Convertibles Calendar

FEB. 9 WEEK

INCYTE CORP. (Symbol: INCY): Rule 144A; $150 million of 7-year convertible subordinated notes, non-callable for 3 years; $50 million greenshoe; price talk of 3.25-3.75% yield, 32.5-37.5% initial conversion premium; Wilmington, Del.-based biotech concern to use proceeds to repay existing debt, which could include its 5.5% convertible due 2007; sole bookrunner is Morgan Stanley & Co.; set to price after the close Thursday.

INVITROGEN CORP. (Symbol: IVGN): Rule 144A; $450 million of 20-year convertible notes, non-callable for 8 years; $67.5 million greenshoe; puts in years 8, 13 and 18; 120% contingent conversion trigger; 120% contingent payment; price talk of 1.25-1.75% yield, 30-35% initial conversion premium; full dividend protection; Carlsbad, Ca.-based biotech firm to use $172.5 million of proceeds to redeem its 5.5% convertible subordinated notes due 2007, with remainder used for acquisitions and general corporate purposes, including the potential repayment of other debt; sole bookrunner is UBS Investment Bank; Bear Stearns & Co. Inc. is co-manager; set to price after the close Thursday.

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:

BANK OF AMERICA CORP. (Symbol: BAC): $30 billion shelf filed Feb. 11 for debt securities, warrants, units, preferred stock, depositary shares and common stock; securities may be issued as convertibles; Charlotte, N.C. bank will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/70858/000119312504019698/ds3.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

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