Prospectus Supplement no. 1 to Prospectus dated March 8, 2007
Filed Pursuant to Rule 424(b)(7) of the Securities Act of 1933
relating to Registration No. 333-141157
relating to Registration No. 333-141157
11/4% Convertible Subordinated Notes due 2010
11/2% Convertible Subordinated Notes due 2012
Shares of Common Stock Issuable Upon Conversion of the Notes
11/2% Convertible Subordinated Notes due 2012
Shares of Common Stock Issuable Upon Conversion of the Notes
This prospectus supplement no. 1 dated March 29, 2007 to the prospectus dated March 8, 2007
relates to the resale by certain selling security holders of our 11/4% Convertible Subordinated Notes
due 2010, or the 2010 notes, and our 11/2% Convertible Subordinated Notes due 2012, or the 2012
notes, which we issued in a private placement in March 2007, and shares of our common stock
issuable upon conversion of the 2010 notes and 2012 notes. We refer to the 2010 notes and 2012
notes together as the notes.
You should read this prospectus supplement no. 1 in conjunction with the prospectus dated
March 8, 2007, which we refer to as the prospectus. This prospectus supplement no. 1 is not
complete without, and may not be delivered or used except in conjunction with, the prospectus,
including any amendments or supplements to it. This prospectus supplement no. 1 is qualified by
reference to the prospectus, except to the extent that the information provided by this prospectus
supplement no. 1 supersedes or supplements certain information contained in the prospectus.
Investing in the notes and the common stock issuable upon conversion of the notes involves a
high degree of risk. See “Risk Factors” beginning on page 8 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement no. 1 or the prospectus. Any representation to the contrary is a criminal
offense.
This prospectus supplement no. 1, together with the prospectus, constitutes the offer of up to
$100,000,000 principal amount of our 2010 notes, $100,000,000 principal amount of our 2012 notes,
and the shares of our common stock issuable upon conversion of those notes.
The section of the prospectus entitled “Selling Security Holders” is amended and restated in
its entirety to read as follows:
Selling Security Holders
On March 2, 2007, we issued and sold a total of $200,000,000 aggregate principal amount of the
notes in a private placement to Credit Suisse Securities (USA) LLC, which we refer to as the
initial purchaser. The initial purchaser has advised us that it resold the notes, in transactions
exempt from the registration requirements of the Securities Act of 1933, to “qualified
institutional buyers,” as defined in Rule 144A under the Securities Act of 1933, in compliance with
Rule 144A. The selling security holders, which term includes their transferees, pledgees, donees
and successors, may from time to time offer and sell pursuant to this prospectus any and all of the
notes and the shares of our common stock issuable upon conversion of the notes. Our registration of
the notes and the shares of common stock issuable upon conversion of the notes does not necessarily
mean that the selling security holders will sell all or any of the notes or common stock.
The notes and our shares of common stock to be issued upon conversion of the notes are being
registered pursuant to a registration rights agreement between the initial purchaser and us. In
that agreement, we undertook to file a registration statement with regard to the notes and our
shares of common stock issuable upon conversion of the notes and, subject to certain exceptions, to
keep that registration statement effective for up to two years. The registration statement of which
this prospectus is a part is intended to satisfy our obligations under that agreement.
The following table sets forth information with respect to the selling security holders and
the principal amount of notes and common stock beneficially owned by each selling security holder
that may be offered from time to time by each selling security holder pursuant to this prospectus.
The information in the tables is based on information provided by or on behalf of the selling
security holders on or prior to March 28, 2007, and may change over time. In particular, the
selling security holders identified below may have sold, transferred or otherwise disposed of all
or a portion of their notes since the date on which they provided to us information regarding their
holdings in transactions exempt from the registration requirements of the Securities Act of 1933.
The selling security holders may offer all, some or none of the notes or the common stock issuable
upon conversion of the notes.
We have assumed for purposes of the table below that the selling security holders will sell all of
their notes and all of our common stock issuable upon conversion of their notes pursuant to this
prospectus, and that any other shares of our common stock beneficially owned by the selling
security holders will continue to be beneficially owned.
