address of Holding and MetLife is One Madison Avenue, New York,
New York 10010.
LS Inc. and NEIC operate under an understanding that specifically
provides that all investment and voting decisions regarding Managed Accounts
are to be made by Loomis Sayles and LS Inc., and not by NEIC. Accordingly,
Loomis Sayles, LS Inc. and NEIC do not consider NEIC or the entities
controlling NEIC to have direct or indirect control over the securities held in
Managed Accounts including the shares of the Issuer for purposes of Section
13(d) of the Securities Exchange Act of 1934.
Page 4 of 14
<PAGE> 5
The name, citizenship, business address, principal occupation or
employment of each director and executive officer of LS Inc. is set forth on
Exhibit A hereto. LS Inc. and the persons listed on Exhibit A are referred to
herein as the "LS Affiliates."
Based upon information and belief, none of Loomis Sayles or the LS
Affiliates has, during the last five years, (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Certain of the Managed Accounts currently own Issuer's Debentures
due 2012 in the aggregate principal amount of $59,354,000. The Debentures are
convertible at any time prior to certain events into Common Stock of the Issuer
at a price of $48.50 per share, subject to certain adjustments, for a total of
approximately 1,223,793 shares of the Issuer's Common Stock. The Debentures
were acquired in the ordinary course of business with funds of certain of
Loomis Sayles' Managed Accounts.
Pursuant to the Issuer's Offer to Exchange dated October 7, 1996
(the "Offer to Exchange"), a copy of which is attached hereto as Exhibit B,
accompanied by a Letter of Transmittal, a copy of which is attached hereto as
Exhibit C, the Issuer has offered to exchange (the "Exchange Transaction") each
$1,000 in principal amount of Debentures for (i) cash in the aggregate amount
of $120.00, (ii) unsecured notes of the Issuer ("Unsecured Notes") in the
principal amount of $113.33, (iii) 216.66667 shares of the Issuer's Common
Stock, and (iv) five-year warrants (the "Warrants") to purchase 40 shares of
the Issuer's Common Stock at an initial exercise price of $3.60 per shares (for
a description of the Warrants, see the section of the Offer to Exchange
entitled "Description of Warrants").
Assuming the Exchange Transaction is consummated and all of the
Debentures are tendered, the Managed Accounts are expected to exchange
Debentures in the aggregate principal amount of $59,354,000 for (i) cash in the
approximate aggregate amount of $7,122,480; (ii) Unsecured Notes in the
approximate aggregate principal amount of $6,726,589; (iii) an approximate
aggregate of 12,860,035 shares of Common Stock of the Issuer; and (iv) Warrants
to purchases an approximate aggregate of 2,374,160 shares of the Issuer's
Common Stock. The Offer to Exchange is subject to a number of contingencies as
described in Item 4, some of which are outside the control of Loomis Sayles
and, accordingly, there can be no assurance that the Exchange Transaction will
be completed and that the Managed Accounts will hold the Issuer's Common Stock.
No additional funds of such Managed Accounts will be expended if the Exchange
Transaction is consummated.
Page 5 of 14
<PAGE> 6
Item 4. Purpose of Transaction.
The Debentures were acquired during and subsequent to 1987 in the
ordinary course of business with funds of certain of Loomis Sayles' Managed
Accounts and represent investments by such Managed Accounts. The purpose of
the proposed Exchange Transaction is to facilitate the restructuring of the
Issuer's debt and enable the Issuer to meet the listing requirements of Nasdaq-
NMS. In April 1995, a representative of the Issuer contacted Loomis Sayles
concerning a proposal to enter into a transaction whereby the Debentures would
be converted into equity and cash in an effort to position the Issuer to meet
the Nasdaq-NMS listing standards. As a result of those discussions, the Issuer
and Loomis Sayles entered into a letter agreement dated June 14, 1996 (the
"Initial Tender Agreement"), as amended on September 13, 1996 (the "First
Amendment to the Initial Tender Agreement") and further amended on October 3,
1996 (the "Second Amendment to the Initial Tender Agreement"). The Initial
Tender Agreement, the First Amendment to the Initial Tender Agreement and the
Second Amendment to the Initial Tender Agreement are included as Appendix A-1,
Appendix A-2 and Appendix A-3, respectively to the Offer to Exchange which is
attached hereto as Exhibit B. The Initial Tender Agreement, the First
Amendment to the Initial Tender Agreement and the Second Amendment to the
Initial Tender Agreement are sometimes referred to herein as the "Initial
Tender Agreement, as amended." The Initial Tender Agreement, as amended,
formed the basis for the Offer to Exchange.
