Convertibles Calendar

MARCH 15 WEEK:

CYTYC CORP. (Symbol: CYTC): Rule 144A; $220 million of 20-year convertible senior notes, with $30 million greenshoe; price talk of 2.25-2.75% yield, 45-50% initial conversion premium; noncallable for 5 years; puts in years 5, 10 and 15; 120% contingent conversion; 120% contingent payment; Boxborough, Ma.-based Cytyc maker of cervical cancer screening tests to use proceeds to finance its $325 million cash purchase of Novacept, a Palo Alto, Ca.-based maker of medical devices to treat excessive menstrual bleeding; via bookrunner Morgan Stanley; to price 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.

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

RECENT SHELF FILINGS WITH THE SEC:

AMERICA WEST AIRLINES, INC. (Symbol: AWA): $500 million shelf filed March 10 for class B, common stock, preferred stock, depositary shares, debt securities, warrants, stock purchase contracts and stock purchase units; securities may be issued as convertibles; Phoenix, Ariz. airline will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1029863/000095014904000596/f97065sv3.htm

ATLAS PIPELINE PARTNERS, LP (Symbol: APL): $250 million shelf filed March 11 for common units, subordinated units, debt securities and warrants; debt may be issued as convertibles; Moon Township, Pa. natural gas pipeline operator will use proceeds for general partnership purposes.

http://www.sec.gov/Archives/edgar/data/1092914/000095011604000797/s-3.txt

CENTERPOINT PROPERTIES TRUST (Symbol: CNT): $700 million shelf filed March 12 for debt securities, common shares, preferred shares and warrants; securities may be issued as convertibles; includes $200 million previously registered but unsold; Oak Brook, Ill. warehouse and industrial real estate investment trust will use proceeds for general business purposes.

http://www.sec.gov/Archives/edgar/data/912893/000104746904007739/a2130333zs-3.htm

ENTERTAINMENT PROPERTIES TRUST (Symbol: EPR): $400 million shelf filed March 15 for common shares, preferred shares, warrants and debt securities; securities may be issued as convertibles; Kansas City, Mo. movie theater real estate investment trust will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1045450/000095013704001891/c82879sv3.txt

GIANT INDUSTRIES, INC. (Symbol: GI): $300 million shelf filed March 15 for debt securities, preferred stock, common stock, debt and equity warrants, stock purchase contracts, stock purchase units and units; securities may be issued as convertibles; Scottsdale, Ariz. refiner and service station operator will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/856465/000095015304000617/p68915sv3.htm

GREY WOLF, INC. (Symbol: GW): $500 million shelf filed March 10 for debt securities, common stock, preferred stock, depositary shares, warrants, purchase contracts and units; securities may be issued as convertibles; includes $148 million previously registered but unsold; Houston provider of contract drilling services will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1243345/000095012904001128/h13379sv3.txt

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