The percentage of notes outstanding beneficially owned by each selling security holder is
based on $100,000,000 aggregate principal amount of 2010 notes outstanding and $100,000,000
aggregate principal amount of 2012 notes outstanding. The number of shares of common stock issuable
upon conversion of the notes shown in the table below assumes conversion of the full amount of
notes held by each selling security holder at the initial conversion rate of 105.0696 shares of
common stock per $1,000 principal amount of notes.
To our knowledge, none of the selling security holders has, or within the past three years has
had, any position, office or other material relationship with us or any of our affiliates.
| 2010 Notes | 2012 Notes | Common Stock | ||||||||||||||||||||||||||
| Common | ||||||||||||||||||||||||||||
| Principal | Principal | Common | Percentage | Stock | ||||||||||||||||||||||||
| Amount | Amount | Stock | of | Owned | ||||||||||||||||||||||||
| Name of | Beneficially | Beneficially | Owned | Common | after | |||||||||||||||||||||||
| Selling | Owned and | Percentage | Owned and | Percentage | Prior to | Stock Prior | Completion | |||||||||||||||||||||
| Security | Offered | of 2010 | Offered | of 2012 | the | to the | of the | |||||||||||||||||||||
| Holder | Hereby | Notes | Hereby | Notes | Offering | Offering | Offering | |||||||||||||||||||||
| (1) | (2) | Outstanding | (3) | Outstanding | (4) | (5) | (6) | |||||||||||||||||||||
Alexandra Global
Master Fund Ltd.
(7) |
$ | 1,000,000 | 1.0 | % | — | — | 105,069 | * | — | |||||||||||||||||||
Basso Fund Ltd. (8) |
$ | 30,000 | * | $ | 60,000 | * | 9,456 | * | — | |||||||||||||||||||
Basso Holdings Ltd.
(8) |
$ | 365,000 | * | $ | 730,000 | * | 115,050 | * | — | |||||||||||||||||||
Basso
Multi-Strategy
Holding Fund Ltd.
(8) |
$ | 105,000 | * | $ | 210,000 | * | 33,096 | * | — | |||||||||||||||||||
CALAMOS Growth &
Income Portfolio —
CALAMOS Advisors
Trust (9) |
$ | 55,000 | * | $ | 55,000 | * | 11,556 | * | — | |||||||||||||||||||
CALAMOS Growth &
Income Fund —
CALAMOS Investment
Trust (9) |
$ | 10,000,000 | 10.0 | % | $ | 10,000,000 | 10.0 | % | 2,101,392 | 1.3 | % | — | ||||||||||||||||
CC Arbitrage, Ltd.
(10) |
$ | 250,000 | * | $ | 250,000 | * | 52,534 | * | — | |||||||||||||||||||
CNH CA Master
Account, L.P. (11) |
$ | 4,000,000 | 4.0 | % | $ | 7,500,000 | 7.5 | % | 1,208,300 | * | — | |||||||||||||||||
Credit Suisse
Securities LLC (12)+ |
$ | 4,900,000 | 4.9 | % | $ | 16,400,000 | 16.4 | % | 2,237,982 | 1.4 | % | — | ||||||||||||||||
Forest Global
Convertible Master
Fund Ltd. (13) |
$ | 2,434,000 | 2.4 | % | $ | 3,246,000 | 3.2 | % | 596,794 | * | — | |||||||||||||||||
| 2010 Notes | 2012 Notes | Common Stock | ||||||||||||||||||||||||||
| Common | ||||||||||||||||||||||||||||
| Principal | Principal | Common | Percentage | Stock | ||||||||||||||||||||||||
| Amount | Amount | Stock | of | Owned | ||||||||||||||||||||||||
