High Yield Calendar

Total amount of dollar-denominated high-yield bond offerings being marketed: $5.09 billion

WEEK OF DEC. 1

ISTAR FINANCIAL INC. $400 million senior notes (Ba1/BB+): $250 million due 2010, T+50 make-whole call, price talk 6 1/8%-6 ¼%, and $150 million due 2013, non-callable for five years, three-year 35% equity clawback, price talk 6 5/8%-6 ¾%; Deutsche Bank Securities (books), Banc of America Securities (co-lead), Bear, Stearns & Co., Fleet Securities, Goldman, Sachs & Co., Lehman Brothers (co's); public offering; to repay existing debt; ; conference call Thursday; pricing Friday morning

GRANITE BROADCASTING CORP.: $300 million first lien notes due 2010 (B3/CCC); JP Morgan, Banc of America Securities, Goldman Sachs & Co.; Rule 144A; non-callable for three years; first lien on all assets except accounts receivable, second lien on accounts receivable; to repay bank debt and to call 10 3/8% notes and 9 3/8% notes at par; New York City-based owner and operator of eight network-affiliated TV stations; roadshow started Nov. 24; pricing week of Dec. 1.

WEEK OF DEC. 8

VALEANT PHARMACEUTICALS INTERNATIONAL: $275 million senior notes due 2011 (BB-); Bear Stearns (books), Goldman Sachs, Banc of America Securities (co's); Rule 144A; non-callable for four years; to retire outstanding 6½% convertible subordinated notes due 2008 and for general corporate purposes, including potential acquisitions; Costa Mesa, Calif.-based pharmaceutical company; roadshow started Dec. 1; pricing Dec. 8.

EQUINOX HOLDINGS: $150 million senior notes due 2009 (B3 expected/B- confirmed); Merrill Lynch & Co., UBS Investment Bank (joint), Wachovia Securities (co); Rule 144A; non-callable for three years; also a $25 million revolving credit facility; to repay debt and for general corporate purposes; exercise and fitness company is headquartered in New York City; roadshow Dec. 1-9; pricing Dec. 9.

UNITED AGRI PRODUCTS INC.: $215 million senior notes due 2011 (B2/expected B); UBS Investment Bank (books), Goldman Sachs & Co., Bear Stearns & Co. (co's); Rule 144A; non-callable for four years; to help support Apollo Management LP's $600 million acquisition of the company from ConAgra Foods Inc. in a management led buyout; Greeley, Colo. developer and distributor of crop production products and services to growers; roadshow started Dec. 2; pricing Dec. 10 or 11.

THL BEDDING CO.: $340 million senior subordinated notes due 2013 (Caa1/B-); Goldman Sachs & Co., Deutsche Bank Securities, UBS Investment Bank (joint); Rule 144A/Regulation S (with registration rights); non-callable for five years; to fund the acquisition of Simmons Holdings from Fenway Partners (THL Bedding will be merged into Simmons Co.); Atlanta mattress manufacturer; roadshow started Dec. 2; expected to price Thursday Dec. 11.

BOMBARDIER RECREATIONAL PRODUCTS: $200 million senior subordinated notes due 2013 (B3/B-); Merrill Lynch, UBS Investment Bank (books), Harris Nesbitt, RBC (co's); Rule 144A; non-callable for five years; to help fund C$1.185 billion LBO by Bain Capital; Montreal-based manufacturer of recreational products; roadshow started Dec. 3; pricing Dec. 11.

COUCHE-TARD INC.: $340 million senior subordinated notes 2013 (Ba3/B); CIBC World Markets, Scotia Capital (joint); Rule 144A; non-callable for five years; to help fund acquisition of Circle K convenience store chain from Conoco Phillips; Couche-Tard is a convenience store chain operating in Canada and upper midwestern U.S.; roadshow Dec. 1-12; pricing Dec. 12.

SHIP FINANCE INTERNATIONAL LTD. (FRONTLINE LTD.): $580 million 10-year senior notes (expected ratings B2/B); Jefferies & Co. (books), Citigroup (co); Rule 144A; non-callable for five years; also $1.06 billion credit facility; to fund acquisition of 47 vessels from Frontline and a related refinancing of the vessels' senior secured indebtedness; oil tanker shipping business based in Oslo, Norway; roadshow Dec. 1-12; pricing Dec. 12.

