Cendant buys back $852 million convertibles

New York, April 21 - Cendant Corp. said it retired $852 million carrying value of its convertibles during the first quarter.

The total was made up of $456 million carrying amount of its zero-coupon convertible debentures due May 2021 leaving $401 million carrying value outstanding and $396 million of its 3 7/8% convertible senior debentures due November 2011 leaving $804 million outstanding.

The retirements were part of $2.3 billion of reductions during the quarter or $163 million net of balance sheet cash.

Millennium drops plans for put sweetener

New York, April 21 - Millennium Pharmaceuticals, Inc. said it has dropped plans to add a sweetener to its 4.5% convertible senior notes due June 15, 2006 or 5% convertible subordinated notes due March 1, 2007 to discourage exercise of the upcoming put.

The Cambridge, Mass. biopharmaceutical company had previously said it was considering adding additional rights to the notes.

The notes are putable through 9.00 a.m. ET on April 29 at 109.5 for the 4.5% notes and 108.5 for the 5% notes. Millennium will also pay accrued interest through April 28.

Millennium assumed the approximately $600 million in principal amount of notes in connection with its merger with COR Therapeutics, Inc. on Feb. 12, 2002.

The upcoming put option was added a year ago as an incentive to discourage holders from participating in the change-of-control tender offer Millennium was required to make as part of its acquisition of COR.

Sanmina buys back $26 million convertibles

New York, April 21 - Sanmina SCI Corp. said it bought back $26 million of its zero-coupon convertible subordinated notes during the fiscal second quarter, ending March 29.

Including interest accruals, Sanmina said the buyback reduced its convertible debt by $28 million.

SGI offers to exchange convertibles for higher coupon debt

New York, April 21 - SGI announced an exchange offer for its $230 million 5.25% senior convertible notes due September 2004.

The Mountain View, Calif. high-performance computer company is offering new debt securities with a higher coupon and longer maturity in exchange for the existing convertibles.

SGI - previously known as Silicon Graphics, Inc. - said in a filing with the Securities and Exchange Commission that it does not expect to generate enough cash to be able to repay the existing convertibles at maturity. It had $141 million of cash at March 28.

Holders who participate will receive either new 11.75% senior notes due July 2009 that are not convertible into stock or new 6.5% senior convertible notes due July 2009 convertible at a price of $3.00 per share. The existing notes convert at $18.70. SGI stock closed at $1.48 Monday.

The 11.75% notes will be redeemable at 105 in 2003, declining to par in 2008. The 6.5% convertibles will be redeemable at par after three years subject to a 150% hurdle or at par with no hurdle after four years.

For either series of security the exchange will be on a one-for-one basis.

SGI will issue no more than $120 million of the new convertibles in the exchange. If more than $120 million of the old convertibles are tendered for new convertibles the company will issue the new convertibles on a pro rata basis.

The offer is subject to various conditions including that at least 90% principal amount of the existing convertibles are validly tendered and not withdrawn.

SGI said that Highfields Capital, which holds approximately $68 million principal amount or 29% of the existing notes, has agreed to tender and not to withdraw its notes in exchange for 11.75% senior notes.

The exchange expires at midnight ET on May 16 unless extended.

The information agent for the exchange is MacKenzie Partners (800 322-2885).

http://www.sec.gov/Archives/edgar/data/802301/000104746903013971/a2108762zs-4.htm

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