Convertibles Calendar

MARCH 29 WEEK:

AMYLIN PHARMACEUTICALS INC. (Symbol: AMLN): Rule 144A; $150 million of seven-year noncallable convertible senior unsecured notes, with $25 million greenshoe; price talk for 2.5% to 3.0% yield, 40% to 45% initial conversion premium; full dividend protection; San Diego biotechnology company to use proceeds for research and development, operating expenses, to establish manufacturing sources and inventory, regulatory approvals and expansion of commercialization capabilities; Morgan Stanley & Co. Inc. is bookrunner; Goldman Sachs & Co. is co-manager; to price after the close Wednesday.

ON SEMICONDUCTOR CORP. (Symbol: ONNN): Rule 144A; $260 million of 20-year convertible senior subordinated notes, with $30 million greenshoe; price talk of 0% yield, 25% to 35% initial conversion premium; noncallable for 6 years; puts in years 6, 10 and 15; 120% contingent conversion trigger; full dividend protection; CCC+ rating expected; Phoenix-based chipmaker to use proceeds for general corporate purposes, including the repayment of other debt; J.P. Morgan Securities, Morgan Stanley & Co. Inc. and Credit Suisse First Boston are joint bookrunners; 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

ALBERTSON'S INC. (Symbol: ABS): $1.15 billion of mandatory convertible equity units plus $1.15 billion of common stock; proceeds to finance $2.1 billion cash portion of $2.5 billion acquisition of Shaw's stores from J Sainsbury plc, or commercial paper borrowings used to fund the purchase; via lead manager Banc of America Securities.

http://www.sec.gov/Archives/edgar/data/3333/000095015204002340/l05572sv3.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.

RECENT SHELF FILINGS WITH THE SEC:

APARTMENT INVESTMENT AND MANAGEMENT CO. (Symbol: AIV): $1.05 billion of debt securities, preferred stock, equity stock, class A common stock and warrants of Apartment Investment and Management and $500 million of debt securities of AIMCO Properties, LP; securities may be issued as convertibles; includes $50 million of Apartment Investment and Management and $500 million of AIMCO debt securities previously registered but unsold; Denver apartment real estate investment trust will use proceeds for working capital and general corporate purposes.

http://www.sec.gov/Archives/edgar/data/922864/000104746904009592/a2132239zs-3.htm

CARRAMERICA REALTY CORP. (Symbol: CRE): $1 billion shelf filed March 30 for common stock, debt securities and warrants; securities may be issued as convertibles; Washington, D.C. office real estate investment trust will use proceeds for general business purposes.

http://www.sec.gov/Archives/edgar/data/893577/000119312504054080/ds3.htm

CURTISS-WRIGHT CORP. (Symbol: CW): $300 million shelf filed March 26 for debt securities, preferred stock, common stock, class B common stock, warrants, stock purchase contracts and stock purchase units; securities may be issued as convertibles; Roseland, N.J. manufacturer of motion control, flow control and metal treatment products will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/26324/000095011704001135/a37354.htm

GLIMCHER REALTY TRUST (Symbol: GRT): $400 million shelf filed March 24 for debt securities, preferred shares, common shares, warrants, rights, purchase contracts and units; securities may be issued as convertibles; Columbus, Ohio retail real estate investment trust will use proceeds for general purposes.

http://www.sec.gov/Archives/edgar/data/912898/000095015204002223/l06534asv3.txt

HOST MARRIOTT CORP. (Symbol: HMT): $1 billion shelf filed March 24 for common stock, preferred stock, depositary shares, warrants and subscription rights; preferreds may be issued as convertibles; Bethesda, Md. upscale and full-service hotels real estate investment trust will use proceeds for development or acquisition of particular hotel properties, capital expenditures, repayment or repurchase of debt and capital stock, working capital and for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1070750/000119312504048310/ds3.htm

WYNN RESORTS, LTD. (Symbol: WYNN): $1 billion shelf filed March 30 for common stock, preferred stock, depositary shares and debt securities; securities may be issued as convertibles; Las Vegas gaming company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1174922/000119312504052900/ds3.htm

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