SBA TELECOMMUNICATIONS INC.: $200 million (proceeds) senior discount notes due 2011; Rule 144A; Lehman Brothers (books), Citigroup, Deutsche Bank Securities, Merrill Lynch & Co., TD Securities (co's); to fund tender for up to $153.3 million of 12% senior discount notes due 2008, to repurchase and/or redeem 12% senior discount notes and/or 10¼% senior notes due 2009 and/or repay senior credit facility debt; subsidiary of SBA Communications Corp., a Boca Raton, Fla.-based operator of wireless communications infrastructure.

TELENET COMMUNICATIONS: €400 million in senior notes due 2013 in dollar and euro tranches (B3/B-); JP Morgan, Goldman Sachs & Co., Merrill Lynch & Co., Royal Bank of Scotland (joint); Rule 144A; non-callable for five years; three-year 35% equity clawback; guaranteed on a senior subordinated basis by certain subsidiaries; to repay bank debt, refinance seller note and general corporate purposes; Mechelen, Belgium-based communications company; roadshow started Dec. 2 in Europe, Dec. 8 in U.S.; pricing expected Dec. 8 week.

WMC FINANCE CO.: $250 million senior notes due 2008 (B2/B-); Credit Suisse First Boston, Merrill Lynch & Co. (joint), Lehman Brothers (co); Rule 144A; non-callable for three years; to fund a dividend payment and general corporate purposes; Woodland Hills, Calif.-based on-line lender that originates and sells mortgage loans; roadshow started Dec. 2; pricing week of Dec. 8.

KRATON POLYMERS LLC/CAPITAL CORP.: $230 million senior subordinated notes due 2013 (B3/B); Goldman Sachs & Co., UBS Investment Bank (joint), Credit Suisse First Boston, Morgan Stanley; Rule 144A; make-whole call for first five years, then at a premium; three-year 35% equity clawback; to help fund LBO by Texas Pacific Group from Ripplewood Holdings LLC; Houston specialty chemicals company; roadshow started Wednesday; pricing Dec. 11 or 12.

SENSUS METERING SYSTEMS INC.: $225 million subordinated notes due in 2013 (Caa1/B-); Credit Suisse First Boston, Goldman Sachs (joint); Rule 144A (with registration rights); T+50 basis points make-whole call for first five years, then callable at a premium; three-year 35% equity clawback; also $340 million senior secured bank credit facility; to help fund $650 million purchase of Invensys plc's metering business by Jordan Co. and GS Capital Partners; Raleigh, N.C. producer of water meters and automatic meter reading systems; roadshow started Dec. 3; pricing Dec. 11 or 12.

MARINER HEALTH CARE, INC.: $175 million senior subordinated notes due 2013 (B-); CIBC World Markets, JP Morgan, Lehman Brothers (joint books); Rule 144A; non-callable for five years; also $220 million credit facility to repay borrowings under credit facility and second priority secured notes, for and general corporate purposes; Atlanta, Ga.-based owner-operator of skilled nursing and assisted living facilities, and long-term acute care hospitals; roadshow started Dec. 3; pricing expected Dec. 12.

SWEETHEART CUP CO. INC.: $95 million of senior secured notes due 2007, callable immediately (expected ratings Caa1/CCC); Jefferies & Co.; Rule 144A; callable immediately upon closing; to repay part of credit facility and to redeem the 12% senior notes due 2004; Owings Mills, Md. converter and marketer of disposable food service products; roadshow started Dec. 3; pricing late Dec. 8 week or early Dec. 15 week.

LAND O'LAKES, INC.: $150 million senior secured second lien notes due 2010; JP Morgan; Rule 144A; non-callable for four years; to repay debt; Arden Hills, Minn.-based farmer-owned food and agricultural cooperative; roadshow starts Dec. 8; pricing Dec. 12 or 15.

VIASYSTEMS GROUP INC.: $200 million senior subordinated notes due 2009; Goldman Sachs & Co. (books), Lehman Brothers, JP Morgan (co's); Rule 144A; non-callable for three years; to repay bank debt; St. Louis-based electronics manufacturing services company; roadshow starts Dec. 5; pricing expected Dec. 12.

WEEK OF DEC. 15

BLUE RIDGE PAPER PRODUCTS INC.: $125 million senior secured notes due 2008; Jefferies & Co.; Rule 144A; non-callable for three years; to repay bank debt; Canton, N.C.-based paper products and packaging manufacturer; roadshow Dec. 3-15.

