Convertibles Calendar

MAY 3 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 (revised from original guidance for 5.75% to 6.25% dividend, up 18% to 22%); 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; seen pricing after the market close Thursday.

COOPER CAMERON CORP. (Symbol: CAM): Rule 144A; $200 million of 20-year convertible notes, with $20 million greenshoe; to be sold on swap with $50 million of proceeds to buyback stock sold short by note buyers; price talk of 1.5% to 2.0% yield, 37.5% to 42.5% initial conversion premium; noncallable for 5 years; puts in 5, 10 and 15; after stock buyback, Houston-based oilfield services firm to use proceeds to purchase any 1.75% convertible senior debentures tendered in the previously announced tender offer and general corporate purposes; via sole bookrunner Citigroup Global Markets Inc.; to price after the close Wednesday.

CTS CORP. (Symbol: CTS): Rule 144A; $60 million 20-year convertible senior subordinated, with $10 million greenshoe; price talk of 1.25% to 1.75% yield, 32.5% to 37.5% initial conversion premium; noncallable for 5 years; puts in 5, 10 and 15; 120% contingent conversion trigger; full dividend protection; Elkhart, In.-based CTS, which makes components and electronics parts for the automotive, communications and computer markets, to use proceeds to repay debt - $40 million of industrial revenue bonds due 2013 with a weighted average interest rate of 7.5% - and general corporate purposes, including future potential acquisitions; via sol bookrunner Bear Stearns & Co. Inc.; to price after the close Wednesday.

LANDAMERICA FINANCIAL GROUP INC. (Symbol: LFG): Rule 144A; $125 million of 30-year convertible senior debentures, with$25 million greenshoe; price talk of 2.75% to 3.25% yield, 40% to 45% initial conversion premium; noncallable for 10 years, with puts in years 10, 15, 20 and 25; 125% contingent conversion trigger; proceeds to enter into hedge and warrant transactions to limit potential dilution, with remaining proceeds to repay revolver, make investments and general corporate purposes; via sole bookrunner J.P. Morgan; slated to price after the close Wednesday.

OSCIENT PHARMACEUTICALS CORP. (Symbol: GENE): Rule 144A; $75 million of 7-year convertible senior notes, with $25 million greenshoe; price talk of 3.5% to 4.0% yield, 30% to 35% initial conversion premium; non-callable for 6 years; coupon for first 3 years collateralized with Treasuries; full dividend protection; after purchasing the Treasuries, proceeds earmarked to support the launch of Oscient's drug, Factive tablets this summer, accelerate development for the tablets and an intravenous form of that drug and Ramoplanin, pursue additional in-licensing opportunities and general corporate purposes; joint bookrunners are J.P. Morgan Securities and Merrill Lynch & Co.; set to price after the close Tuesday.

PALM HARBOR HOMES INC. (Symbol: PHHM): Rule 144A/Regulation S; $50 million 20-year convertible senior notes, with $10 million greenshoe; price talk of 2.75% to 3.25% yield, 38% to 42% initial conversion premium; noncallable for 7 years; cash puts in 7, 10 an d 15; 120% contingent conversion trigger; Dallas-based manufactured home maker to use proceeds for general corporate purposes, including repayment of obligations under their floor plan financing; via sole bookrunner Citigroup Global Markets Inc.; slated to price after the close Wednesday.

MAY 24 WEEK

GENWORTH FINANCIAL INC. (Symbol: GNW proposed): $600 million three-year noncallable mandatory convertible; $25 par; price talk of 5.75% to 6.25% dividend and 18% to 22% initial conversion premium; Genworth is also selling $100 million of Series A preferred shares; 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.; via joint lead managers Morgan Stanley and Goldman Sachs & Co.; pricing is slated for May 24.

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

RECENT SHELF FILINGS WITH THE SEC:

HEICO CORP. (Symbol: HEI.A): $120 million shelf filed May 3 for common stock, class A common stock, preferred stock, debt securities, depository shares, warrants and units; securities may be issued as convertibles; Hollywood, Fla. manufacturer of jet engine and aircraft replacement parts will use proceeds for general corporate purposes.

PRICELINE.COM INC. (Symbol: PCLN): $100 million shelf filed May 4 for debt securities and common stock; debt securities may be issued as convertibles; Norwalk, Conn. online travel company will use proceeds for general corporate purposes.

ROYAL CARIBBEAN CRUISES LTD. (Symbol: RCL): $1 billion shelf filed May 3 for common stock, preferred stock and debt securities; securities may be issued as convertibles; includes $54.69 million previously registered but unsold; Miami cruise line will use proceeds for capital expenditures, the repayment of indebtedness, working capital and general corporate purposes.

TXU CORP. (Symbol: TXU): $2 billion shelf filed May 4 for debt securities, preference stock, common stock, stock purchase contracts, stock purchase units and trust preferreds; Dallas power company will use proceeds for general corporate purposes.

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