<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
UNITED STATES Expires: December 31,
SECURITIES AND EXCHANGE COMMISSION 1997
WASHINGTON, D.C. 20549 Estimated average
burden hours per
response . . . 14.90
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
StreamLogic Corporation
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(Name of Issuer)
Common Stock
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(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 29, 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 13 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 13 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 13 PAGES
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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*
00
- --------------------------------------------------------------------------------
*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 13 PAGES
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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 SOLE VOTING POWER
BENEFICIALLY 8 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*
00
- --------------------------------------------------------------------------------
*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 13 PAGES
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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*
00
- --------------------------------------------------------------------------------
*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 13 PAGES
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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*
00
- --------------------------------------------------------------------------------
*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
The Statement on Schedule 13D filed October 29, 1996 (the "Original
Statement"), as amended by (i) an amendment filed November 19, 1996 (the "First
Amendment"), (ii) an amendment filed November 21, 1996 (the "Second
Amendment"), and (iii) an amendment filed November 27, 1996 (the "Third
Amendment") is amended hereby to reflect the closing of the Exchange
Transaction referred to in the Original Statement and amendments thereto by
StreamLogic Corporation (the "Issuer") and the issuance of Common Stock and
Warrants to purchase Common Stock that is beneficially owned by Loomis, Sayles
& Company, L.P., its general partner, Loomis, Sayles & Company, Inc. (sometimes
collectively referred to herein as "Loomis Sayles"), the State of Connecticut
Combined Investment Funds (the "Connecticut CI Fund"), the State of Connecticut
Mutual Fixed Income Fund (the "Connecticut MFI Fund"), Teachers' Retirement
System (the "Connecticut Teachers' Fund") and the 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."
Item 1. Security and Issuer.
The equity securities to which this statement relates is the Common
Stock of the Issuer. The Issuer's principal executive offices are located at
21329 Nordhoff Street, Chatsworth, California 91311.
Item 3. Source and Amount of Funds or Other Consideration.
Prior to November 29, 1996, certain of the managed accounts of Loomis
Sayles (including the Connecticut MFI Fund) (the "Managed Accounts") owned
non-voting 6% convertible subordinated Debentures of the Issuer (the
"Debentures") in the aggregate principal amount of $59,354,000. The Debentures
were tendered by Loomis Sayles pursuant to the Issuer's Offer to Exchange and
the tender period expired at midnight, New York City time, on November 20,
1996. On November 29, 1996 the Issuer exchanged each $1,000 in principal
amount of Debentures that were tendered 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.
Settlement of the accounts that will hold the securities received in the
Exchange Transaction is expected to occur in the next several days
("Settlement").
Based on currently available information, it is believed that at
Settlement the Managed Accounts will hold (i) cash in the aggregate amount of
$7,122,480; (ii) Unsecured Notes in the aggregate principal amount of
$6,726,589; (iii) an aggregate of 12,860,035 shares of Common Stock of the
Issuer; and (iv) Warrants to purchase an aggregate
Page 8 of 13
<PAGE> 9
of 2,374,160 shares of the Issuer's Common Stock. No additional funds of such
Managed Accounts were expended in connection with the consummation of Exchange
Transaction.
Item 4. Purpose of Transaction.
The Debentures that were tendered in the Exchange Transaction 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 was 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 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 Exchange Transaction closed on November 29, 1996.
As a result of the closing of the Exchange Transaction, 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.
As a result of the closing of the Exchange Transaction, the Managed
Accounts (including the Connecticut Funds) currently hold 41.9% of the
outstanding shares of Common Stock of the Issuer (based on information provided
by the Issuer), and assuming the exercise of all Warrants received in the
Exchange Transaction.
Page 9 of 13
<PAGE> 10
The Debentures were purchased for the Managed Accounts (including the
Connecticut MFI 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 acquired in the Exchange Transaction were also 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 it has 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. 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) Based on currently available information, it is
believed that at Settlement the Managed Accounts (which include the Connecticut
MFI Fund) beneficially will own (i) a total of 12,860,035 shares of Issuer's
Common Stock representing approximately 38.4% of the 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 Exchange
Transaction, approximately 41.9% of the Issuer's Common Stock.
Based on currently available information, it is believed that at
Settlement the Managed Account for the Connecticut MFI Fund beneficially will
own (i) a total of 4,149,167 shares of the Issuer's Common Stock representing
approximately 12.4% of the 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 Exchange Transaction, approximately 13.5% of the Issuer's Common
Stock.
Loomis Sayles has voting and/or dispositive power over the Issuer's
Common Stock and Warrants 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
Page 10 of 13
<PAGE> 11
date as specified in a notice to Loomis Sayles, depending upon the terms of the
particular advisory agreement. Currently, the Issuer's Common Stock and
Warrants are held in Managed Accounts for the benefit of approximately 41
institutional investors (which number includes the Connecticut MFI Fund).
(c) Other than the acquisition of the Issuer's Common Stock and
Warrants on November 29, 1996 in connection with the closing of the Exchange
Transaction described in subsections (a) and (b) above, neither Loomis Sayles
nor, to the knowledge of Loomis Sayles, any affiliate of Loomis Sayles has
engaged in any transaction with respect to the Issuer's Common Stock, Warrants
or Debentures during the past 60 days. In addition, other than the acquisition
of the Issuer's Common Stock and Warrants described in subsections (a) and (b)
above on November 29, 1996 in connection with the closing of the Exchange
Transaction, none of the Connecticut Funds, the Treasurer of the State of
Connecticut (the "Treasurer") or the Chief Investment Officer for the Treasurer
has engaged in any transaction with respect to the Issuer's Common Stock,
Warrants or Debentures during the past 60 days.
(d) The Common Stock and Warrants are owned by 41 Managed Accounts
(which includes the Connecticut MFI Fund). The Connecticut MFI Fund
beneficially owns 13.5% of the Issuer assuming the exercise of all Warrants.
No Managed Account other than the Connecticut MFI Fund owns more than 5% of the
Common Stock of the Issuer.
(e) Not applicable.
Page 11 of 13
<PAGE> 12
SIGNATURE
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: December 4, 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
(SIGNATURES CONTINUED)
Page 12 of 13
<PAGE> 13
(SIGNATURES CONTINUED)
STATE OF CONNECTICUT COMBINED
INVESTMENT FUNDS
By: *
-------------------------------------
STATE OF CONNECTICUT MUTUAL FIXED INCOME FUND
By: *
-------------------------------------
TEACHERS' RETIREMENT SYSTEM
By: *
-------------------------------------
CONNECTICUT STATE EMPLOYEES'
RETIREMENT SYSTEM
By: *
------------------------------------
*By /s/ Robert Blanding
--------------------------
Robert J. Blanding
Attorney-in-Fact
Page 13 of 13
