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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. 3)*
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)
November 20, 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).
SEC 1746 (12-91)
<PAGE> 2
SCHEDULE 13D
CUSIP No. 594 907 107 Page 2 of 24 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) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SHARED VOTING POWER
15,234,195 shares
NUMBER OF -------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY None
OWNED BY -------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 15,234,195 shares
PERSON -------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,234,195 shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.9%
- -------------------------------------------------------------------------------
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 24 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loomis, Sayles & Company, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SHARED VOTING POWER
15,234,195 shares
NUMBER OF -------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY None
OWNED BY -------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 15,234,195 shares
PERSON -------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,234,195 shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.9%
- -------------------------------------------------------------------------------
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
SCHEDULE 13D
CUSIP No. 594 907 107 Page 4 of 24 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State of Connecticut Combined Investment Funds
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- -------------------------------------------------------------------------------
7 SHARED VOTING POWER
4,915,167 shares
NUMBER OF -------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY None
OWNED BY -------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 4,915,167 shares
PERSON -------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,915,167 shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*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> 5
SCHEDULE 13D
CUSIP No. 594 907 107 Page 5 of 24 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
State of Connecticut Mutual Fixed Income Fund
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- -------------------------------------------------------------------------------
7 SHARED VOTING POWER
4,915,167 shares
NUMBER OF -------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY None
OWNED BY -------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING 4,915,167 shares
PERSON -------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,915,167 shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*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> 6
SCHEDULE 13D
CUSIP No. 594 907 107 Page 6 of 24 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Teachers' Retirement System
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- -------------------------------------------------------------------------------
7 SHARED VOTING POWER
None
NUMBER OF -------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY None
OWNED BY -------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING None
PERSON -------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,915,167 shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*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> 7
SCHEDULE 13D
CUSIP No. 594 907 107 Page 7 of 24 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Connecticut State Employees' Retirement System
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- -------------------------------------------------------------------------------
7 SHARED VOTING POWER
None
NUMBER OF -------------------------------------------------
SHARES 8 SOLE VOTING POWER
BENEFICIALLY None
OWNED BY -------------------------------------------------
EACH 9 SHARED DISPOSITIVE POWER
REPORTING None
PERSON -------------------------------------------------
WITH 10 SOLE DISPOSITIVE POWER
None
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,915,167 shares
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*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> 8
Item 1. Security and Issuer.
The equity securities to which this statement relates is the Common
Stock that could be issued upon exchange 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.
Item 2. Identity and Background.
This statement is being filed jointly by (i) Loomis Sayles and its
general partner, Loomis, Sayles & Company, Inc. ("LS Inc."), sometimes
collectively referred to herein as "Loomis Sayles," (ii) the State of
Connecticut Combined Investment Funds (the "Connecticut CI Fund"), (iii) State
of Connecticut Mutual Fixed Income Fund (the "Connecticut MFI Fund"), a
sub-fund of the Connecticut CI Fund, (iv) Teachers' Retirement System (the
"Connecticut Teachers' Fund") and (v) Connecticut State Employees' Retirement
System (the "Connecticut SERS Fund"). The Connecticut CI Fund, Connecticut MFI
Fund, Connecticut Teachers' Fund and Connecticut SERS Fund are sometimes
collectively referred to herein as the "Connecticut Funds." A copy of the
Joint Filing Agreement between Loomis Sayles and the Connecticut Funds is set
forth on Exhibit E hereto.
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
Page 8 of 24
<PAGE> 9
securities held in Managed Accounts including the shares of the Issuer for
purposes of Section 13(d) of the Securities Exchange Act of 1934.
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."
The Connecticut MFI Fund, a sub-fund of the State of Connecticut CI
Fund and one of the Managed Accounts of Loomis Sayles, is expected to acquire
12.4% of the Common Stock of the Issuer and Warrants to purchase an additional
1.1% of the Common Stock of the Issuer (see Item 5 below). The Connecticut
MFI Fund is a co-mingled fund primarily for the benefit of employees and
retirees of the State of Connecticut.
