SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE TO

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

LSI Logic Corporation

(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

502161-10-2
(CUSIP Number of Class of Securities’ Underlying Common Stock)

David G. Pursel
Vice President, General Counsel and Corporate Secretary
LSI Logic Corporation
1551 McCarthy Boulevard
Milpitas, California 95035
(408) 433-8000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)

Copies to:
Michael A. Occhiolini, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$37,717,485.00	$3,470.01

(1)

Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 48,448,408 shares of common stock of LSI Logic Corporation having an aggregate value of $37,717,485.00 as of August 16, 2002 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $92 for each $1,000,000 of the value of the transaction.

(2)

Previously paid.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not applicable.
Form or Registration No.:	Not applicable.
Filing party:	Not applicable.
Date filed:	Not applicable.

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

  third party tender offer subject to Rule 14d-1.

  issuer tender offer subject to Rule 13e-4.

  going-private transaction subject to Rule 13e-3.

  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  

TABLE OF CONTENTS

	Item 12. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT (A)(1)(K)
EXHIBIT (A)(1)(L)

         This Amendment No. 1 to a Tender Offer Statement on Schedule TO (the “Statement”) amends and supplements the Statement originally filed by LSI Logic Corporation, a Delaware corporation (“LSI Logic” or the “Company”), in connection with its offer to exchange (the “Exchange Offer”) options to purchase an aggregate of 48,448,408 shares of the Company’s common stock, whether vested or unvested, that have been granted under its 1991 Equity Incentive Plan and 1999 Nonstatutory Stock Option Plan (the “Eligible Options”) and that are held by eligible employees. These Eligible Options may be exchanged for new options that will be granted under the Company’s 1999 Nonstatutory Stock Option Plan (the “New Options”), upon the terms and subject to the conditions set forth in (i) the Offer to Exchange, dated August 20, 2002, as amended and supplemented by the Supplement to Offering Circular, dated August 23, 2002 (as amended and supplemented the “Offer to Exchange”), (ii) the related letter from Wilfred J. Corrigan dated August 20, 2002, (iii) the list of Frequently Asked Questions, as amended and supplemented by the supplement to the list of Frequently Asked Questions dated August 23, 2002, (iv) the Election Form, and (v) the Withdrawal Form. These documents, as they may be amended or supplemented from time to time, together constitute the “Disclosure Documents”. An “eligible employee” refers to all persons who are employees hired on or before 5:00 p.m., Pacific Time, on August 15, 2002, and who receive pay as regular employees of LSI Logic or one of its subsidiaries in the United States, Germany, Hong Kong, Japan, The People’s Republic of China or the United Kingdom and remain employees through the date on which the New Options are granted, except members of the Company’s Board of Directors and the Company’s executive officers.

         The information in the Disclosure Documents, including all schedules and annexes to the Disclosure Documents, is incorporated by reference in answer to the items required in this Schedule TO. Except as amended hereby, all of the terms of the Exchange Offer and all disclosure set forth in the statement remain unchanged.

-2-

Item 12. Exhibits.

         Item 12 hereby is amended and supplemented to add the following exhibits:

(a)	(1)	(k)	Supplement to Offer to Exchange dated August 23, 2002.
		(l)	Supplement to List of Frequently Asked Questions dated August 23, 2002.

-5-

SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.

	LSI Logic Corporation
	/s/ Wilfred J. Corrigan
	Wilfred J. Corrigan Chairman and Chief Executive Officer
Date: August 23, 2002

INDEX TO EXHIBITS

Exhibit
Number	Description
(a)(1)(k)	Supplement to Offer to Exchange dated August 23, 2002.
(a)(1)(l)	Supplement to List of Frequently Asked Questions dated August 23, 2002.

EX-99.(A)(1)(K)

Exhibit (a)(1)(k)

SUPPLEMENT TO OFFER TO EXCHANGE

LSI LOGIC CORPORATION

Offer to Exchange

Outstanding Options Under Our 1991 Equity Incentive Plan and 1999 Nonstatutory

Stock Option Plan for New Options Under Our

1999 Nonstatutory Stock Option Plan

     This offer and withdrawal rights expire at 5:00 p.m., Pacific Time, on September 18, 2002, unless we extend the offer.