GREAT LAKES DREDGE & DOCK CORP.: $170 million senior subordinated notes due 2013 (B3/B-); Lehman Brothers, Credit Suisse First Boston, Banc of America Securities; Rule 144A; non-callable for five years; to help fund LBO by Madison Dearborn Partners LLC from Ventura Holding Co. LLC; Oak Brook, Ill. provider of dredging services; roadshow starts Dec. 5; pricing early in the Dec. 15 week.

GLOBAL MOTORSPORT GROUP INC.: $85 million senior secured notes due 2008; Jefferies & Co.; Rule 144A; non-callable for three years; to repay bank debt; Morgan Hill, Calif.-based aftermarket supplier of motorcycle parts; roadshow started Dec. 3; pricing Dec. 17.

EL POLLO LOCO, INC.: $110 million senior secured notes due 2009 (B2); Jefferies & Co.; Rule 144A; non-callable for three years; to refinance existing bank loan and to pay $70 million dividend; Los Angeles-based chicken restaurant chain; roadshow starts Dec. 8; pricing Dec. 18.

DECEMBER BUSINESS

NEXSTAR FINANCE LLC/NEXSTAR FINANCE INC.: $125 million senior subordinated notes due 2013 (B3/B-); Banc of America, Bear Stearns & Co., Lehman Brothers, UBS Investment Bank; Rule 144A; non-callable for five years; to fund acquisition of Quorum Broadcast Holdings, sponsored by Abry Partners; Nexstar is based in Irving Texas; possible December business.

ON THE HORIZON

GOODYEAR TIRE & RUBBER CO.: $250 million (minimum) of new debt securities; to repay bank debt; anticipated to close by Dec. 31.

RESOURCE AMERICA, INC.: $30 million of 12% senior notes due 2008; Bear Stearns and Friedman Billings Ramsey (joint); registered; callable on Aug. 1, 2006 at 106; Philadelphia-based oil and natural gas company.

http://www.sec.gov/Archives/edgar/data/83402/000095011603002731/s-3a.txt

LOEWS CINEPLEX THEATRES: senior subordinated notes; Rule 144A; coming with senior credit facility and IPO; IPO via Goldman Sachs, Citigroup, Credit Suisse First Boston and Merrill Lynch; to repay debt and for general corporate purposes; motion picture exhibitor headquartered in New York City.

CARMIKE CINEMAS, INC.: $250 million; to help retire its $155 million of public bonds and $197 million term loan.

SEAT PAGINE GIALLE: €1.2 billion bonds; to help fund €6 billion LBO by BC Partners, CVC, Investitori Associati and Permira.

MB TECH, INC.: high-yield non-convertible bond; to acquire the U.S. and German operating subsidiaries of Willtek, Inc. (Korea); Los Angeles-based manufacturer and distributor of satellite components.

EMERGING MARKETS CORPORATE OFFERINGS

RELIANCE INDUSTRIES: $750 million bond due 2008 (existing ratings Ba2/BB); Credit Suisse First Boston; Regulation S; diversified Indian company.

PRIVATBANCK: $150 million three-year notes (B-); Credit Suisse First Boston; Ukrainian bank.

AXTEL SA: $150 million senior notes due 2013 (B2/B); Credit Suisse First Boston; Rule 144A; non-callable for five years; to refinance debt; CLEC based in San Pedro Garza García, Mexico, using fiber optic, wireless and radio technology; roadshow started Dec. 2; pricing expected Dec. 8 week.

TELEMAR: $300 million notes due 2013 (Baa3); JP Morgan; Rule 144A/Regulation S (with registration rights); non-callable for five years; for general corporate purposes; holding company for Rio de Janeiro, Brazil-based fixed wireline and cellular telephone company Tele Norte Leste Participacoes; roadshow started Dec. 3 in London, U.S. Dec. 4-9; pricing middle of Dec. 8 week.

EMERGING MARKETS OFFERINGS ON THE HORIZON

PHILIPPINE NATIONAL BANK: $140 million lower tier II sub bonds due 2013; JP Morgan; non-callable for five years; roadshow expected to start Nov. 14 in Manila, Nov. 17 in Singapore, Nov. 19 in Hong Kong.

FILINVEST LAND INC.: $100 million bonds due 2008 (unrated); JP Morgan; to refinance debt and fund capital expenditures; Philippine homebuilder; price talk 9 ¼%-9 ½%.

PT BANK MANDIRI: up to $400 million of new debt securities; expected first quarter of 2004.

