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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 2)
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STREAMLOGIC CORPORATION
(Name of Issuer)
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STREAMLOGIC CORPORATION
(Name of Person(s) Filing Statement)
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6% Convertible Subordinated Debentures due March 15, 2012
(Title of Class of Securities)
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863238-AA-5
(CUSIP Number of Class of Securities)
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Barbara V. Scherer
Chief Financial Officer
21329 Nordhoff Street
Chatsworth, California 91311
(818) 701-8400
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copy to:
Brian G. Cartwright, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071-2007
(213) 891-7941
October 7, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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PAGE 1 OF 4 PAGES
EXHIBIT INDEX ON PAGE 4
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
(a)(1)* Offer to Exchange dated October 7, 1996.
(a)(2)* Letter of Transmittal.
(a)(3)* Notice of Guaranteed Delivery.
(a)(4)* Letter from the Company to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(5)* Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6)* Letter from the Company to 6% Debenture Holders.
(a)(7)* Text of Press Releases dated June 17, 1996, September 16,
1996 and October 6, 1996.
(a)(8)* Guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(9)* Supplement to Offer to Exchange dated November 6, 1996.
(a)(10)* Supplemental Letter from the Company to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(11) Text of Press Release dated November 13, 1996.
(a)(12) Text of Press Release dated November 15, 1996.
(b) * Not applicable.
(c)(1)* Letter Agreement dated as of June 14, 1996 between the
Company and Loomis Sayles & Co., L.P.
(c)(2)* Letter Agreement dated September 13, 1996 between the Company
and Loomis Sayles & Co., L.P.
(c)(3)* Letter Agreement dated as of October 3, 1996 between the
Company and Loomis Sayles & Co., L.P.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
* previously filed
</TABLE>
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 15, 1996 STREAMLOGIC CORPORATION
BY /s/ Barbara V. Scherer
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NAME: Barbara V. Scherer
TITLE: CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
(a)(11) Text of Press Release dated November 13, 1996.
(a)(12) Text of Press Release dated November 15, 1996.
</TABLE>
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(a)(11)
[LETTERHEAD OF STREAMLOGIC CORPORATION]
FOR IMMEDIATE RELEASE
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STREAMLOGIC WAIVES MINIMUM TENDER CONDITION TO ITS OFFER FOR EXCHANGE OF 6%
CONVERTIBLE SUBORDINATED DEBENTURES
Chatsworth, Calif., November 13, 1996--StreamLogic Corporation (NASDAQ:STLC)
announced Wednesday that it has waived the condition to its offer to exchange
its 6% Convertible Subordinated Debentures due 2012 that at least 95 percent of
the aggregate principal amount of such Debentures be tendered. The Exchange
Offer is now for any and all of the Debentures. The other terms of the Exchange
offer remain unchanged.
StreamLogic develops and markets leading-edge video delivery systems, digital
media storage, and network RAID subsystems and data management solutions.
Current product offerings include VIDEON, the industry's first family of video
server systems, the innovative VDR 110 video editing appliance, the award-
winning FWB Hammer storage product line and the industry leading RAIDION family
of fault-tolerant network RAID and data management solutions. The company sells
to OEMs and system integrators, and has a well-established international network
of distribution and dealer channel partners. StreamLogic corporate headquarters
are currently located in Chatsworth, California, but the Company has announced
plans to consolidate in Northern California by April 1997.
StreamLogic, VIDEON, Hammer, and RAIDION are trademarks or registered trademarks
of StreamLogic Corporation. Additional information on StreamLogic can be found
at www.streamlogic.com.
For more information, please contact: Barbara V. Scherer (818) 701-8402
Vivien Avella (818) 701-8419
# # #
<PAGE>
EXHIBIT (a)(12)
[LETTERHEAD OF STREAMLOGIC CORPORATION]
FOR IMMEDIATE RELEASE
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STREAMLOGIC UPDATE ON STATUS OF TENDER FOR EXCHANGE OF 6% CONVERTIBLE
SUBORDINATED DEBENTURES
Chatsworth, Calif., November 15, 1996 -- StreamLogic Corporation (NASDAQ:STLC)
announced that as of close of business yesterday it had received consent cards
representing 48.15% of its outstanding common shares, and that 98.78% of those
consent cards have voted to approve the Exchange Offer for its 6% Convertible
Subordinated Debentures due 2012. In addition, the Company's Exchange Agent
reported that 80.12% of the bondholders have rendered their Debentures in the
Exchange Offer.
On Wednesday, November 13, StreamLogic announced that it had waived the
condition to its offer to exchange its 6% Convertible Subordinated Debentures
due 2012 that at least 95 percent of the aggregate principal amount of such
Debentures be tendered. However, the obligation of Loomis Sayles & Co. to advise
its clients (who hold approximately 79% of the Debentures) to tender their
Debentures remains subject to the condition that at least 95% of the Debentures
be tendered.
The scheduled expiration date for the Consent Solicitation and Offer to Exchange
is 5 p.m. and 12 midnight New York City time on November 20, respectively.
"We are encouraged by both the shareholder vote and the response from
bondholders to date. With 4 business days to go until the Offer expires, we
are cautiously optimistic that the Exchange Offer will be consummated.,"
commented Barbara V. Scherer, Senior Vice President and CFO.
StreamLogic develops and markets leading-edge video delivery systems, digital
media storage, and network RAID subsystems and data management solutions.
Current product offerings include VIDEON, the industry's first family of video
server systems, the innovative VDR 110 video editing appliance, the
award-winning FWB Hammer storage product line and the industry leading RAIDION
family of fault-tolerant network RAID and data management solutions. The
company sells to OEMs and system integrators, and has a well-established
international network of distribution and dealer channel partners. StreamLogic
corporate headquarters are currently located in Chatsworth, California, but the
Company has announced plans to consolidate in Northern California by April 1997.
StreamLogic, VIDEON, Hammer, and RAIDION are trademarks or registered trademarks
of StreamLogic Corporation. Additional information on StreamLogic can be found
at www.streamlogic.com.
For more information, please contact: Barbara V. Scherer (818)701-8402
Vivien Avella (818)701-8419
