Convertibles Calendar

FEB. 16 WEEK

FISHER SCIENTIFIC INTERNATIONAL INC. (Symbol: FSH): off shelf; $300 million of 20-year convertible senior subordinated notes, noncallable for 7 year; puts in years 7, 12 and 17; price talk of 2.75-3.25% yield. 47.5-52.5% initial conversion premium; dividend protection; $30 million greenshoe; Hampton, N.H.-based Fisher, a laboratory equipment maker, to use proceeds to fund acquisitions of Oxoid Group Holdings Ltd. and Dharmacon Inc., or general corporate purposes; via bookrunner Goldman Sachs & Co.; Deutsche Bank Securities and Lazard Freres & Co. are co-managers; set to price after the close Wednesday.

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

DIGENE CORP. (Symbol: DIGE): $90 million shelf filed Feb. 17 for debt securities, preferred stock and common stock; securities may be issued as convertibles; Gaithersburg, Md. manufacturer of gene-based testing systems will use proceeds for working capital and other general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1011582/000095013304000472/w94238sv3.htm

FUELCELL ENERGY, INC. (Symbol: FCEL): $100 million shelf filed Feb. 17 for debt securities, preferred stock and common stock; securities may be issued as convertibles; Danbury, Conn. manufacturer of fuel cells will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/886128/000100329704000094/fces-31.htm

MONTPELIER RE HOLDINGS LTD. (Symbol: MRH): $500 million shelf filed Feb. 13 for common shares, preference shares, depositary shares, debt securities, warrants and trust preferreds; securities may be issued as convertibles; Hamilton, Bermuda property and casualty reinsurer and insurer will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1278191/000119312504021602/ds3.htm

VICURON PHARMACEUTICALS INC. (Symbol: MICU): $200 million shelf filed Feb. 13 for common stock, preferred stock, depositary shares, debt securities and warrants; securities may be issued as convertibles; King of Prussia, Pa. biopharmaceutical company.

http://www.sec.gov/Archives/edgar/data/1052547/000119312504023396/ds3.htm

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