<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, and the prospectus supplements dated July 22,
1999, August 23, 1999, October 4, 1999, and November 9, 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
OF NOTES PERCENTAGE OF NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY OWNED NOTES OF COMMON STOCK COMMON STOCK
NAME THAT MAY BE SOLD OUTSTANDING THAT MAY BE SOLD(1) OUTSTANDING (2)
- ---- ----------------- ------------ ------------------- ---------------
<S> <C> <C> <C> <C>
Canyon Value Realization (Cayman) Ltd. $ 4,750,000 1.4% 151,501 *
Delphi Financial Group, Inc. 2,000,000 * 63,790 *
Morgan Stanley Dean Witter 251,000 * 8,006 *
Value Realization Fund, LP 5,000,000 1.4% 159,474 *
Value Realization Fund B, LP 250,000 * 7,974 *
</TABLE>
- --------------------------------------
*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 149,533,721 shares of common stock outstanding as of
December 9, 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 COMMISSION
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 December 10, 1999.
