- Prospectus filed pursuant to Rule 424(b)(3) (424B3)
January 02 2009 - 9:08AM
Edgar (US Regulatory)
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PROSPECTUS
SUPPLEMENT NO. 4 DATED January 2, 2009
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Filed
Pursuant to Rule 424(b)(3)
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(To
Prospectus dated April 1, 2008)
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Registration
No. 333-150027
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$200,000,000
3% Convertible Senior
Subordinated Notes due 2038
and 4,470,273 Shares of
Common Stock
Issuable Upon Conversion of the
Notes
This prospectus supplement relates to resales by selling
securityholders of our 3% Convertible Senior Subordinated
Notes due 2038 and shares of our common stock issuable upon
conversion of the notes.
This prospectus supplement must be read in conjunction with the
Prospectus dated April 1, 2008
(the “Prospectus”).
SEE “RISK FACTORS” BEGINNING ON PAGE 7 OF THE
PROSPECTUS, AS THEY MAY BE MODIFIED AND INCORPORATED BY
REFERENCE, TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE
BUYING THE NOTES OR OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this prospectus supplement is January 2, 2009
TABLE OF CONTENTS
SELLING
SECURITYHOLDERS
The information in the table appearing in the Prospectus under
the heading “Selling Securityholders” is superseded by
the information appearing in the following table based on
information provided to us by the selling securityholders as of
January 2, 2009:
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Principal
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Number of
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Number of
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Amount of Notes
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Number of
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Shares of
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Principal
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Shares of
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Beneficially
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Shares of
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Common Stock
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Amount of Notes
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Common Stock
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Owned Prior to
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Common Stock
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Issuable Upon
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Beneficially
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Beneficially
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the Offering and
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Beneficially
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Conversion of the
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Owned Upon
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Owned Upon
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That May
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Owned Prior to
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Notes That May
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Completion of
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Completion of
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Selling Securityholder
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be Offered
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the Offering(1)
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be Offered(2)
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the Offering(3)
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the Offering(3)
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Absolute Strategies Fund(4)
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$
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392,000
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8,762
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8,762
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Arkansas PERS(5)
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$
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500,000
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11,176
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11,176
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Boilermakers Blacksmith Pension
Trust(5)
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$
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520,000
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11,623
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11,623
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Citadel Equity Fund, Ltd.(6)(7)
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$
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64,750,000
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1,514,301
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(8)
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1,447,247
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67,054
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Continental Assurance Company on behalf of its Separate
Account(E)(6)
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$
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100,000
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2,235
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2,235
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CSV Limited(9)
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$
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1,000,000
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22,351
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22,351
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DBAG London(6)(10)
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$
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31,200,000
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697,361
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697,361
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FPL Group Employees Pension Plan(5)
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$
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275,000
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6,147
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6,147
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Highbridge Convertible Arbitrage Master Fund, L.P.(11)
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$
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1,600,000
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35,762
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35,762
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Highbridge International LLC(12)
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$
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8,650,000
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388,751
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(13)
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193,339
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195,412
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Jabcap Multi Strategy Master Fund Limited(14)
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$
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10,125,000
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226,307
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226,307
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J-Invest Ltd(15)
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$
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2,375,000
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53,084
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53,084
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Merrill Lynch, Pierce, Fenner & Smith Incorporated(6)
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$
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500,000
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21,232
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(16)
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11,176
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10,056
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SSI Hedged Convertible Opportunity Fund(4)
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$
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1,170,000
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26,151
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26,151
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Tamalpais Global Partners Master Fund Ltd.(17)
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$
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2,155,000
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148,130
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(18)
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48,167
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99,963
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United Technologies Corporation Master Retirement Trust(4)
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$
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383,000
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8,561
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8,561
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Viacom, Inc. Pension Plan
Master Trust(4)
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$
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55,000
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1,229
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1,229
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Vicis Capital Master Fund(19)
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$
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6,000,000
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134,108
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134,108
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Visium Balanced Fund, LP(20)
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$
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4,470,000
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99,910
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99,910
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Visium Balanced Offshore Fund, Ltd.(20)
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$
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10,060,000
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224,854
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224,854
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Wells Fargo & Company(6)
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$
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1,000,000
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22,351
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22,351
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Xavex Convertible Arbitrage 5 (6)(21)
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$
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350,000
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7,823
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7,823
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All other holders of notes or future transferees, pledges,
donees, assignees or successors of any such
holders (22)(23)
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$
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52,370,000
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1,170,538
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1,170,538
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(1)
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Shares in this column include the maximum number of shares of
common stock issuable upon conversion of the notes and a maximum
number of additional shares as described in footnotes (8), (13),
(16) and (18) below.