The Initial Tender Agreement, as amended, and the Offer to Exchange
contain a number of significant contingencies, some of which are outside the
control of Loomis Sayles as described in (i) the section of the Offer to
Exchange entitled "The Exchange Offer -- Conditions" and (ii) Section 5 of the
Initial Tender Agreement, as amended. Among those contingencies is the
requirement that not less than 95% of the outstanding Debentures shall have
been validly tendered for exchange and not withdrawn and that the Issuer
continue to be listed and quoted by Nasdaq-NMS. On September 30, 1996 Nasdaq
informed the Issuer that effective October 7, 1996 the Issuer's Common Stock
would be delisted. The Issuer appealed that decision and a hearing was
conducted on October 24, 1996. The Issuer is awaiting the decision of the
Nasdaq on the issue of delisting. In addition, the Exchange Transaction is the
subject of Issuer's proxy statement filed with the Securities and Exchange
Commission on October 7, 1996. The Proxy Statement solicits the written
consent of the Issuer's stockholders to the Exchange Transaction. The
Nasdaq-NMS requires that a majority of the Issuer's Shareholders approve the
Exchange Transaction. The Exchange Offer is currently expected to expire on
November 14, 1996.
If the Exchange Transaction is consummated, the Issuer has agreed
to expand its Board of directors to seven members, two of whom will be
designated by investors advised by Loomis, Sayles, until such time as Loomis
Sayles and its Managed Accounts no longer hold at least 28% of the Issuer's
Common Stock (assuming exercise of all Warrants received in the Exchange
Transaction). If the Exchange Transaction is consummated and investors advised
by
Page 6 of 14
<PAGE> 7
Loomis Sayles are permitted to nominate two directors, Loomis Sayles plans to
recommend individuals who are not insiders of Loomis Sayles but rather
individuals that Loomis Sayles believes have the background and qualifications
to serve as directors of the Issuer. Loomis Sayles intends that such nominees
(i) will serve with complete independence from Loomis Sayles, (ii) will not
directly or indirectly report to or provide confidential information to Loomis
Sayles, (iii) will not consult with Loomis Sayles as to board decisions, and
(iv) will be asked to conduct themselves without regard to any special
interests that Loomis Sayles might have.
If the Exchange Transaction is consummated, the Managed Accounts
would hold approximately 42.1% of the outstanding shares of Common Stock of the
Issuer, assuming all of the outstanding Debentures are tendered and exchanged
in accordance with the terms of the Offer to Exchange, and assuming the
exercise of all Warrants received in the Exchange Transaction.
The Debentures were purchased for the Managed Accounts in the
ordinary course of Loomis Sayles' business as an investment adviser, and not
with the purpose of changing or influencing the control of the Issuer or in
connection with or as a participant in any transaction having such purpose.
The Common Stock of the Issuer and the Warrants that may be acquired in the
Exchange Transaction would also be acquired for investment and not with the
purpose of changing or influencing the control of the Issuer or in connection
with or as a participant in any transaction having such purpose. Loomis Sayles
recognizes that, upon consummation of the Exchange Transaction, it will have
the power to vote and dispose of approximately 42.1% of the Issuer's Common
Stock (assuming exercise of all of the Warrants) owned by the Managed Accounts
and may have the power to effect, change or influence the control of the
Issuer. Assuming the Exchange Transaction is consummated, Loomis Sayles has no
present intent to exercise any Warrants or dispose of any shares of the
Issuer's Common Stock but will monitor market conditions and may acquire or
dispose of the Issuer's Common Stock held by Managed Accounts as Loomis Sayles
deems appropriate and in the best interests of such Managed Accounts.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of the date hereof, neither Loomis Sayles nor any of
the LS Affiliates owns any shares of the Issuer's Common Stock. However, as of
the date hereof, the Managed Accounts hold an aggregate of $59,354,000 in
principal amount of Debentures which are convertible at any time prior to
certain events at a price of $48.50 per share, subject to certain adjustments,
into approximately 1,223,793 shares (or 6.7%) of the Issuer's Common Stock. As
reported by the Issuer in the Offer to Exchange, for the period commencing
January 1, 1994 and ending September 30, 1996, the price of the Issuer's Common
Stock has ranged from a high of 11 to a low of 1-3/8. As also reported by the
Issuer in the Offer to Exchange, on June 14, 1996, September 13, 1996 and
October 3, 1996, the last respective trading days prior to the date of the
Initial Tender Agreement, the First Amendment to the Initial
Page 7 of 14
<PAGE> 8
Tender Agreement and the Second Amendment to the Initial Tender Agreement were
publicly announced, the closing sale price of the Common Stock as reported by
Nasdaq NMS was 5-3/8, 3-1/16 and 2-1/8, respectively.
If all of the Debentures are tendered and exchanged pursuant to the
Offer to Exchange, the Managed Accounts would hold (i) a total of 12,860,035
shares of Issuer's Common Stock representing approximately 38.8% of the then
outstanding shares of the Issuer's Common Stock, without taking into account
Common Stock issuable in connection with the Warrants; and (ii) Warrants to
purchases an approximate aggregate of 2,374,160 shares of the Issuer's Common
Stock representing, when exercised and taken together with the Common Stock
issued in the Offer to Exchange, approximately 42.1% of the Issuer's Common
Stock.