The Connecticut Teachers' Fund is a state pension fund which has a
54.2% interest in the Connecticut MFI Fund. The Connecticut Teachers' Fund is
a fund primarily for the benefit of State of Connecticut active and retired
public school and community college teachers. The business address of the
Connecticut Teachers' Fund is 21 Grand Street, Hartford, Connecticut 06106.
The Connecticut Teachers' Fund and the Connecticut SERS Fund have no
voting or dispositive power over the securities held in the Connecticut MFI
Fund or the Connecticut CI Fund, including the securities of the Issuer held in
the Managed Accounts. The Connecticut Teachers' Fund and the Connecticut SERS
Fund are required by statute to cause the funds that they collect for the
benefit of their respective beneficiaries to be deposited in the Connecticut CI
Fund under the control of the Treasurer of the State of Connecticut.
The Connecticut SERS Fund is a state pension fund which has a 37.6% of
the Connecticut MFI Fund. The Connecticut SERS Fund is a fund primarily for
the benefit of employees and retired employees of the State of Connecticut.
The business address of the Connecticut SERS Fund is 55 Elm Street, Hartford,
Connecticut 06106.
The Treasurer of the State of Connecticut is the sole fiduciary of the
Connecticut CI Fund and the Connecticut MFI Fund and has sole authority for
investment decisions concerning the assets of the Connecticut Teachers' Fund
and Connecticut SERS Fund. Currently, the Treasurer of the State of
Connecticut is Christopher B. Burnham (the "Treasurer"). As Acting Chief
Investment Officer for the State of Connecticut (the "Investment Officer"), Mr.
Gary Carter may be deemed to be a control person of the Connecticut Funds. The
Treasurer and the Investment Officer are United States citizens and their
principal occupations are, respectively, serving as the Treasurer and serving
as the Acting Investment Officer of the State of Connecticut. The business
address of the Treasurer, the Investment Officer and the Connecticut CI Fund
and the Connecticut MFI Fund is 55 Elm Street, Hartford, Connecticut
06106-1773.
Page 9 of 24
<PAGE> 10
No other Managed Account of Loomis Sales will own in excess of 5% of
the Common Stock of the Issuer. In addition, there are no participants in the
Connecticut Funds that may be deemed to own in excess of 5% of the Common Stock
of the Issuer other than those described above.
Based upon information and belief, none of Loomis Sayles, the LS
Affiliates, the Connecticut Funds, the Treasurer or the Investment Officer 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 (including the Connecticut Funds)
currently own Debentures in the aggregate principal amount of $59,354,000.
Under the terms of the Debentures, 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, and, as supplemented on November 6, 1996, a copy of which is
attached hereto as Exhibit D, the Issuer 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 share (for a description of the Warrants, see the section of the Offer to
Exchange entitled "Description of Warrants"). Loomis Sayles has tendered the
Debentures pursuant to the Offer to Exchange and the period to withdraw the
tender expired at midnight, New York City time, on November 20, 1996.
Assuming the Exchange Transaction is consummated, the Issuer is
expected to exchange Debentures tendered by the Managed Accounts (which
includes the Debentures held for the benefit of the Connecticut MFI Fund) 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 purchase
an approximate aggregate of 2,374,160 shares of the Issuer's Common Stock. No
additional funds
Page 10 of 24
<PAGE> 11
of such Managed Accounts will be expended in connection with the consummation
of Exchange Transaction.
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 (including the Connecticut MFI Fund) and represent investments by such
Managed Accounts. The purpose of the 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.
Loomis Sayles tendered the Debentures prior to the expiration of the
Offer to Exchange which occurred at midnight, New York City time, on November
20, 1996 (the "Expiration Time"). The Issuer has the right not to accept any
Debentures if any conditions to the Exchange Offer have not been satisfied.
Loomis is not aware of any conditions that have not been satisfied and
currently expects that the Exchange Transaction will be consummated in the next
few days.