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(2)
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Assumes conversion of all of the securityholders’ notes at
a conversion rate of approximately 22.3513 shares of common
stock per $1,000 principal amount of the notes. This conversion
rate is subject to adjustment, however, as described under
“Description of the Notes — Conversion
Rights.” As a result, the number of shares of common stock
issuable upon conversion of the notes may increase or decrease
in the future.
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(3)
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Assumes that each selling securityholder will sell all of the
notes and common stock issuable upon conversion of the notes
owned by the selling securityholder and covered by this
Prospectus and will retain all other securities of the Company
held by it other than those covered by this Prospectus.
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(4)
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John Gottfurcht, Amy Jo Gottfurcht and George Douglas are the
shareholders of SSI Investment Management, which has ultimate
voting and dispositive power over the securities stated as
beneficially owned by this selling securityholder.
Messrs. Gottfurcht and Douglas and Ms. Gottfurcht
disclaim beneficial ownership of the securities stated as
beneficially owned by this selling securityholder.
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(5)
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Ann Houlihan may be deemed to exercise voting power or
investment control over the securities stated as beneficially
owned by this selling securityholder.
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(6)
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This selling securityholder is, or is an affiliate of, a
registered broker-dealer. Each selling securityholder that is a
registered broker-dealer or affiliated with a registered
broker-dealer has represented to us that the notes and shares of
common stock issuable upon conversion of the notes held by it
were purchased in the ordinary course of business and that at
the time of purchase, it did not have any agreements or
understandings, directly or indirectly, with any person to
distribute the notes held by it or the shares of common stock
issuable upon conversion of the notes held by it. To the extent
that we become aware that such entities did not acquire their
notes or underlying common stock in the ordinary course of
business, or did have such an agreement or understanding, we
will file a supplement to the Prospectus to designate such
affiliate as an “underwriter” within the meaning of
the Securities Act.
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(7)
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Citadel Limited Partnership, or CLP, is the trading manager of
Citadel Equity Fund Ltd., or CEF, and consequently has
investment discretion over securities held by CEF. Citadel
Investment Group, L.L.C., or CIG, controls CLP. Kenneth C.
Griffin controls CIG and therefore has ultimate investment
discretion over securities held by CEF. CLP, CIG and
Mr. Griffin each disclaim beneficial ownership of the
securities held by CEF. Goldman Sachs, Credit Suisse and
Deutsche Bank Securities are the beneficial owners of
$23,250,000, $11,800,000 and $29,700,000 principal amount of
notes, respectively.
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(8)
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Includes a maximum of 67,054 shares of common stock
issuable upon conversion of $3,000,000 principal amount of
registered notes beneficially owned by this selling
securityholder.
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(9)
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Eric White may be deemed to exercise voting power or investment
control over the securities stated as beneficially owned by this
selling securityholder.
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(10)
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John Arnone may be deemed to exercise voting power or investment
control over the securities stated as beneficially owned by this
selling securityholder.
