Convertibles Calendar

JAN. 12 WEEK:

GRAFTECH INTERNATIONAL LTD.: (Symbol: GTI): Rule 144A; $125 million of 20-year convertible senior debentures, with $31.25 million greenshoe; provisionally callable at 125% for 7 years, with coupon make-whole; puts in years 7, 10 and 15; 120% contingent conversion; price talk of 1.75-2.25% yield, 20-25% initial conversion premium; full dividend protection; rated B2 by Moody's; guaranteed by some domestic subsidiaries of the Wilmington, Del.-based graphite and carbon producer; proceeds to repay about $21 million of term loans under principal senior secured credit facilities, to pay around $49 million of antitrust fine assessed by the European Union in July 2001, to pay $46 million to reduce accounts receivable factoring and balance for general corporate purposes, including acquisitions; via bookrunner JPMorgan; scheduled to price after the close Thursday.

JAN. 19 WEEK:

KOMAG INC. (Symbol: KOMG): $70 million of convertible notes, with $10.5 million greenshoe, and 6 million shares of common stock; the 7-year notes will be noncallable for 3 years (previously, the issue was proposed at 20 years with 7 years of call protection and puts in years 7, 10 and 15); via bookrunner Bear Stearns & Co. Inc.; joint lead manager is U.S. Bancorp Piper Jaffray Inc.; co-managers are Needham & Co. Inc. and Thomas Weisel Partners LLC; proceeds to redeem $114 million outstanding senior secured notes due 2007, and general corporate purposes; pricing is slated after the market close Jan. 21.

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

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.

RECENT SHELF FILINGS WITH THE SEC:

AIR PRODUCTS AND CHEMICALS, INC. (Symbol: APD): $1 billion shelf filed Jan. 9 for debt securities, preferred stock, depositary shares, common stock and warrants; securities may be issued as convertibles; Allentown, Pa. industrial gas and equipment company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/2969/000095012304000199/y93014sv3.txt

AVIALL, INC. (Symbol: AVL): $200 million shelf filed Jan. 9 for debt securities, preferred stock, common stock, warrants and units; securities may be issued as convertibles; Dallas Fort Worth Airport, Texas provider of aerospace parts and services will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/701650/000119312504002789/ds3.htm

GAYLORD ENTERTAINMENT CO. (Symbol: GET): $500 million shelf filed Jan. 9 for debt securities, preferred stock, common stock and warrants; securities may be issued as convertibles; Nashville hospitality company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1040829/000095014404000187/g86622sv3.htm

LTX CORP. (Symbol: LTXX): $250 million shelf filed Jan. 13 for common stock, debt securities and warrants; securities may be issued as convertibles; Westwood, Mass. semiconductor test company will use proceeds for working capital and general corporate purposes.

http://www.sec.gov/Archives/edgar/data/357020/000119312504003461/ds3.htm

OVERSEAS SHIPHOLDING GROUP, INC. (Symbol: OSG): $500 million shelf filed Jan. 13 for common stock and debt securities; securities may be issued as convertibles; New York bulk shipping company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/75208/000095015704000033/s-3.txt

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