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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(4)
To Prospectus Dated July 1, 1999 Registration No. 333-80611
LSI LOGIC
$345,000,000
LSI Logic Corporation
4 1/4% Convertible Subordinated Notes due 2004
and Shares of Common Stock
This prospectus supplement relates to the resale by the selling
securityholders of 4 1/4% convertible subordinated notes due 2004 of LSI Logic
Corporation and the shares of common stock, par value of $0.01 per share, of LSI
Logic Corporation issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated July 1, 1999, and the prospectus supplements dated July 22,
1999, August 23, 1999, and October 4, 1999 which are to be delivered with this
prospectus supplement. All capitalized terms used but not defined in the
prospectus supplement shall have the meanings given them in the prospectus.
The table below sets forth information as of the date hereof concerning
beneficial ownership of the notes of the selling securityholders as listed
below. All information concerning beneficial ownership has been furnished by the
selling securityholders.
<TABLE>
<CAPTION>
Principal Amount Number of Shares
of Notes Percentage of of Common Stock Percentage of
Beneficially Owned Notes That May Be Sold Common Stock
Name That May Be Sold Outstanding (1) Outstanding (2)
<S> <C> <C> <C> <C>
Allstate Insurance Company $ 1,350,000 * 43,058 *
Boulder Capital, Inc. 10,247,600 3.0% 326,846 *
Boulder II Limited 3,300,000 * 105,253 *
Goldman Sachs & Company 300,000 * 9,568 *
Merrill Lynch, Pierce, Fenner & Smith, Inc. 375,000 * 11,961 *
Onex Industrial Partners Limited 9,800,000 2.8% 312,570 *
Pebble Capital, Inc. 3,602,000 1.0% 114,885 *
</TABLE>
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* Less than 1%
(1) Assumes conversion of the full amount of notes held by such holder at the
initial conversion price of $31.353 per share; such conversion price is
subject to adjustment as described under "Description of Notes --
Conversion of Notes." Accordingly, the number of shares of common stock
issuable upon conversion of the Notes may increase or decrease from time to
time. Under the terms of the Indenture, fractional shares will not be
issued upon conversion of the notes; cash will be paid in lieu of
fractional shares, if any.
(2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange
Act and based upon 148,725,266 shares of common stock outstanding as of
November 8, 1999, treating as outstanding the number of shares of common
stock shown as being issuable upon the assumed conversion by the named
holder of the full amount of such holder's notes but not assuming the
conversion of the notes of any other holder.
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The securities offered hereby involve a high degree of risk. See "Risk
Factors" beginning on page 7 of the prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is November 9,1999.
