Convertibles Calendar

APRIL 19 WEEK

MERCURY COMPUTER SYSTEMS INC. (Symbol: MCRY): Rule 144A; $100 million of 20-year convertible senior notes, with $25 million greenshoe; price talk of 2.0-2.5% yield, 30-35% initial conversion premium; non-callable for 5 years; puts in years 5, 10 and 15; 120% contingent conversion trigger; proceeds for general corporate purposes, including working capital, capital expenditures, research and development, and potential acquisitions; via bookrunner SG Cowen; set to price after the close Wednesday.

APRIL 26 WEEK

CONSECO INC. (Symbol: CNO): $500 million of three-year mandatory convertible units, par $25; also $1 billion of common stock; dividend range 5.75-6.25%; guidance for 18-22% initial conversion premium; 150% call threshold with dividend make-whole; offerings boosted from original plans for $350 million mandatory and $800 million in 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 convertible offering are Goldman Sachs & Co. and Morgan Stanley with JPMorgan as co-manager; joint bookrunners of the stock offering are Goldman Sachs & Co. and Morgan Stanley with Banc of America Securities as co-manager; tentative pricing date after the close April 28.

http://www.sec.gov/Archives/edgar/data/1224608/000095013704002813/c84349e424a.txt

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

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:

FAIRFAX FINANCIAL HOLDINGS LTD. (Symbol: FFH): $750 million shelf filed April 20 for subordinated voting shares, preferred shares, debt securities, warrants, share purchase contracts and units; securities may be issued as convertibles; Toronto financial services company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/915191/000090956704000549/t12653fv10.htm

GREAT PLAINS ENERGY INC. (Symbol: GXP): $648.2 million shelf filed April 15 for debt securities, trust preferred securities, common stock, warrants, stock purchase contracts and stock purchase units; securities may be issued as convertibles; includes $148.2 million previously registered but unsold; Kansas City, Mo. utility will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1143068/000114306804000139/gpe_s3.htm

K2 INC. (Symbol: KTO): $175 million shelf filed April 20 for debt securities, common stock, preferred stock, warrants, purchase contracts and units; securities may be issued as convertibles; Carlsbad, Calif. sporting and recreational goods company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/6720/000119312504065347/ds3.htm

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