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, Feb. 11.

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:

BE AEROSPACE, INC. (Symbol: BEAV): $500 million shelf filed Feb. 5 for common stock, preferred stock, convertible preferred stock, warrants, debt securities and convertible debt securities; Wellington, Fla. manufacturer of aircraft cabin interior products will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/861361/000104746904003219/a2127820zs-3.htm

GOLD FIELDS LTD. (Symbol: GFI): $650 million shelf filed Feb. 4 for ordinary shares in the form of ordinary shares or American Depositary Shares, rights to purchase ordinary shares, warrants to purchase ordinary shares and debt securities; securities may be issued as convertibles; Parktown, South Africa gold miner will use proceeds for project development, acquisitions and exploration.

http://www.sec.gov/Archives/edgar/data/1172724/000115697304000125/u47081fv3.htm

MID-AMERICA APARTMENT COMMUNITIES, INC. (Symbol: MAA): $213.25 million shelf filed Feb. 4 for debt securities, preferred stock, common stock and depositary shares; securities may be issued as convertibles; includes $13.25 million previously registered but unsold; Memphis, Tenn. apartment real estate investment trust will use proceeds for general purposes.

http://www.sec.gov/Archives/edgar/data/912595/000119312504014296/ds3.htm

MPOWER HOLDING CORP. (Symbol: MPOW): $250 million shelf filed Feb. 3 for debt securities, common stock, preferred stock, depositary shares, warrants, stock purchase contracts and stock purchase units; securities may be issued as convertibles; Pittsford, N.Y. competitive local exchange carrier will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1117042/000094787104000193/s3-012604.txt

OMNOVA SOLUTIONS INC. (Symbol: OMN): $150 million shelf filed Feb. 5 for debt securities, common shares, serial preferred stock, depositary shares and warrants; securities may be issued as convertibles; Fairlawn, Ohio maker of emulsion polymers, specialty chemicals, decorative and functional surfaces and single-ply roofing systems will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1090061/000119312504015514/ds3.htm

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