ROADSHOWS

Started Nov. 24: GRANITE BROADCASTING CORP. $300 million; JP Morgan, Banc of America Securities, Goldman Sachs & Co.; Rule 144A; 7NC3

Dec. 1-12: COUCHE-TARD INC. $340 million; CIBC World Markets, Scotia Capital; Rule 144A; 10NC5

Dec. 1-12: SHIP FINANCE INTERNATIONAL LTD. (FRONTLINE LTD.) $580 million; Jefferies & Co.; Rule 144A; 10NC5

Started Dec. 1: VALEANT PHARMACEUTICALS INTERNATIONAL $275 million; Bear Stearns; Rule 144A; 8NC4

Dec. 1-9: EQUINOX HOLDINGS $150 million; Merrill Lynch & Co., UBS Investment Bank; Rule 144A; 8NC4

Started Dec. 2: UNITED AGRI PRODUCTS INC. $215 million; UBS Investment Bank; 8NC4

Started Dec. 2: SBA TELECOMMUNICATIONS INC. $200 million; Lehman Brothers; Rule 144A; 8NC4

Started Dec. 2: AXTEL SA $150 million; Credit Suisse First Boston; Rule 144A; 10NC5

Started Dec. 2 (Europe) Dec. 8 (U.S): TELENET COMMUNICATIONS euro 400 million; JP Morgan, Goldman Sachs & Co., Merrill Lynch & Co., Royal Bank of Scotland; Rule 144A; 10NC5

Started Dec. 2: THL BEDDING CO. $340 million; Goldman Sachs & Co., Deutsche Bank Securities, UBS Investment Bank; Rule 144A/Regulation S; 10NC5

Started Dec. 2: WMC FINANCE CO. $250 million; Credit Suisse First Boston, Merrill Lynch & Co.; Rule 144A; 5NC3

Started Dec. 3: MARINER HEALTH CARE, INC. $175 million; CIBC World Markets, JP Morgan, Lehman Brothers; Rule 144A; 10NC5

Dec. 3-15: BLUE RIDGE PAPER PRODUCTS INC. $125 million; Jefferies & Co.; Rule 144A; 5NC3

Started Dec. 3: GLOBAL MOTORSPORT GROUP INC. $85 million; Jefferies & Co.; Rule 144A; 5NC3

Started Dec. 3: BOMBARDIER RECREATIONAL PRODUCTS $200 million; Merrill Lynch, UBS Investment Bank; Rule 144A; 10NC5

Started Dec. 3: SWEETHEART CUP COMPANY INC. $95 million; Jefferies & Co.; Rule 144A; five-year maturity.

Started Dec. 3 in London, Dec. 4-9 in U.S.: TELEMAR $300 million; JP Morgan; Rule 144A/Regulation S; 10NC5

Started Dec. 3: KRATON POLYMERS LLC/CAPITAL CORP. $230 million; Goldman Sachs & Co., UBS Investment Bank; Rule 144A; 10NC5

Started Dec. 3: SENSUS METERING SYSTEMS INC. $225 million; Credit Suisse First Boston, Goldman Sachs; Rule 144A; 10NC5

Started early Dec.: BOMBARDIER RECREATIONAL PRODUCTS $200 million; Merrill Lynch; Rule 144A; 10-year

Starts Dec. 5: GREAT LAKES DREDGE & DOCK CORP. $170 million; Lehman Brothers, Credit Suisse First Boston, Banc of America Securities; Rule 144A; 10NC5

Starts Dec. 5: VIASYSTEMS GROUP INC. $200 million; Goldman Sachs & Co.; Rule 144A; 6NC3

Starts Dec. 8: LAND O'LAKES, INC. $150 million; JP Morgan; Rule 144A; 7NC4

Starts Dec. 8: EL POLLO LOCO, INC. $110 million; Jefferies & Co.; Rule 144A; 6NC3

RECENT SHELF FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION

COMPANHIA VALE DO RIO DOCE: $2 billion shelf filed Dec. 2 for debt securities; issued either by Companhia Vale do Rio Doce or Vale Overseas Ltd.; Rio de Janeiro iron ore producer will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1169446/000119312503088353/df3.htm

TRIARC COMPANIES, INC.: $2 billion shelf filed Dec. 4 for common stock, preferred stock, debt securities and warrants; securities may be issued as convertibles or units; New York restaurant operator will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/30697/000095014203002316/forms-3_1203.txt

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