SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26, 1995
LSI LOGIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-11674 94-2712976
(State or other jurisdiction (Commission (IRS
Employer of incorporation) File Number) Identification No.)
1551 McCarthy Blvd., Milpitas, California 95035
(Address of principal executive offices)
Registrant's telephone number, including area code (408) 433-8000
Not Applicable
(Former name or former address, if changed since last report)
Item 5 Other Events
On January 26, 1995 LSI Logic Corporation (the "Company"), in a move
designed to accelerate the expansion of sub-micron manufacturing capacity
to meet increased customer demand, announced that it had acquired the
shares it does not already own from Kawasaki Steel Corporation ("KSC")
in Nihon Semiconductor, Inc. ("NSI"). The Company does not expect the
buyout to have a meaningful impact on 1995 earnings expectations by
securities analysts.
The Company had been a 55% shareholder of NSI, a manufacturing joint
venture first announced in 1985 between the Company and KSC. The joint
venture managed and operated two high-volume manufacturing facilities in
Tsukuba, Japan. Both semiconductor factories now will be under the sole
ownership of the Company.
"Strong demand over the past several quarters for our semiconductor
products based upon our leading-edge 0.5 micron and 0.6 micron process
technologies had prompted us to want to accelerate our manufacturing capacity
timetable, which this buyout will allow us to do at NSI," said Wilfred J.
Corrigan, chairman and chief executive officer of the Company.
In commenting on the relationship with KSC, Mr. Corrigan said "Kawasaki
Steel and LSI Logic continue to enjoy an excellent relationship." He added,
"The joint venture served the dual needs of both companies for many years,
and now both companies agree that it is in their best interests to pursue
their own independent strategies."
The total purchase price for the KSC 45% interest is $175,000,000 to be
paid to KSC over eight years (the "Obligation"). The transaction is being
accounted for as a purchase that will replace the minority interest in NSI
and result in a slight asset step up based upon fair values. The Company
has defeased the Obligation through payment of approximately $125,000,000 to
an unrelated third party and, accordingly, the Company has been
unconditionally released from the Obligation by KSC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 26, 1995 LSI LOGIC CORPORATION
/s/ David E. Sanders
David E. Sanders, Vice President,
General Counsel & Secretary
