Convertibles Calendar

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

LITHIA MOTORS INC. (Symbol: LAD): Rule 144A; $85 million of 10-year convertible senior subordinated notes, with $15 million greenshoe; price talk 2.75-3.25% yield, 35-40% initial conversion premium; non-callable for 5 years, with a put in year 5; 120% contingent conversion trigger; 120% continent payment trigger; protection for quarterly cash dividends over 8 cents per share; Medford, Or.-based car dealership to use proceeds to pay down lines of credit used to finance prior acquisitions, and vehicle inventories; via bookrunner Morgan Stanley; slated to price after the close Tuesday.

MATRIA HEALTHCARE INC. (Symbol: MATR): Rule 144A; $75 million of 20-year convertible senior subordinated notes, with $11.25 million greenshoe; price talk of 4.625-5.125% yield, 42.5-47.5% initial conversion premium; non-callable for 5 years at 150% hurdle, with coupon make-whole provision; puts in years 5, 10 and 15; 125% contingent conversion trigger; full dividend protection; Marietta, Ga. healthcare firm to use proceeds to help pay for the tender offer for its $122 million of 11% senior notes; via sole bookrunner UBS Investment Bank; slated to price after the close Thursday.

MEDAREX INC. (Symbol: MEDX): Rule 144A; $125 million of seven-year convertible senior unsecured notes, with $25 million greenshoe; price talk of 2.25-2.75% yield, 25-30% initial conversion premium; non-callable for 5 years; full dividend protection; Princeton, N.J. biotech to use proceeds to redeem all or a portion of its 4.5% convertible notes due 2006, including accrued interest; via sole bookrunner Goldman Sachs & Co.; slated 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

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:

CEDAR SHOPPING CENTERS, INC. (Symbol: CDR): $200 million shelf filed April 22 for common stock, preferred stock, depositary shares, warrants, stock purchase contracts and units; preferreds may be issued as convertibles; Port Washington, N.Y. neighborhood shopping center real estate investment trust will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/761648/000089968104000272/cedar-s3_042004.htm

CHARLES SCHWAB CORP. (Symbol: SCH): $1 billion shelf filed April 22 for debt securities, junior subordinated debentures, preferred stock, depositary shares, common stock, warrants, purchase contracts, units and trust preferreds; securities may be issued as convertibles; San Francisco brokerage, banking and financial services company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/316709/000119312504067546/ds3.htm

COEUR D'ALENE MINES CORP. (Symbol: CDE): $250 million shelf filed April 21 for debt securities, preferred stock, common stock and warrants; securities may be issued as convertibles; Coeur d'Alene, Ida. silver miner will use proceeds for general corporate purposes, expansion, possible acquisitions, working capital and repayment of debt.

http://www.sec.gov/Archives/edgar/data/215466/000095015004000441/a97618sv3.htm

D&K HEALTHCARE RESOURCES, INC. (Symbol: DKHR): $200 million shelf filed April 26 for debt securities, common stock, preferred stock, depositary shares, warrants, stock purchase contracts and stock purchase units; securities may be issued as convertibles; St. Louis wholesale distributor of pharmaceuticals and beauty products will use proceeds for repayment of debt, capital expenditures, working capital, acquisitions and general corporate purposes.

ISTA PHARMACEUTICALS, INC. (Symbol: ISTA): $75 million shelf filed April 22 for debt securities, warrants, preferred stock and common stock; securities may be issued as convertibles; Irvine, Calif. specialty pharmaceutical company will use proceeds for general corporate purposes.

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

WELLS FARGO & CO. (Symbol: WFC): $20 billion shelf filed April 22 for debt securities, preferred stock, depositary shares, purchase contracts, units, trust preferreds and warrants; securities may be issued as convertibles; San Francisco financial services company will use proceeds for general corporate purposes.

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