Convertibles Calendar

MAY 17 WEEK

THORATEC CORP. (Symbol: THOR): Rule 144A; $125 million of 30-year convertible discount cash-to-zero notes, with $18.75 million greenshoe; price talk of 2.0% to 2.5% yield to maturity, 37.5% to 42.5% initial conversion premium; pays a cash coupon on face amount for 7 years, then becomes a 0% accreting bond; at middle of yield talk, issue price would be 59.773 for a cash coupon of 1.3449%; coupon payments collateralized with Treasuries for 3 years; sold on swap with $60 million of proceeds to buyback stock sold short by note purchasers; non-callable for 7 years, with puts in years 7, 10, 15, 20 and 25; 120% contingent conversion trigger; full dividend protection; after stock buyback and Treasury purchases, Pleasanton, Calif.-based maker of products for patients with congestive heart failure to use balance of proceeds for general corporate purposes, including additional stock repurchases and acquisitions; via sole bookrunner Merrill Lynch & Co.; slated to price after the close Tuesday.

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.

TOWER AUTOMOTIVE INC. (Symbol: TWR): $110 million convertible notes; to refinance existing 5% convertibles before maturity in August; Novi, Mich. automotive components maker.

RECENT SHELF FILINGS WITH THE SEC:

GLOBAL POWER EQUIPMENT GROUP INC. (Symbol: GEG): $200 million shelf filed May 14 for senior debt securities, subordinated debt securities, common stock, preferred stock, depositary shares, warrants, purchase contracts and units; securities may be issued as convertibles; Tulsa, Okla. manufacturer of equipment for gas turbine power plants will use proceeds for general corporate purposes.

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