Loomis Sayles has dispositive power over the Debentures owned by
the Managed Accounts and, if the Exchange Transaction is consummated, Loomis
Sayles will have voting and/or dispositive power over the Issuer's Common Stock
and Warrants acquired in the Exchange Transaction and held by the Managed
Accounts. However, the owner of each of the separate Managed Accounts has the
right to terminate its advisory agreement with Loomis Sayles upon advance
written notice and, if any such advisory agreement is terminated, Loomis Sayles
will lose the power to vote or dispose of the Issuer's Common Stock owned by
such terminated account. Termination of an advisory agreement will be
effective upon receipt or on some future date as specified in a notice to
Loomis Sayles, depending upon the terms of the particular advisory agreement.
Currently, the Debentures are held in Managed Accounts for the benefit of
approximately 41 institutional investors.
(c) Neither Loomis Sayles nor, to the knowledge of Loomis Sayles,
any of the LS Affiliates has engaged in any transaction with respect to the
Common Stock or Warrants during the past 60 days.
(d) The Debentures are owned by, and if the Exchange Transaction
is consummated, the Common Stock and Warrants will be owned by, the Managed
Accounts.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With
Respect to Securities of the Issuer.
Loomis Sayles manages the Managed Accounts under contracts that
provide the client with the right to terminate its investment advisory
relationship with Loomis Sayles upon written notice. The right to terminate
may take effect immediately upon receipt of the notice or at a future date as
specified in the notice to Loomis Sayles, depending upon the terms of the
particular advisory agreement. The owner of a Managed Account receives all
dividends, profits,
Page 8 of 14
<PAGE> 9
distributions and economic benefit in respect of shares of the Issuer held in
such owner's Managed Account.
The Issuer is required under the terms of Initial Tender Agreement,
as amended, to file and use its best efforts to have declared effective upon
the closing of the Exchange Transaction, a registration statement covering the
shares of the Issuer's Common Stock to be issued in the Exchange Transaction to
affiliates of the Issuer and the shares of the Issuer's Common Stock to be
issued upon the exercise of the Warrants which registration statement shall,
subject to certain "black-out" periods, remain effective (i) for a period of
five years, plus the duration of any black-out periods or (ii) to the extent
that all shares received in the Exchange Transaction and upon exercise of the
Warrants are freely tradeable without such registration statement, for such
shorter period of time as may be deemed necessary.
Item 7. Material to be Filed as Exhibits.
EXHIBIT "A" certain information concerning the directors, executive
officers and controlling persons of LS, Inc.
EXHIBIT "B" Offer to Exchange dated October 7, 1996*
Appendix A-1 Initial Tender Agreement dated June 14, 1996
Appendix A-2 First Amendment dated September 13, 1996
Appendix A-3 Second Amendment dated October 3, 1996
Appendix B Form of Note Indenture
Appendix C Form of Warrant Agreement
Appendix D Financial Statements.
EXHIBIT "C" Letter of Transmittal**
* Previously filed by StreamLogic Corporation with the Securities and
Exchange Commission on October 7, 1996, as Exhibit D-1 to Schedule 13E-3,
File No. 5-35028, and incorporated herein by reference
** Previously filed by StreamLogic Corporation with the Securities and
Exchange Commission on October 7, 1996, as Exhibit D-2 to Schedule 13E-3,
File No. 5-35028, and incorporated herein by reference
Page 9 of 14
<PAGE> 10
SIGNATURE
After due inquiry, to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated October 28, 1996
LOOMIS, SAYLES & COMPANY, L.P.
By Loomis Sayles & Company, Inc.,
General Partner
By: /s/ Robert J. Blanding
--------------------------------------------
Name: Robert J. Blanding
Title: Chairman, President and
Chief Executive Officer
LOOMIS, SAYLES & COMPANY, INC.
By: /s/ Robert J. Blanding
--------------------------------------------
Name: Robert J. Blanding
Title: Chairman, President and
Chief Executive Officer
Page 10 of 14
<PAGE> 11
EXHIBIT INDEX
EXHIBIT "A" certain information concerning the directors, executive
officers and controlling persons of LS, Inc.
EXHIBIT "B" Offer to Exchange dated October 7, 1996*
Appendix A-1 Initial Tender Agreement dated June 14, 1996
Appendix A-2 First Amendment dated September 13, 1996
Appendix A-3 Second Amendment dated October 3, 1996
Appendix B Form of Note Indenture
Appendix C Form of Warrant Agreement
Appendix D Financial Statements.
