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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. 2)*
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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 594 907 107 PAGE 2 OF 12 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* OO
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
NUMBER OF (7) SHARED VOTING POWER 15,234,195 SHARES
SHARES BENE-
FICIALLY (8) SOLE VOTING POWER NONE
OWNED BY
EACH REPORTING (9) SHARED DISPOSITIVE POWER 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) 40.6%
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 12 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* OO
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
NUMBER OF (7) SHARED VOTING POWER 15,234,195 SHARES
SHARES BENE-
FICIALLY (8) SOLE VOTING POWER NONE
OWNED BY
EACH REPORTING (9) SHARED DISPOSITIVE POWER 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) 40.6%
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 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 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.
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."
Page 4 of 12
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The State of Connecticut Mutual Fixed Income Fund (the
"Connecticut MFI Fund"), a sub-fund of the State of Connecticut Combined
Investment Funds (the "Connecticut CI Fund"), one of the Managed Accounts of
Loomis Sayles as reflected in Item 5 below, is expected to acquire 13.05% of the
Common Stock of the Issuer. The Connecticut MFI Fund and the Connecticut CI
Fund are referred to herein collectively as the "Connecticut Fund." The
Connecticut Fund is a fund primarily for the benefit of employees and retirees
of the State of Connecticut. Loomis Sayles has advised the Connecticut Fund of
its filing obligations under Section 13. No other Managed Account will own in
excess of 5% of the Common Stock of the Issuer.
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 (including the Connecticut
Fund) 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.
Page 5 of 12
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Assuming the Exchange Transaction is consummated, the Managed
Accounts (including the Connecticut Fund) 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 purchase an approximate aggregate of 2,374,160 shares of the Issuer's
Common Stock. No additional funds 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 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 couple of weeks.
Page 6 of 12
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The Issuer has the right to terminate the Exchange Transaction
if there is any change or development involving a prospective change in or
affecting the business or financial affairs of the Issuer which, in the sole
judgment of the Issuer's Board of Directors, would or might prohibit, restrict
or delay consummation of the Exchange Transaction or materially impair the
contemplated benefits to the Issuer of the Exchange Transaction. Loomis Sayles
is not aware of any event or condition that might prevent the Issuer from
consummating the Exchange Transaction.
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 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 (including the Connecticut Fund) would hold approximately 40.6% 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
(including the Connecticut Fund) 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 40.6% 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.
Page 7 of 12
<PAGE> 8
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of the date hereof, none of Loomis Sayles
or the LS Affiliates owns any shares of the Issuer's Common Stock. However, as
of the date hereof, the Managed Accounts (which includes the Connecticut Fund)
have tendered an aggregate of $59,354,000 in principal amount of Debentures and
the Expiration Time for the tender offer has passed. See Item 4 above.
Upon consummation of the Exchange Transaction, assuming all of
the Debentures that were tendered are exchanged pursuant to the terms of the
Offer to Exchange, the Managed Accounts (which includes the Connecticut Fund)
are expected to hold (i) a total of 12,860,035 shares of Issuer's Common Stock
representing approximately 37.2% 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 40.6% of the Issuer's Common Stock.
Upon consummation of the Exchange Transaction, assuming all of
the Debentures that were tendered are exchanged pursuant to the terms of the
Offer to Exchange, the Managed Account for the Connecticut Fund is expected to
hold (i) approximately 4,149,167 shares of the Issuer's Common Stock
representing approximately 12.0% 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 13.1% of the Issuer's
Common Stock.
Loomis Sayles has dispositive power over the Debentures owned
by the Managed Accounts (including the Connecticut 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 (including the Connecticut Fund) 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 Fund).
Page 8 of 12
<PAGE> 9
(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.
(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 Fund) 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 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.*/
__________________________________
* 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.
Page 9 of 12
<PAGE> 10
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****/
__________________________________
** 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 10 of 12
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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 November 21, 1996
LOOMIS, SAYLES & COMPANY, L.P.
By Loomis Sayles & Company, Inc.,
General Partner
By: /s/ Robert Blanding
---------------------------------------
Name: Robert J. Blanding
Title: Chairman, President and
Chief Executive Officer
LOOMIS, SAYLES & COMPANY, INC.
By: /s/ Robert Blanding
---------------------------------------
Name: Robert J. Blanding
Title: Chairman, President and
Chief Executive Officer
Page 11 of 12
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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****
* 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 on 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 12 of 12
