UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
June 24, 1997
(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)SCHEDULE 13D
CUSIP No. 594 907
107 ,, Page of 15 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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH,7,SHARED VOTING POWER
13,959,350 shares
,8,SOLE VOTING POWER
None
,9,SHARED DISPOSITIVE POWER
13,959,350 shares
,10,SOLE DISPOSITIVE POWER
None
11,AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
13,959,350 shares
12,CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13,PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
38.4%
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.SCHEDULE 13D
CUSIP No. 594 907
107 ,, Page of 15 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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH,7,SHARED VOTING POWER
13,959,350 shares
,8,SOLE VOTING POWER
None
,9,SHARED DISPOSITIVE POWER
13,959,350 shares
,10,SOLE DISPOSITIVE POWER
None
11,AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
13,959,350 shares
12,CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13,PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
38.4%
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.SCHEDULE 13D
CUSIP No. 594 907
107 ,, Page of 15 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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH,7,SHARED VOTING POWER
4,915,167 shares
,8,SOLE VOTING POWER
None
,9,SHARED DISPOSITIVE POWER
4,915,167 shares
,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.SCHEDULE 13D
CUSIP No. 594 907
107 ,, Page of 15 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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH,7,SHARED VOTING POWER
4,915,167 shares
,8,SOLE VOTING POWER
None
,9,SHARED DISPOSITIVE POWER
4,915,167 shares
,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.SCHEDULE 13D
CUSIP No.
594 907 107 ,, Page
of
15 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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH,7,SHARED VOTING POWER
None
,8,SOLE VOTING POWER
None
,9,SHARED DISPOSITIVE POWER
None
,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.SCHEDULE 13D
CUSIP No.
594 907 107 ,, Page of15 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
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH,7,SHARED VOTING POWER
None
,8,SOLE VOTING POWER
None
,9,SHARED DISPOSITIVE POWER
None
,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. 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"), (iii) an amendment filed November
27, 1996 (the "Third Amendment"), and (iv) an
amendment filed on December 4, 1996 (the "Fourth
Amendment") is amended hereby to reflect the sale
of shares of Common Stock of StreamLogic
Corporation (the "Issuer") that are beneficially
owned by Loomis, Sayles & Company, L.P., and its
general partner, Loomis, Sayles & Company, Inc.
(sometimes collectively referred to herein as
"Loomis Sayles"). There has been no change in the
shares of Common Stock of the Issuer held in the
accounts of 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"), which are filing
jointly with Loomis Sayles. 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 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 already on file and
incorporated herein by reference.
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 51% 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 already on file as
Exhibit A and incorporated herein by reference.
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, acquired
12.4% of the outstanding shares of Common Stock
of the Issuer and Warrants to purchase an additional
1.1% of the outstanding shares of 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. Greg Franklin 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.
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 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 expanded its Board of
directors to seven members, two of whom were
designated by investors advised by Loomis Sayles
(the "New Directors"). These two directors have
subsequently resigned. 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.
The Managed Accounts (including the
Connecticut Funds) currently hold 38.4% 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.
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
38.4% 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.
As previously reported, Loomis Sayles intended
to monitor market conditions and would 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. On June 24, 1997, the Issuer
announced that it had received notification from The
Nasdaq Stock Market that it may no longer meet the
requirements for inclusion in The Nasdaq Stock
Market. It was also reported that because the Issuer
was unable to meet certain requirements for
continued listing, and in accordance with
correspondence from Nasdaq, the Issuer would be
subject to delisting from The Nasdaq Stock Market
effective the opening of business on June 27, 1997.
On June 25, 1997, the Issuer announced that Nasdaq
had acccelerated the time frame for delisting of the
Issuer's securities and that the Issuer's securities
would be delisted as of the opening of the market on
June 25, 1997. Based on its consideration of
current market conditions, Loomis Sayles intends to
continue to monitor market conditions and will
dispose of the Issuer's shares of Common Stock of
the Issuer held by Managed Accounts if and when
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 as of the date of this
filing the Managed Accounts (which include the
Connecticut MFI Fund) beneficially will own (I) a
total of 11,585,190 shares of Issuer's Common
Stock representing approximately 34.6% 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
and still held by the Managed Accounts,
approximately 38.4% of the Issuer's Common Stock.
Based on currently available information, it is
believed that as of the date of this filing the
Managed Account for the Connecticut MFI Fund
beneficially will own (1) 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
and still held by the Managed Account for the
Connecticut MFI Fund, 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 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
22 institutional investors (which number includes the
Connecticut MFI Fund).
(c) 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,
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 22 Managed Accounts (which includes the
Connecticut MFI Fund). The Connecticut MFI
Fund beneficially owns % 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.
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: June 26, 1997
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
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
