<PAGE> 1
PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(4)
To Prospectus Dated July 1, 1999 Registration No. 333-80611
[LSI LOGIC LOGO]
$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, the prospectus supplements dated July 22, 1999
and August 23, 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>
Aristeia International Ltd. $ 299,000 * 9,537 *
Aristeia Trading, L.L.C. 201,000 * 6,411 *
CIBC World Markets International Arbitage 3,000,000 * 95,685 *
Corp.
CPR USA, Inc. 775,000 * 24,719 *
Gryphon Domestic III, L.L.C. 170,000 * 5,422 *
Investcorp SAM Fund Limited 200,000 * 6,379 *
Knoxville Utilities Board Retirement System 112,000 * 3,572 *
Lehman Brothers, Inc. 1,000,000 * 31,895 *
Liberty View Funds L.P. 1,000,000 * 31,895 *
The Northwestern Mutual Life Insurance 7,250,000 2.1% 231,238 *
Company-General Account
The Northwestern Mutual Life Insurance 750,000 * 23,921 *
Company-Group Annuity Separate Account
State Street Bank Custodian for 6E Pension 1,765,000 * 56,294 *
Trust
The TCW Group, Inc. 1,360,000 * 43,377 *
Toronto Dominion (New York), Inc. 10,000,000 2.9% 318,949 *
</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 147,188,962 shares of common stock outstanding as of
October 1, 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 October 4 1999.
