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; talked at 5.5% yield, 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.

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

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.

MAY 2 WEEK

ALBERTSON'S INC. (Symbol: ABS): $1 billion of mandatory convertible equity units with $150 million greenshoe plus $1.15 billion of common stock; convertible talked at 7.25% to 7.75% dividend, 20% to 25% initial conversion premium; 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 bookrunner Banc of America Securities and joint lead managers Credit Suisse First Boston and Merrill Lynch & Co.; pricing after the close Monday.

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

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:

ANDREW CORP. (Symbol: ANDW): $750 million shelf filed April 27 for senior debt securities, senior convertible debt securities, subordinated debt securities, subordinated convertible debt securities, common stock, purchase contracts and units; Orland Park, Ill. supplier of communications products and systems to the wireless subsystem infrastructure market will use proceeds for general corporate purposes.

CHESAPEAKE ENERGY CORP. (Symbol: CHK): $600 million shelf filed April 27 for common stock, preferred stock, depositary shares and debt securities; securities may be issued as convertibles; includes $16.77 million previously registered but unsold; Oklahoma City natural gas producer will use proceeds for general corporate purposes.

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.

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