| Name of | Beneficially | Beneficially | Owned | Common | after | |||||||||||||||||||||||
| Selling | Owned and | Percentage | Owned and | Percentage | Prior to | Stock Prior | Completion | |||||||||||||||||||||
| Security | Offered | of 2010 | Offered | of 2012 | the | to the | of the | |||||||||||||||||||||
| Holder | Hereby | Notes | Hereby | Notes | Offering | Offering | Offering | |||||||||||||||||||||
| (1) | (2) | Outstanding | (3) | Outstanding | (4) | (5) | (6) | |||||||||||||||||||||
Forest Multi
Strategy Master
Fund SPC, on behalf
of its Multi
Strategy Segregated
Portfolio (13) |
$ | 42,000 | * | $ | 56,000 | * | 10,295 | * | — | |||||||||||||||||||
GPC LX, LLC (14)+ |
$ | 900,000 | * | — | — | 94,562 | * | — | ||||||||||||||||||||
Grace Convertible
Arbitrage Fund,
Ltd. (15) |
— | — | $ | 2,500,000 | 2.5 | % | 262,674 | * | — | |||||||||||||||||||
HFR CA Global
Opportunity Master
Trust (13) |
$ | 756,000 | * | $ | 1,007,000 | 1.0 | % | 185,237 | * | — | ||||||||||||||||||
HFR RVA Select
Performance Master
Trust (13) |
$ | 66,000 | * | $ | 88,000 | * | 16,180 | * | — | |||||||||||||||||||
Institutional
Benchmarks Master
Fund Ltd. (13) |
$ | 459,000 | * | $ | 612,000 | * | 112,529 | * | — | |||||||||||||||||||
Linden Capital LP
(16) |
— | — | $ | 1,500,000 | 1.5 | % | 157,604 | * | — | |||||||||||||||||||
LLT Limited (13) |
$ | 481,000 | * | $ | 641,000 | * | 117,887 | * | — | |||||||||||||||||||
Lyxor/Forest Fund
Limited (13) |
$ | 3,262,000 | 3.3 | % | $ | 4,350,000 | 4.4 | % | 799,789 | * | — | |||||||||||||||||
Piper
Jaffray & Co. # |
$ | 1,000,000 | 1.0 | % | $ | 1,000,000 | 1.0 | % | 210,139 | * | — | |||||||||||||||||
Ramius Master Fund,
Ltd. (17) |
$ | 630,000 | * | — | — | 66,193 | * | — | ||||||||||||||||||||
RCG Halifax Fund,
Ltd. (18) |
$ | 300,000 | * | — | — | 31,520 | * | — | ||||||||||||||||||||
RCG Latitude Master
Fund, Ltd. (18) |
$ | 1,920,000 | 1.9 | % | — | — | 201,733 | * | — | |||||||||||||||||||
Satellite
Convertible
Arbitrage
Masterfund LLC (19) |
— | — | $ | 5,000,000 | 5.0 | % | 525,348 | * | — | |||||||||||||||||||
SuttonBrook Capital
Portfolio LP (20) |
$ | 2,000,000 | 2.0 | % | $ | 5,000,000 | 5.0 | % | 735,487 | * | — | |||||||||||||||||
| 2010 Notes | 2012 Notes | Common Stock | ||||||||||||||||||||||||||
| Common | ||||||||||||||||||||||||||||
| Principal | Principal | Common | Percentage | Stock | ||||||||||||||||||||||||
| Amount | Amount | Stock | of | Owned | ||||||||||||||||||||||||
| Name of | Beneficially | Beneficially | Owned | Common | after | |||||||||||||||||||||||
| Selling | Owned and | Percentage | Owned and | Percentage | Prior to | Stock Prior | Completion | |||||||||||||||||||||
| Security | Offered | of 2010 | Offered | of 2012 | the | to the | of the | |||||||||||||||||||||
| Holder | Hereby | Notes | Hereby | Notes | Offering | Offering | Offering | |||||||||||||||||||||
| (1) | (2) | Outstanding | (3) | Outstanding | (4) | (5) | (6) | |||||||||||||||||||||
Tenor Opportunity
Master Fund, Ltd.