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(11)
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Highbridge Capital Management, LLC is the trading manager of
Highbridge Convertible Arbitrage Master Fund, L.P. and has
voting control and investment discretion over the securities
held by Highbridge Convertible Arbitrage Master Fund, L.P. Glenn
Dubin and Henry Swieca control Highbridge Capital Management,
LLC and have voting control and investment discretion over the
securities held by Highbridge Convertible Arbitrage Master Fund,
L.P. Each of Highbridge Capital Management, LLC, Glenn Dubin and
Henry Swieca disclaims beneficial ownership of the securities
held by Highbridge Convertible Arbitrage Master Fund, L.P.
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(12)
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Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC and has voting control and
investment discretion over the securities held by Highbridge
International LLC. Glenn Dubin and Henry Swieca control
Highbridge Capital Management, LLC and have voting control and
investment discretion over the securities held by Highbridge
International LLC. Each of Highbridge Capital Management, LLC,
Glenn Dubin and Henry Swieca disclaims beneficial ownership of
the securities held by Highbridge International LLC.
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(13)
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Includes a maximum of 195,412 shares of common stock
issuable upon conversion of $5,750,000 principal amount of 2025
Notes beneficially owned by this selling securityholder.
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(14)
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Jabre Capital Partners SA is the investment manager of Jabcap
Multi Strategy Master Fund Limited. Philippe Jabre is the sole
owner of Jabre Capital Partners SA and may be deemed to exercise
voting power or investment control over the securities stated as
beneficially owned by this selling securityholder.
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(15)
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Jabre Capital Partners SA is the investment manager of J-Invest
Ltd. Philippe Jabre is the sole owner of Jabre Capital Partners
SA and may be deemed to exercise voting power or investment
control over the securities stated as beneficially owned by this
selling securityholder.
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(16)
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Includes a maximum of 10,056 shares of common stock
issuable upon conversion of $503,000 principal amount of 2023
Notes beneficially owned by this selling securityholder.
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(17)
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Paul Giordano may be deemed to exercise voting power or
investment control over the securities stated as beneficially
owned by this selling securityholder.
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(18)
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Includes a maximum of 99,963 shares of common stock
issuable upon conversion of $5,000,000 principal amount of 2023
Notes beneficially owned by this selling securityholder.
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(19)
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Vicis Capital LLC is the investment manager of this selling
securityholder. Shad Stastney, John Succo and Sky Lucas control
Vicis Capital LLC and therefore may be deemed to exercise voting
power or investment control over the securities stated as
beneficially owned by this selling securityholder. Each of Shad
Stastney, John Succo and Sky Lucas disclaim beneficial ownership
of any of the securities offered by this selling securityholder.
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(20)
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Visium Asset Management, LLC, or VAM, is the investment adviser
to the selling securityholder. Mark Gottlieb is a member of
VAM and as Chief Compliance Officer has been granted authority
to exercise voting power or investment control over the
securities stated as beneficially owned by this selling
securityholder.
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(21)
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Ramius Capital is the investment adviser of Xavex Convertible
Arbitrage 5, or Xavex, and consequently has voting control and
investment discretion over securities held by Xavex. Ramius
Capital disclaims beneficial ownership of the shares held by
Xavex. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
Jeffrey M. Solomon are the sole managing members of
C4S & Co., L.L.C., the sole managing member of Ramius
Capital. As a result, Messrs. Cohen, Stark, Strauss and
Solomon may be considered beneficial owners of any shares deemed
to be beneficially owned by Ramius Capital. Messrs. Cohen,
Stark, Strauss and Solomon disclaim beneficial ownership of
these shares.
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(22)
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Information about other selling securityholders will be set
forth in prospectus supplements or amendments, if required.
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(23)
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Assumes that any other holders of the notes or any future
pledges, donees, assignees, transferees or successors of or from
any other such holders of the notes do not beneficially own any
shares of common stock other than the common stock issuable upon
conversion of the notes at a conversion rate of approximately
22.3513 shares of common stock per $1,000 principal amount
of the notes.
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4
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