The Issuer is in the process of expanding its Board of directors to
seven members, two of whom will be designated by investors advised by Loomis
Sayles (the "New Directors"). The right of investors advised by Loomis Sayles
to designate two New Directors terminates at 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). The
New Directors will not be insiders of Loomis Sayles. Loomis Sayles intends
that such New Directors and any subsequent director nominees designated by
investors advised by Loomis Sayles (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.
Page 11 of 24
<PAGE> 12
Assuming the Exchange Transaction is consummated, the Managed Accounts
(including the Connecticut Funds) would hold approximately 41.9% of the
outstanding shares of Common Stock of the Issuer, assuming (based on information
provided by the Issuer) that approximately 70,211 Debentures were tendered in
the Exchange Transaction and will be 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 (including the
Connecticut Funds) 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 are expected to 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 41.9% 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, none of Loomis Sayles, any of
the LS Affiliates, the Connecticut Funds, the Treasurer or the Investment
Officer owns any shares of the Issuer's Common Stock. However, as of the date
hereof, the Managed Accounts have tendered an aggregate of $59,354,000 in
principal amount of Debentures of which $19,150,000 in principal amount of
Debentures is attributable to the Managed Account for the Connecticut Funds.
Upon consummation of the Exchange Transaction, assuming all of the
Debentures tendered are exchanged pursuant to the terms of the Offer to
Exchange, the Managed Accounts (which includes the Connecticut Funds) are
expected to hold (i) a total of 12,860,035 shares of Issuer's Common Stock
representing approximately 38.4% 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 purchase 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 41.9% of the Issuer's Common Stock.
Page 12 of 24
<PAGE> 13
Upon consummation of the Exchange Transaction, assuming all of the
Debentures tendered are exchanged pursuant to the terms of the Offer to
Exchange, the Managed Account for the Connecticut Funds is expected to hold (i)
approximately 4,149,167 shares of the Issuer's Common Stock representing
approximately 12.4% 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 purchase 766,000 shares of the Issuer's Common
Stock representing, when exercised and taken together with the Common Stock
issued in the Offer to Exchange, approximately 13.5% of the Issuer's Common
Stock.
Loomis Sayles has dispositive power over the Debentures owned by the
Managed Accounts (including the Connecticut MFI Fund) 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 (which
number includes the Connecticut Funds).
(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
Issuer's Common Stock, Warrants or Debentures during the past 60 days. In
addition, none of the Connecticut Funds, the Treasurer or the Investment
Officer has engaged in any transaction with respect to the Issuer's Common
Stock, Warrants or Debentures during the past 60 days.
(d) The Debentures that were tendered 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 (including the Connecticut
Funds) under contracts that provide the client with the right to terminate its
investment advisory relationship with Loomis Sayles upon written notice. The
investment advisory contracts generally give Loomis Sayles dispositive and/or
voting power over the securities held in the Managed Accounts. The right to
terminate a contract may take effect immediately upon receipt
Page 13 of 24
<PAGE> 14
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, 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
__________________________________
* Previously filed by Loomis Sayles with the Securities and Exchange
Commission on October 29, 1996 as Exhibit A to the initial statement
on Schedule 13D of Loomis Sayles (document No. 000950150-96-001207)
and incorporated herein by reference.
** 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.
Page 14 of 24
<PAGE> 15
EXHIBIT "C" Letter of Transmittal***
EXHIBIT "D" Supplement to Offer to Exchange dated November 6, 1996****
EXHIBIT "E" Joint Filing Agreement
__________________________________
*** 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.
**** Previously filed by StreamLogic Corporation with the Securities and
Exchange Commission November 6, 1996 as Exhibit D-10 to Amendment No.
1 to Schedule 13E-3, File No. 5-35028, and incorporated herein by
reference.
Page 15 of 24
<PAGE> 16
SIGNATURE
The State of Connecticut Combined Investment Funds, the State of
Connecticut Mutual Fixed Income Fund, the Teachers' Retirement System and
Connecticut State Employees' Retirement System hereby authorizes Robert J.