(21) |
$ | 2,250,000 | 2.3 | % | — | — | 236,406 | * | — | |||||||||||||||||||
Vicis Capital
Master Fund (22) |
$ | 3,500,000 | 3.5 | % | $ | 3,500,000 | 3.5 | % | 735,487 | * | — | |||||||||||||||||
Wolverine
Convertible
Arbitrage Funds
Trading Limited
(23) |
$ | 8,350,000 | 8.4 | % | — | — | 877,331 | * | — | |||||||||||||||||||
Xavex Convertible
Arbitrage 5 (18) |
$ | 150,000 | * | — | — | 15,760 | * | — | ||||||||||||||||||||
| * | Less than one percent. | |
| # | The selling security holder is a registered broker-dealer. | |
| + | The selling security holder is an affiliate of a registered broker-dealer. | |
| (1) | Information about other selling security holders, except for any future transferees, pledgees, donees and successors of the security holders named in the table above, will be set forth, if required, in additional supplements to the prospectus or in one or more reports filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | |
| (2) | The aggregate dollar amount of the 2010 notes listed in the table above together with information about other selling security holders set forth in additional supplements to the prospectus or in reports filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 may exceed $100,000,000 because certain persons listed herein and/or therein as selling security holders may have transferred their securities in transactions exempt from registration, in which case the transferees thereof may be listed herein, in another prospectus supplement or in a report filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 with respect to the same securities. | |
| (3) | The aggregate dollar amount of the 2012 notes listed in the table above together with information about other selling security holders set forth in additional supplements to the prospectus or in reports filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 may exceed $100,000,000 because certain persons listed herein and/or therein as selling security holders may have transferred their securities in transactions exempt from registration, in which case the transferees thereof may be listed herein, in another prospectus supplement or in a report filed with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 with respect to the same securities. | |
| (4) | Assumes conversion of all of the holder’s notes at a conversion rate of 105.0696 shares of common stock per $1,000 principal amount of the notes. This conversion rate is subject to adjustment as described under “Description of the Notes —Conversion of Notes —Conversion Rate Adjustments” beginning on page 40 of the prospectus. As a result, the number of shares of common stock issuable upon conversion of notes may increase or decrease in the future. Excludes fractional shares and additional shares of common stock that may be issued by us upon |
| the repurchase of the notes upon the occurrence of a fundamental change as described under “Description of the Notes—Conversion of Notes—Increase of Conversion Rate Upon Certain Fundamental Changes” beginning on page 38 of the prospectus. Holders will receive a cash adjustment for any fractional share amount resulting from conversion of the notes, as described under “Description of the Notes —Conversion of Notes —Conversion Procedures” beginning on page 43 of the prospectus. | ||
| (5) | Calculated based on Rule 13d-3(d)(i) of the Exchange Act. The percentage of shares of common stock beneficially owned by each holder named above stock is calculated based on 159,584,481 shares of common stock outstanding as of March 27, 2007. In calculating this amount for each holder, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that holder’s notes, but we did not assume conversion of any other holder’s notes. | |
| (6) | For purposes of computing the number and percentage of notes and shares of common stock to be held by the selling security holders after the completion of the offering, we have assumed for purposes of the table above that the selling security holders named above will sell all of their notes and all of the common stock issuable upon conversion of their notes offered by this prospectus, and that any other shares of our common stock beneficially owned by these selling security holders will continue to be beneficially owned. | |
| (7) | The selling security holder has indicated that Alexandra Investment Management, LLC, or Alexandra, a Delaware limited liability company, serves as investment adviser to the selling security holder. By reason of such relationship, Alexandra may be deemed to share dispositive power or investment control over the securities stated as beneficially owned by the selling security holder. Alexandra disclaims beneficial ownership of such securities. Mikhail A. Filimonov is a managing member of Alexandra. By reason of such relationship, Mr. Filimonov may be deemed to share dispositive power or investment control over the shares of common stock stated as beneficially owned by the selling security holder. Mr. Filimonov disclaims beneficial ownership of such shares of common stock. | |
| (8) | The selling security holder has indicated that Basso Capital Management, L.P., or Basso, is the investment manager to the selling security holder. Howard Fischer is a managing member of Basso GP LLC, the general partner of Basso. Mr. Fischer has ultimate responsibility for trading with respect to the selling security holder. | |
