-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AJLNpkyDddBsXsfnjDX7gxrBqcS4XoYanrO53gjEq5A86CkLPRHi0lH+ys11aIgr bHiDNLKF+VGyLBX4nTr9IA== 0000950150-96-001492.txt : 19961205 0000950150-96-001492.hdr.sgml : 19961205 ACCESSION NUMBER: 0000950150-96-001492 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961204 SROS: NONE GROUP MEMBERS: CONNECTICUT STATE EMPLOYEES' RETIREMENT SYSTEM GROUP MEMBERS: LOOMIS SAYLES & CO LP /MA/ /ADV GROUP MEMBERS: LOOMIS, SAYLES & COMPANY, INC. GROUP MEMBERS: STATE OF CONNECTICUT COMBINED INVESTMENT FUNDS GROUP MEMBERS: STATE OF CONNECTICUT MUTUAL FIXED INCOME FUND GROUP MEMBERS: TEACHERS' RETIREMENT SYSTEM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STREAMLOGIC CORP CENTRAL INDEX KEY: 0000718865 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 953093858 STATE OF INCORPORATION: DE FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35028 FILM NUMBER: 96675829 BUSINESS ADDRESS: STREET 1: 21329 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187093300 MAIL ADDRESS: STREET 1: 21329 NORDHOFF STREET CITY: CHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: MICROPOLIS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOOMIS SAYLES & CO LP /MA/ /ADV CENTRAL INDEX KEY: 0000109880 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 043200030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6174822450 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: LOOMIS SAYLES & CO LP /MA/ /ADV DATE OF NAME CHANGE: 19940621 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 1 OMB APPROVAL OMB Number: 3235-0145 UNITED STATES Expires: December 31, SECURITIES AND EXCHANGE COMMISSION 1997 WASHINGTON, D.C. 20549 Estimated average burden hours per response . . . 14.90 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* StreamLogic Corporation ----------------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------------- (Title of Class of Securities) 594 907 107 --------------------------------- (CUSIP Number) Loomis, Sayles & Company, L.P. One Financial Center, Boston, Massachusetts 02111 Attn: Sandra P. Tichenor, Vice President - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 29, 1996 -------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1746 (12-91) 2 SCHEDULE 13D CUSIP No. 594 907 107 PAGE 2 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loomis, Sayles & Company, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SHARED VOTING POWER 15,234,195 shares NUMBER OF ---------------------------------------------------------- SHARES 8 SOLE VOTING POWER BENEFICIALLY None OWNED BY ---------------------------------------------------------- EACH 9 SHARED DISPOSITIVE POWER REPORTING 15,234,195 shares PERSON ---------------------------------------------------------- WITH 10 SOLE DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,234,195 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP No. 594 907 107 PAGE 3 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loomis, Sayles & Company, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SHARED VOTING POWER 15,234,195 shares NUMBER OF ------------------------------------------------------------ SHARES 8 SOLE VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------ EACH 9 SHARED DISPOSITIVE POWER REPORTING 15,234,195 shares PERSON ------------------------------------------------------------ WITH 10 SOLE DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,234,195 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP No. 594 907 107 PAGE 4 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON State of Connecticut Combined Investment Funds - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - -------------------------------------------------------------------------------- 7 SHARED VOTING POWER 4,915,167 shares NUMBER OF ------------------------------------------------------------ SHARES 8 SOLE VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------ EACH 9 SHARED DISPOSITIVE POWER REPORTING 4,915,167 shares PERSON ------------------------------------------------------------ WITH 10 SOLE DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,915,167 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D CUSIP No. 594 907 107 PAGE 5 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON State of Connecticut Mutual Fixed Income Fund - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - -------------------------------------------------------------------------------- 7 SHARED VOTING POWER 4,915,167 shares NUMBER OF ------------------------------------------------------------- SHARES SOLE VOTING POWER BENEFICIALLY 8 None OWNED BY ------------------------------------------------------------- EACH 9 SHARED DISPOSITIVE POWER REPORTING 4,915,167 shares PERSON ------------------------------------------------------------- WITH 10 SOLE DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,915,167 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 SCHEDULE 13D CUSIP No. 594 907 107 PAGE 6 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Teachers' Retirement System - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - -------------------------------------------------------------------------------- 7 SHARED VOTING POWER None NUMBER OF ------------------------------------------------------------ SHARES 8 SOLE VOTING POWER BENEFICIALLY None OWNED BY ------------------------------------------------------------ EACH 9 SHARED DISPOSITIVE POWER REPORTING None PERSON ------------------------------------------------------------ WITH 10 SOLE DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,915,167 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 SCHEDULE 13D CUSIP No. 594 907 107 PAGE 7 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Connecticut State Employees' Retirement System - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut - -------------------------------------------------------------------------------- 7 SHARED VOTING POWER None NUMBER OF ----------------------------------------------------------- SHARES 8 SOLE VOTING POWER BENEFICIALLY None OWNED BY ----------------------------------------------------------- EACH 9 SHARED DISPOSITIVE POWER REPORTING None PERSON ----------------------------------------------------------- WITH 10 SOLE DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,915,167 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 8 The Statement on Schedule 13D filed October 29, 1996 (the "Original Statement"), as amended by (i) an amendment filed November 19, 1996 (the "First Amendment"), (ii) an amendment filed November 21, 1996 (the "Second Amendment"), and (iii) an amendment filed November 27, 1996 (the "Third Amendment") is amended hereby to reflect the closing of the Exchange Transaction referred to in the Original Statement and amendments thereto by StreamLogic Corporation (the "Issuer") and the issuance of Common Stock and Warrants to purchase Common Stock that is beneficially owned by Loomis, Sayles & Company, L.P., its general partner, Loomis, Sayles & Company, Inc. (sometimes collectively referred to herein as "Loomis Sayles"), the State of Connecticut Combined Investment Funds (the "Connecticut CI Fund"), the State of Connecticut Mutual Fixed Income Fund (the "Connecticut MFI Fund"), Teachers' Retirement System (the "Connecticut Teachers' Fund") and the Connecticut State Employees' Retirement System (the "Connecticut SERS Fund"). The Connecticut CI Fund, Connecticut MFI Fund, Connecticut Teachers' Fund and Connecticut SERS Fund are sometimes collectively referred to herein as the "Connecticut Funds." Item 1. Security and Issuer. The equity securities to which this statement relates is the Common Stock of the Issuer. The Issuer's principal executive offices are located at 21329 Nordhoff Street, Chatsworth, California 91311. Item 3. Source and Amount of Funds or Other Consideration. Prior to November 29, 1996, certain of the managed accounts of Loomis Sayles (including the Connecticut MFI Fund) (the "Managed Accounts") owned non-voting 6% convertible subordinated Debentures of the Issuer (the "Debentures") in the aggregate principal amount of $59,354,000. The Debentures were tendered by Loomis Sayles pursuant to the Issuer's Offer to Exchange and the tender period expired at midnight, New York City time, on November 20, 1996. On November 29, 1996 the Issuer exchanged each $1,000 in principal amount of Debentures that were tendered for (i) cash in the aggregate amount of $120.00, (ii) unsecured notes of the Issuer ("Unsecured Notes") in the principal amount of $113.33, (iii) 216.66667 shares of the Issuer's Common Stock, and (iv) five-year warrants (the "Warrants") to purchase 40 shares of the Issuer's Common Stock at an initial exercise price of $3.60 per share. Settlement of the accounts that will hold the securities received in the Exchange Transaction is expected to occur in the next several days ("Settlement"). Based on currently available information, it is believed that at Settlement the Managed Accounts will