EXHIBIT "C" Letter of Transmittal**
* Previously filed by StreamLogic Corporation with the Securities and
Exchange Commission on October 7, 1996, as Exhibit D-1 to Schedule 13E-3,
File No. 5-35028, and incorporated herein by reference
** Previously filed by StreamLogic Corporation with the Securities and
Exchange Commission on October 7, 1996, as Exhibit D-2 to Schedule 13E-3,
File No. 5-35028, and incorporated herein by reference
Page 11 of 14
<PAGE> 12
EXHIBIT A
<TABLE>
<CAPTION>
Name: Citizenship: Business address: Principal Employer and employer's
- ---- ----------- ---------------- --------- -----------------------
occupation: address
---------- -------
<S> <C> <C> <C> <C>
Blanding, Robert J. USA Loomis, Sayles & Company, Chairman, President Loomis, Sayles & Company, L.P.
L.P. and Chief Executive One Financial Center
465 First Street West Officer of Loomis Boston, MA 02111
Suite 200 Sayles
Sonoma, CA 95476
Castellini, Jerome A. USA Loomis, Sayles & Company, Director and VP of Loomis, Sayles & Company, L.P.
L.P. Loomis Sayles One Financial Center
Three First National Plaza Boston, MA 02111
Suite 5450
Chicago, IL 60602
Fuss, Daniel J. USA Loomis, Sayles & Company, Director, Executive Loomis, Sayles & Company, L.P.
L.P. VP of Loomis Sayles One Financial Center
One Financial Center Boston, MA 02111
Boston, MA 02111
Green, Isaac H. USA Loomis, Sayles & Company, Director, VP of Loomis, Sayles & Company, L.P.
L.P. Loomis Sayles One Financial Center
1533 N. Woodward Boston, MA 02111
Suite 300
Bloomfield Hills, MI 48304
</TABLE>
Page 12 of 14
<PAGE> 13
<TABLE>
<CAPTION>
Name: Citizenship: Business address: Principal Employer and employer's
- ---- ----------- ---------------- --------- -----------------------
occupation: address
---------- -------
<S> <C> <C> <C> <C>
Holland, Mark W. USA Loomis, Sayles & Company, Director, VP- Loomis, Sayles & Company, L.P.
L.P. Finance & One Financial Center
One Financial Center Administration of Boston, MA 02111
Boston, MA 02111 Loomis Sayles
McMurtrie, Carol C. USA Loomis, Sayles & Company, Director, VP of Loomis, Sayles & Company, L.P.
L.P. Loomis Sayles One Financial Center
155 North Lake Avenue Boston, MA 02111
Suite 1030
Pasadena, CA 91101
Meade, Jeffrey L. USA Loomis, Sayles & Company, Director, Executive Loomis, Sayles & Company, L.P.
L.P. Vice President and One Financial Center
One Financial Center Chief Operating Boston, MA 02111
Boston, MA 02111 Officer of Loomis
Sayles
Newmark, Kent P. USA Loomis, Sayles & Company, Director, VP of Loomis, Sayles & Company, L.P.
L.P. Loomis Sayles One Financial Center
555 California Street Boston, MA 02111
Suite 2750
San Francisco, CA 94104
Schettewi, Philip J. USA Loomis, Sayles & Company, Director, VP of Loomis, Sayles & Company, L.P.
L.P. Loomis Sayles One Financial Center
2001 Pennsylvania Avenue, Boston, MA 02111
N.W., Suite 200
Washington, D.C. 20006
</TABLE>
Page 13 of 14
<PAGE> 14
<TABLE>
<CAPTION>
Name: Citizenship: Business address: Principal Employer and employer's
- ---- ----------- ---------------- --------- -----------------------
occupation: address
---------- -------
<S> <C> <C> <C> <C>
Tichenor, Sandra P. USA Loomis, Sayles & Company, General Counsel, VP Loomis, Sayles & Company, L.P.
L.P. and Secretary of One Financial Center
465 First Street West Loomis Sayles Boston, MA 02111
Suite 200
Sonoma, CA 95476
Tydings, George R. USA Loomis, Sayles & Company, Director, Executive Loomis, Sayles & Company, L.P.
L.P. VP of Loomis Sayles One Financial Center
2001 Pennsylvania Avenue, Boston, MA 02111
N.W., Suite 200
Washington, D.C. 20006
Voss, Peter S. USA New England Investment Chairman and Chief New England Investment
Companies Executive Officer Companies
399 Boylston Street of New England 399 Boylston Street
Boston, MA 02116 Investment Companies Boston, MA 02116
Wilkins, Anthony J. USA Loomis, Sayles & Company, Director, VP of Loomis, Sayles & Company, L.P.
L.P. Loomis Sayles One Financial Center
One Financial Center Boston, MA 02111
Boston, MA 02111
</TABLE>
Page 14 of 14