| (9) | The selling security holder has indicated that Calamos Advisors LLC is the investment advisor for the selling security holder. Nick Calamos is the Chief Investment Officer of the selling security holder and has sole investment and voting control over the selling security holder. | |
| (10) | The selling security holder has indicated that as investment manager under a management agreement, Castle Creek Arbitrage LLC may exercise dispositive and voting power with respect to the securities owned by the selling security holder. Castle Creek Arbitrage LLC disclaims beneficial ownership of such securities. Daniel Asher and Allan Weine are the managing members of Castle Creek Arbitrage LLC. Messrs. Asher and Weine disclaim beneficial ownership of the securities owned by CC Arbitrage Ltd. |
| (11) | The selling security holder has indicated that CNH Partners, LLC is its investment advisor and has sole voting and dispositive power over the notes and common stock issuable upon the conversion of the notes held by such selling security holder. Investment principals for the advisor are Robert Krail, Mark Mitchell, and Todd Pulvino. | |
| (12) | Jeff Andreski is the natural person with voting power or investment control over the notes and shares issuable upon conversion of the notes. | |
| (13) | The selling security holder has indicated that Forest Investment Management exercises voting and/or investment control with respect to the notes and the common stock underlying the notes. Forest Investment Management LLC is wholly owned by Forest Partners II LP, the sole general partner of which is Michael A. Boyd Inc., which is controlled by Michael A. Boyd. | |
| (14) | The selling security holder has indicated that the investment manager of the selling security holder is Wolverine Asset Management, LLC, or WAM. Christopher Gust is the portfolio manager that oversees the investment of the assets of the selling security holder on behalf of WAM. | |
| (15) | The selling security holder has indicated that the controlling entity of the selling security holder is Grace Brothers Management, L.L.C. The natural person that exercises sole voting power of the notes and shares issuable upon conversion of the notes is Michael D. Brailov | |
| (16) | The selling security holder has indicated that Linden GP LLC is the general partner of the selling security holder. Siu Min Wong is the managing member of Linden GP LLC and has investment control over the securities. | |
| (17) | The selling security holder has indicated that Ramius Advisors, L.L.C., or Ramius Advisors, is the investment adviser of the selling security holder and consequently has voting control and investment discretion over the securities held by the selling security holder. Ramius Capital Group, L.L.C., or Ramius Capital, is the sole member of Ramius Advisors and consequently Ramius Capital may be deemed to have voting control and investment discretion over securities held by the selling security holder. Ramius Capital disclaims beneficial ownership of the securities held by the selling security holder. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the 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 securities deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these securities. An affiliate of Ramius Capital is a NASD member. However, this affiliate will not sell any securities set forth in the table and will receive no compensation in connection with sales of securities set forth in the table. | |
| (18) | The selling security holder has indicated that Ramius Capital Group, L.L.C., or Ramius Capital, is the investment adviser of the selling security holder and consequently has voting control and investment discretion over the securities held by the selling security holder. Ramius Capital disclaims beneficial ownership of the securities held by the selling security holder. Peter |
| A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the 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 securities deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these securities. An affiliate of Ramius Capital is a NASD member. However, this affiliate will not sell any securities set forth in the table and will receive no compensation in connection with sales of securities set forth in the table. | ||
| (19) | The selling security holder has indicated that the discretionary investment manager of the selling security holder is Satellite Asset Management, L.P., or SAM. The controlling entity of SAM is Satellite Fund Management, LLC, or SFM. The managing members of SFM are Lief Rosenblatt, Mark Sonnino and Gabe Nechamkin. SAM, SFM and each named individual disclaims beneficial ownership of the securities. | |
| (20) | The selling security holder has indicated that SuttonBrook Capital Management LP is the investment manager of SuttonBrook Capital Portfolio LP. John London and Steven M. Weinstein are the natural persons with control and voting power over SuttonBrook Capital Management LP. | |
| (21) | The selling security holder has indicated that Robin Shah, a director of the selling security holder, has sole investment and voting control over the selling security holder. | |
| (22) | The selling security holder has indicated that Vicis Capital LLC is the investment manager of the selling security holder. Shad Stastney, John Stucco and Sky Lucas control Vicis Capital LLC equally, but disclaim individually ownership of the securities. | |
| (23) | The selling security holder has indicated that Robert Bellick has sole investment and voting control over the selling security holder. |
The date of this prospectus supplement no. 1 is March 29, 2007.