Blanding, Frederick Vyn, Daniel J. Fuss and Sandra P. Tichenor, and each of
them, as attorney-in-fact, to sign on their behalf any amendment to this
statement on Schedule 13D, and to file the same, with all exhibits thereto and
all documents in connection therewith, with the Securities and Exchange
Commission.
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
Dated: November 27, 1996
LOOMIS, SAYLES & COMPANY, L.P.
By Loomis Sayles & Company, Inc.,
General Partner
By:_________________________________
Name:____________________________
Title:___________________________
LOOMIS, SAYLES & COMPANY, INC.
By:_________________________________
Name:____________________________
Title:___________________________
(SIGNATURES CONTINUED)
Page 16 of 24
<PAGE> 17
(SIGNATURES CONTINUED)
STATE OF CONNECTICUT COMBINED
INVESTMENT FUNDS
By:_________________________________
Name:____________________________
Title:___________________________
STATE OF CONNECTICUT MUTUAL FIXED
INCOME FUND
By:_________________________________
Name:____________________________
Title:___________________________
(SIGNATURES CONTINUED)
Page 17 of 24
<PAGE> 18
(SIGNATURES CONTINUED)
TEACHERS' RETIREMENT SYSTEM
By:_________________________________
Name:____________________________
Title:___________________________
(SIGNATURES CONTINUED)
Page 18 of 24
<PAGE> 19
(SIGNATURES CONTINUED)
CONNECTICUT STATE EMPLOYEES'
RETIREMENT SYSTEM
By:_________________________________
Name:____________________________
Title:___________________________
Page 19 of 24
<PAGE> 20
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***
EXHIBIT "D" Supplement to Offer to Exchange dated November 6, 1996****
EXHIBIT "E" Joint Filing Agreement
__________________________________
* Previously filed by Loomis Sayles with the Securities and Exchange
Commission on October 29, 1996 as Exhibit A to the initial statement
on Schedule 13D of Loomis Sayles (document No. 000950150-96-001207)
and incorporated herein by reference.
** 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.
**** Previously filed by StreamLogic Corporation with the Securities and
Exchange Commission November 6, 1996 as Exhibit D-10 to Amendment No.
1 to Schedule 13E-3, File No. 5-35028, and incorporated herein by
reference.
Page 20 of 24
<PAGE> 21
EXHIBIT E
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each
of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of StreamLogic Corporation and further agree that
this agreement be included as an exhibit to such filing. Each party to the
agreement expressly authorizes each other party to file on its behalf any and
all amendments to such Statement. Each party to this agreement agrees that
this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be
executed on their behalf this 27th day of November, 1996.
LOOMIS, SAYLES & COMPANY, L.P.
By Loomis Sayles & Company, Inc.,
General Partner
By:_________________________________
Name:____________________________
Title:___________________________
LOOMIS, SAYLES & COMPANY, INC.
By:_________________________________
Name:____________________________
Title:___________________________
(SIGNATURES CONTINUED)
Page 21 of 24
<PAGE> 22
(SIGNATURES CONTINUED)
STATE OF CONNECTICUT COMBINED
INVESTMENT FUNDS
By:_________________________________
Name:____________________________
Title:___________________________
STATE OF CONNECTICUT
MUTUAL FIXED INCOME FUND
By:_________________________________
Name:____________________________
Title:___________________________
(SIGNATURES CONTINUED)
Page 22 of 24
<PAGE> 23
(SIGNATURES CONTINUED)
TEACHERS' RETIREMENT SYSTEM
By:_________________________________
Name:____________________________
Title:___________________________
(SIGNATURES CONTINUED)
Page 23 of 24
<PAGE> 24
(SIGNATURES CONTINUED)
CONNECTICUT STATE EMPLOYEES'
RETIREMENT SYSTEM
By:_________________________________
Name:____________________________
Title:___________________________
Page 24 of 24
