Filed Pursuant to Rule 424(b)(3)
Registration No. 333-81434
PROSPECTUS SUPPLEMENT DATED JULY 11, 2002
(To Prospectus filed on April 30, 2002)
LSI LOGIC CORPORATION
PROSPECTUS
$490,000,000
(aggregate principal amount)
4.00 % Convertible Subordinated Notes due 2006 and
the Common Stock Issuable Upon Conversion of the Notes
This Prospectus Supplement together, with the Prospectus listed above, is
to be used by certain holders of the above-referenced securities or by their
transferees, pledgees, donees or their successors in connection with the offer
and sale of the above referenced securities.
The table captioned "Selling Securityholders" commencing on page 41 of the
Prospectus is hereby amended to reflect the following additions and changes.
PRINCIPAL
AMOUNT AT
MATURITY OF NUMBER OF PERCENTAGE
NOTES SHARES OF OF COMMON
BENEFICIALLY PERCENTAGE COMMON STOCK STOCK
OWNED THAT MAY OF NOTES THAT MAY BE OUTSTANDING
NAME BE SOLD OUTSTANDING SOLD(1) (2)
---- -------------- ----------- ------------ -----------
Alpha U.S. Sub Fund VIII, LLC 1,750,000 * 66,441 *
Argent LowLev Convertible Arbitrage Fund LLC 100,000 * 3,796 *
Argent LowLev Convertible Arbitrage Fund Ltd. 1,300,000 * 49,356 *
Clinton Multistrategy Master Fund, Ltd. 12,750,000 2.6% 484,073 *
Clinton Riverside Convertible Portfolio Limited 13,750,000 2.8% 522,039 *
Deephaven Domestic Convertible Trading Ltd. 36,750,000 7.5% 1,395,269 *
Goldman Sachs and Company 9,170,000 1.9% 348,152 *
Highbridge International LLC 40,500,000 8.2% 1,537,643 *
IDEX -- Transamerica Convertible Fund 80,000 * 3,037 *
KBC Financial Products (Cayman Islands) Limited 18,300,000 3.7% 694,787 *
Lincoln National Global Asset Allocation Fund, Inc. 86,000 * 3,265 *
Lyxor Master Fund Ref: Argent/LowLev CB 400,000 * 15,186 *
Man Convertible Bond Master Fund, Ltd. 6,359,000 1.3% 241,429 *
Putnam Asset Allocation Funds --
Balanced Portfolio 710,000 * 26,956 *
Putnam Asset Allocation Funds --
Conservative Portfolio 554,000 * 21,033 *
Putnam Convertible Income-Growth Trust 4,800,000 1.0% 182,239 *
Putnam Convertible Opportunities and
Income Trust 180,000 * 6,833 *
Putnam Variable Trust -- Putnam VT
Global Asset Allocation Fund 170,000 * 6,454 *
RCG Baldwin LP 1,267,000 * 48,103 *
RCG Halifax Master Fund, Ltd. 475,000 * 18,034 *
RCG Multi Strategy L.P. 905,000 * 34,359 *
Ramius LP 633,000 * 24,032 *
St. Thomas Trading, Ltd. 18,794,000 3.8% 713,542 *
Teachers Insurance and Annuity Association 13,500,000 2.8% 512,547 *
Transamerica Life Insurance & Annuities Co. 6,000,000 1.2% 18,603,591 *
Transamerica Premier High Yield Fund 500,000 * 18,983 *
UBS Global Equity Arbitrage Master Ltd. 500,000 * 18,983 *
Zurich Institutional Benchmark Master Fund Ltd. 200,000 * 7,593 *
* Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price of
approximately $26.339 per share of common stock. However, this
conversion price will be subject to adjustment as described under
"Description of Notes-Conversion Rights". As a result, the amount of
common stock issuable upon conversion of the notes may increase or
decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using
369,432,477 shares of common stock outstanding as of April 5, 2002. In
calculating this amount, we treated as outstanding the number of shares
of common stock issuable upon conversion of all of that particular
holder's notes. However, we did not assume the conversion of any other
holder's notes.