hold (i) cash in the aggregate amount of $7,122,480; (ii) Unsecured Notes in the aggregate principal amount of $6,726,589; (iii) an aggregate of 12,860,035 shares of Common Stock of the Issuer; and (iv) Warrants to purchase an aggregate Page 8 of 13 9 of 2,374,160 shares of the Issuer's Common Stock. No additional funds of such Managed Accounts were expended in connection with the consummation of Exchange Transaction. Item 4. Purpose of Transaction. The Debentures that were tendered in the Exchange Transaction were acquired during and subsequent to 1987 in the ordinary course of business with funds of certain of Loomis Sayles' Managed Accounts (including the Connecticut MFI Fund) and represent investments by such Managed Accounts. The purpose of the Exchange Transaction was to facilitate the restructuring of the Issuer's debt and enable the Issuer to meet the listing requirements of Nasdaq-NMS. In April 1995, a representative of the Issuer contacted Loomis Sayles concerning a proposal to enter into a transaction whereby the Debentures would be converted into equity and cash in an effort to position the Issuer to meet the Nasdaq-NMS listing standards. As a result of those discussions, the Issuer and Loomis Sayles entered into a letter agreement dated June 14, 1996 (the "Initial Tender Agreement"), as amended on September 13, 1996 (the "First Amendment to the Initial Tender Agreement") and further amended on October 3, 1996 (the "Second Amendment to the Initial Tender Agreement"). The Initial Tender Agreement, the First Amendment to the Initial Tender Agreement and the Second Amendment to the Initial Tender Agreement are sometimes referred to herein as the "Initial Tender Agreement, as amended." The Initial Tender Agreement, as amended, formed the basis for the Offer to Exchange. Loomis Sayles tendered the Debentures prior to the expiration of the Offer to Exchange which occurred at midnight, New York City time, on November 20, 1996. The Exchange Transaction closed on November 29, 1996. As a result of the closing of the Exchange Transaction, the Issuer is in the process of expanding its Board of directors to seven members, two of whom will be designated by investors advised by Loomis Sayles (the "New Directors"). The right of investors advised by Loomis Sayles to designate two New Directors terminates at such time as Loomis Sayles and its Managed Accounts no longer hold at least 28% of the Issuer's Common Stock (assuming exercise of all Warrants received in the Exchange Transaction). The New Directors will not be insiders of Loomis Sayles. Loomis Sayles intends that such New Directors and any subsequent director nominees designated by investors advised by Loomis Sayles (i) will serve with complete independence from Loomis Sayles, (ii) will not directly or indirectly report to or provide confidential information to Loomis Sayles, (iii) will not consult with Loomis Sayles as to board decisions, and (iv) will be asked to conduct themselves without regard to any special interests that Loomis Sayles might have. As a result of the closing of the Exchange Transaction, the Managed Accounts (including the Connecticut Funds) currently hold 41.9% of the outstanding shares of Common Stock of the Issuer (based on information provided by the Issuer), and assuming the exercise of all Warrants received in the Exchange Transaction. Page 9 of 13 10 The Debentures were purchased for the Managed Accounts (including the Connecticut MFI Fund) in the ordinary course of Loomis Sayles' business as an investment adviser, and not with the purpose of changing or influencing the control of the Issuer or in connection with or as a participant in any transaction having such purpose. The Common Stock of the Issuer and the Warrants acquired in the Exchange Transaction were also acquired for investment and not with the purpose of changing or influencing the control of the Issuer or in connection with or as a participant in any transaction having such purpose. Loomis Sayles recognizes that it has the power to vote and dispose of approximately 41.9% of the Issuer's Common Stock (assuming exercise of all of the Warrants) owned by the Managed Accounts and may have the power to effect, change or influence the control of the Issuer. Loomis Sayles has no present intent to exercise any Warrants or dispose of any shares of the Issuer's Common Stock but will monitor market conditions and may acquire or dispose of the Issuer's Common Stock held by Managed Accounts as Loomis Sayles deems