Convertibles Calendar

FEB. 9 WEEK

CITADEL BROADCASTING CORP. (Symbol: CDL): Rule 144A; $300 million of 7-year convertible subordinated notes, provisionally callable at 150% for life with a make-whole feature; $60 million greenshoe; price talk of 1.5-2.0% yield, 30-35% initial conversion premium; full dividend protection; Las Vegas-based radio broadcaster to use proceeds to redeem a portion of its outstanding 6% subordinated debentures and, any remaining proceeds would go to repay a portion of its revolving credit facility; via sole bookrunner Credit Suisse First Boston; set to price after the close Wednesday.

CURAGEN CORP. (Symbol: CRGN): Rule 144A; $75 million of 7-year convertible subordinated notes, non-callable for 5 years; $15 million greenshoe; price talk of 3.75-4.25% yield, 33-37% initial conversion premium; full dividend protection; New Haven, Conn.-based biotech concern, which develops genomics-based pharmaceuticals, may use proceeds to repay existing debt, including the possibility of a portion of its 6% convertible subordinated debentures due 2007, or working capital, general corporate purposes and potential acquisitions; via sole bookrunner Bear Stearns & Co. Inc.; set to price after the close Tuesday.

DICK'S SPORTING GOODS INC. (Symbol: DKS): Rule 144A; $125 million (proceeds) of 20-year discount cash-to-zero convertible senior unsecured notes; $18.75 million (proceeds) greenshoe; noncallable for 5 years, with puts in years 5, 10 and 15; 120% contingent conversion trigger; full dividend protection; price talk of 2.25-2.75% cash coupon, 37.5-42.5% initial conversion premium, to pay cash coupon for 5 years, then accrete at that rate plus 25 bps; Pittsburgh-based sporting goods retailer to use proceeds for a convertible bond hedge and separate warrant transaction with remaining proceeds for general corporate purposes, such as investing in new stores, accelerating store growth and acquisitions; Merrill Lynch & Co. Inc. is sole bookrunner, co-managers are UBS Investment Bank and Banc of America Securities; set to price after the close Wednesday.

INTERMUNE INC. (Symbol: ITMN): Rule 144A; $150 million of 7-year convertible senior notes, non-callable; $20 million greenshoe; price talk of 0-0.5% yield, 15-20% initial conversion premium; full dividend protection; Brisbane, Calif.-based biotech concern, focused on treatments for pulmonary, infectious and hepatic diseases, may use proceeds to redeem its outstanding 5.75% convertible subordinated notes due 2006 before and/or during third quarter, or not and in that case, for general corporate purposes; via sole bookrunner Morgan Stanley & Co.; Banc of America Securities is joint lead manager; pricing slated after the close Tuesday.

ON THE HORIZON

ADVANCED SEMICONDUCTOR ENGINEERING INC.: (Symbol: ASX): $135 million of five-year convertible notes, with a $15 million greenshoe; via lead manager Goldman Sachs International; the Taiwanese semiconductor testing firm also plans to sell 60 million American Depositary Shares, which will each represent five ordinary shares with a par value of NT$10 each; timing will be as soon as the registration statement at the Securities and Exchange Commission becomes effective.

http://www.sec.gov/Archives/edgar/data/1122411/000119312503094347/df3.htm

CONSECO INC. (Symbol: CNO): $350 million of mandatory convertibles and $800 million of common stock; proceeds to take out its $859.7 million of 10.5% step-up payable-in-kind convertible preferreds, repay debt under its senior credit facility, which matures in 2009 and currently has a weighted average interest rate of 7.8%, contribute capital to insurance subsidiaries and general corporate purposes; joint bookrunners of the mandatory offering are Goldman Sachs & Co. and Morgan Stanley with JPMorgan in the syndicate; joint bookrunners of the stock offering are Goldman Sachs & Co. and Morgan Stanley with Banc of America Securities in the syndicate.

http://www.sec.gov/Archives/edgar/data/1224608/000095013704000416/c82126sv1.txt

GENWORTH FINANCIAL INC. (Symbol: GNW proposed): $600 million mandatory convertible, or equity units, with $25 par; part of General Electric Co.'s spin-off of its insurance unit Genworth Financial Inc., which would divest 30% of GE's ownership with the remaining to be sold later; GE plans to use proceeds to invest in growth initiatives and reduce parent-supported debt at GE Capital Corp.; joint lead managers are Morgan Stanley and Goldman Sachs & Co.; offerings to be completed by the end of June.

GOODYEAR TIRE & RUBBER CO. (Symbol: GT): at least $250 million of debt securities and at least $75 million of equity or equity-linked securities by Dec. 31, plus refinance its term loan and revolving credit facilities due April 2005 by Dec. 1, 2004; per a new master contract with the United Steelworkers of America.

XL CAPITAL LTD.: (Symbol: XL): at least $750 million, mostly mandatory convertibles, in the first half of 2004.

RECENT SHELF FILINGS WITH THE SEC:

CEPHALON, INC. (Symbol: CEPH): $1 billion shelf filed Feb. 6 for common stock, preferred stock, debt securities and warrants; securities may be issued as convertibles; West Chester, Pa. biopharmaceutical company will use proceeds for working capital and other corporate purposes.

http://www.sec.gov/Archives/edgar/data/873364/000104746904003405/a2128002zs-3.htm

NORTHWEST NATURAL GAS CO. (Symbol: NWN): $200 million shelf filed Feb. 9 for debt securities, common stock and preferred stock; securities may be issued as convertibles; includes $60 million previously registered but unsold; Portland, Ore. distributor of natural gas will use proceeds for corporate purposes, primarily to fund its construction program.

http://www.sec.gov/Archives/edgar/data/73020/000095012004000098/d568813_s3.txt

PHARMACYCLICS, INC. (Symbol: PCYC): $100 million shelf filed Feb. 9 for common stock, preferred stock, debt securities and warrants; securities may be issued as convertibles; Sunnyvale, Calif. pharmaceutical company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/949699/000089161804000513/f96192orsv3.htm

PROASSURANCE CORP. (Symbol: PRA): $250 million shelf filed Feb. 9 for common stock, preferred stock and debt securities; securities may be issued as convertibles; Birmingham, Ala. specialty property and casualty company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1127703/000095014404000925/g86972sv3.txt

VAIL RESORTS, INC. (Symbol: MTN): $100 million shelf filed Feb. 9 for debt securities, common stock and preferred stock; securities may be issued as convertibles; Vail, Colo. ski resort and luxury hotel operator will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/812011/000095016204000112/vails3020603.txt

WEBSTER FINANCIAL CORP. (Symbol: WBS): $750 million shelf filed Feb. 6 for debt securities, common stock, preferred stock, depositary shares, purchase contracts, units, warrants and trust preferreds; securities may be issued as convertibles; Waterbury, Conn. bank holding company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1278944/000095012304001335/y93601sv3.htm

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