      This supplement amends and supplements our offer to exchange, dated August 20, 2002, relating to our offer to allow you to exchange your outstanding options to purchase shares of our common stock, whether vested or unvested, granted under either our 1991 equity incentive plan or our 1999 nonstatutory stock option plan for new non-qualified stock options that we will grant under the 1999 nonstatutory stock option plan. You are eligible to participate in the exchange offer if you are an employee hired on or before 5:00 p.m., Pacific Time, on August 15, 2002, who receives pay as a regular employee of LSI Logic or one of our subsidiaries in the United States, Germany, Hong Kong, Japan, The People’s Republic of China or the United Kingdom. Our directors and executive officers are ineligible to participate in the exchange offer.

      Your new option will cover 2 shares of our common stock for every 3 shares covered by an option that you elect to exchange, rounded up to the nearest whole share. The exercise price per share of the new options will be equal to 100% of the fair market value of our common stock on the date of grant.

      We will grant the new options on the first business day that is 6 months and 1 day after the date on which we cancel the options accepted for exchange. We refer to this date as the new option grant date. We expect the new option grant date to be March 20, 2003. Each new option will be subject to a new vesting schedule that will begin on the new option grant date.

      See page 2 of this supplement for a discussion of the changes that we have made to the offer to exchange.

     Except for those changes discussed below, the other terms and conditions of the offer to exchange and the discussions in the original offer to exchange, dated August 20, 2002, remain the same. This supplement must be read in conjunction with the original offer to exchange and the other option exchange program documents; collectively, they contain the terms and conditions of the offer to exchange.

IMPORTANT

      If you wish to exchange your options, you must complete and sign the election form by following its instructions, and fax or, upon prior arrangement, hand deliver it to Stock Administration at fax number (408) 954-4633 before 5:00 p.m., Pacific Time, on September 18, 2002.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this offer to exchange. Any representation to the contrary is a criminal offense.

      You should direct questions about the offer or requests for additional copies of this supplement, the offer to exchange and the other option exchange program documents to Stock Administration, LSI Logic Corporation, 1551 McCarthy Blvd., Milpitas, CA 95035, telephone number (408) 433-6644.

The date of this supplement to offer to exchange is August 23, 2002.

     The section captioned “Summary Term Sheet” in our original offer to exchange, dated August 20, 2002, is amended to add the following:

Q34:

If I choose not to participate in this offer, will my manager be able to recommend a stock option grant for me between now and March 20, 2003?

A34:

The granting of stock options must be approved by the board of directors. At the August 2002 meeting, the board approved this offer to exchange options. Except for new hire grants, the board did not approve any grants for employees eligible to participate in the exchange in August. Many companies, including LSI Logic, are now reviewing stock option programs in light of increased ongoing discussion in Congress, and with Federal agencies, investor groups and the stock exchanges. An employee should not expect to receive a stock grant between now and March 20, 2003, if the employee decides not to participate in the current Offer to Exchange.

EX-99.(A)(1)(L) 4 f83683a1exv99wxayx1yxly.htm EXHIBIT (A)(1)(L)

Exhibit (a)(1)(l)

LSI LOGIC CORPORATION

Supplement to
Frequently Asked Questions

Regarding the Offer to Exchange
Outstanding Options Under Our 1991 Equity Incentive Plan and 1999
Nonstatutory Stock Option Plan for New Options Under Our
1999 Nonstatutory Stock Option Plan

	The following question supplements the original list of questions that we previously distributed to you and that is designed to provide answers to commonly asked questions about the exchange offer. We urge you to carefully read the following question and answer as well as the original list of questions and answers, the Offer to Exchange, the letter from Wilfred J. Corrigan dated August 20, 2002 and the Stock Option Exchange Offer Election and Withdrawal Forms. The offer is made subject to the terms and conditions of these documents as they may be amended. The information in this supplement and the original list of questions is not complete. Additional important information is contained in the remainder of the offer documents.
Q34.	If I choose not to participate in this offer, will my manager be able to recommend a stock option grant for me between now and March 20, 2003?
A34.	The granting of stock options must be approved by the board of directors. At the August 2002 meeting, the board approved this offer to exchange options. Except for new hire grants, the board did not approve any grants for employees eligible to participate in the exchange in August. Many companies, including LSI Logic, are now reviewing stock option programs in light of increased ongoing discussion in Congress, and with Federal agencies, investor groups and the stock exchanges. An employee should not expect to receive a stock grant between now and March 20, 2003, if the employee decides not to participate in the current Offer to Exchange.

This supplement is dated August 23, 2002.

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EX-99.(A)(1)(L)

Exhibit (a)(1)(l)