appropriate and in the best interests of such Managed Accounts. Item 5. Interest in Securities of the Issuer. (a) and (b) Based on currently available information, it is believed that at Settlement the Managed Accounts (which include the Connecticut MFI Fund) beneficially will own (i) a total of 12,860,035 shares of Issuer's Common Stock representing approximately 38.4% of the outstanding shares of the Issuer's Common Stock, without taking into account Common Stock issuable in connection with the Warrants; and (ii) Warrants to purchase an approximate aggregate of 2,374,160 shares of the Issuer's Common Stock representing, when exercised and taken together with the Common Stock issued in the Exchange Transaction, approximately 41.9% of the Issuer's Common Stock. Based on currently available information, it is believed that at Settlement the Managed Account for the Connecticut MFI Fund beneficially will own (i) a total of 4,149,167 shares of the Issuer's Common Stock representing approximately 12.4% of the outstanding shares of the Issuer's Common Stock, without taking into account Common Stock issuable in connection with the Warrants and (ii) Warrants to purchase 766,000 shares of the Issuer's Common Stock representing, when exercised and taken together with the Common Stock issued in the Exchange Transaction, approximately 13.5% of the Issuer's Common Stock. Loomis Sayles has voting and/or dispositive power over the Issuer's Common Stock and Warrants held by the Managed Accounts. However, the owner of each of the separate Managed Accounts has the right to terminate its advisory agreement with Loomis Sayles upon advance written notice and, if any such advisory agreement is terminated, Loomis Sayles will lose the power to vote or dispose of the Issuer's Common Stock owned by such terminated account. Termination of an advisory agreement will be effective upon receipt or on some future Page 10 of 13 11 date as specified in a notice to Loomis Sayles, depending upon the terms of the particular advisory agreement. Currently, the Issuer's Common Stock and Warrants are held in Managed Accounts for the benefit of approximately 41 institutional investors (which number includes the Connecticut MFI Fund). (c) Other than the acquisition of the Issuer's Common Stock and Warrants on November 29, 1996 in connection with the closing of the Exchange Transaction described in subsections (a) and (b) above, neither Loomis Sayles nor, to the knowledge of Loomis Sayles, any affiliate of Loomis Sayles has engaged in any transaction with respect to the Issuer's Common Stock, Warrants or Debentures during the past 60 days. In addition, other than the acquisition of the Issuer's Common Stock and Warrants described in subsections (a) and (b) above on November 29, 1996 in connection with the closing of the Exchange Transaction, none of the Connecticut Funds, the Treasurer of the State of Connecticut (the "Treasurer") or the Chief Investment Officer for the Treasurer has engaged in any transaction with respect to the Issuer's Common Stock, Warrants or Debentures during the past 60 days. (d) The Common Stock and Warrants are owned by 41 Managed Accounts (which includes the Connecticut MFI Fund). The Connecticut MFI Fund beneficially owns 13.5% of the Issuer assuming the exercise of all Warrants. No Managed Account other than the Connecticut MFI Fund owns more than 5% of the Common Stock of the Issuer. (e) Not applicable. Page 11 of 13 12 SIGNATURE After due inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. Dated: December 4, 1996 LOOMIS, SAYLES & COMPANY, L.P. By Loomis Sayles & Company, Inc., General Partner By: /s/ Robert Blanding --------------------------------------------- Name: Robert J. Blanding Title: Chairman, President and Chief Executive Officer LOOMIS, SAYLES & COMPANY, INC. By: /s/ Robert Blanding --------------------------------------------- Name: Robert J. Blanding Title: Chairman, President and Chief Executive Officer (SIGNATURES CONTINUED) Page 12 of 13 13 (SIGNATURES CONTINUED) STATE OF CONNECTICUT COMBINED INVESTMENT FUNDS By: * ------------------------------------- STATE OF CONNECTICUT MUTUAL FIXED INCOME FUND By: * ------------------------------------- TEACHERS' RETIREMENT SYSTEM By: * ------------------------------------- CONNECTICUT STATE EMPLOYEES' RETIREMENT SYSTEM By: * ------------------------------------ *By /s/ Robert Blanding -------------------------- Robert J. Blanding Attorney-in-Fact Page 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----