Number of | Number of | |||||||||||||||||||||||
Shares of | Shares of | |||||||||||||||||||||||
Percentage | Number of Shares | Common | Common | |||||||||||||||||||||
Amount of Notes | of Notes | Amount of | of Common Stock | Stock That | Stock Upon | |||||||||||||||||||
Beneficially | Beneficially | Notes to Be | Beneficially | May Be | Completion of | |||||||||||||||||||
Owned ($) | Owned | Sold ($)(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | |||||||||||||||||||
1976 Distribution Trust FBO A.R. Lauder(35) |
$ | 5,000 | * | $ | 5,000 | 85 | 85 | 0 | ||||||||||||||||
2000 Revocable Trust FBO A.R. Lauder(35) |
5,000 | * | 5,000 | 84 | 84 | 0 | ||||||||||||||||||
Advent Convertible Master Fund LP(35) |
6,673,000 | 2.32 | 6,673,000 | 112,285 | 112,285 | 0 | ||||||||||||||||||
Alcon Laboratories(35) |
720,000 | * | 720,000 | 12,115 | 12,115 | 0 | ||||||||||||||||||
Alpine Associates(5)(33) |
3,060,000 | 1.06 | 3,060,000 | 51,490 | 51,490 | 0 | ||||||||||||||||||
Alpine Partners, L.P.(5)(33) |
383,000 | * | 383,000 | 6,445 | 6,445 | 0 | ||||||||||||||||||
Aristeia International Limited(15) |
35,200,000 | 12.24 | 35,200,000 | 592,300 | 592,300 | 0 | ||||||||||||||||||
Aristeia Partners LP(16) |
4,800,000 | 1.67 | 4,800,000 | 80,768 | 80,768 | 0 | ||||||||||||||||||
Arlington County Employees Retirement System(35) |
1,032,000 | * | 1,032,000 | 17,365 | 17,365 | 0 | ||||||||||||||||||
Basso Fund Ltd.(28) |
35,000 | * | 35,000 | 589 | 589 | 0 | ||||||||||||||||||
Basso Holdings Ltd.(28) |
4,981,000 | 1.73 | 4,981,000 | 83,814 | 83,814 | 0 | ||||||||||||||||||
Basso
Multi-Strategy Holding Fund Ltd.(28) |
589,000 | * | 589,000 | 9,911 | 9,911 | 0 | ||||||||||||||||||
BP Amoco PLC Master Trust(44) |
1,164,000 | * | 1,164,000 | 19,586 | 19,586 | 0 | ||||||||||||||||||
Brevan Howard
Equity Strategies
Master Fund
Limited(45) |
10,000,000 | 3.48 | 10,000,000 | 168,267 | 168,267 | 0 | ||||||||||||||||||
British
Virgin Islands Social Security Board(35) |
238,000 | * | 238,000 | 4,005 | 4,005 | 0 | ||||||||||||||||||
CALAMOS
Market Neutral Income Fund CALAMOS Investment Trust(7) |
6,000,000 | 2.09 | 6,000,000 | 100,960 | 100,960 | 0 | ||||||||||||||||||
Canadian
Imperial Holdings Inc.(4)(20) |
5,000,000 | 1.74 | 5,000,000 | 84,134 | 84,134 | 0 | ||||||||||||||||||
CBARB, a segregated account of Geode Capital Master Fund Ltd. (24) |
11,500,000 | 4.00 | 11,500,000 | 193,507 | 193,507 | 0 | ||||||||||||||||||
Citadel
Equity Fund Ltd.(4)(8) |
29,500,000 | 10.26 | 29,500,000 | 496,388 | 496,388 | 0 | ||||||||||||||||||
City University of New York(35) |
206,000 | * | 206,000 | 3,467 | 3,467 | 0 | ||||||||||||||||||
CNH CA
Master Account, L.P.(9) |
19,000,000 | 6.61 | 19,000,000 | 319,707 | 319,707 | 0 | ||||||||||||||||||
CQS
Convertible and Quantitative Strategies Master Fund Limited(10) |
3,000,000 | 1.04 | 3,000,000 | 50,480 | 50,480 | 0 | ||||||||||||||||||
DBAG
London(4)(34) |
34,634,000 | 12.05 | 34,634,000 | 582,776 | 582,776 | 0 | ||||||||||||||||||
D.E. Shaw
Valence Portfolios, L.L.C.(4)(21) |
12,000,000 | 4.17 | 12,000,000 | 201,921 | 201,921 | 0 | ||||||||||||||||||
Ellington Overseas Partners, Ltd.(17) |
3,000,000 | 1.04 | 3,000,000 | 50,480 | 50,480 | 0 | ||||||||||||||||||
Five Sticks,
L.P.(28) |
395,000 | * | 395,000 | 6,647 | 6,647 | 0 | ||||||||||||||||||
Fore Convertible Master Fund, Ltd.(5)(29) |
1,823,000 | * | 1,823,000 | 53,190 | 53,190 | 0 | ||||||||||||||||||
Fore Erisa Fund, Ltd.(5)(30) |
177,000 | * | 177,000 | 5,165 | 5,165 | 0 | ||||||||||||||||||
Good Steward Trading Co, SPC Class F(32) |
57,000 | * | 57,000 | 960 | 960 | 0 | ||||||||||||||||||
Grace
Convertible Arbitrage Fund, Ltd.(22) |
4,500,000 | 1.57 | 4,500,000 | 75,720 | 75,720 | 0 | ||||||||||||||||||
Grady
Hospital(35) |
197,000 | * | 197,000 | 3,315 | 3,315 | 0 | ||||||||||||||||||
HFR
Convertible Arbitrage(35) |
555,000 | * | 555,000 | 9,339 | 9,339 | 0 | ||||||||||||||||||
Highbridge
International LLC(40) |
19,500,000 | 6.78 | 19,500,000 | 328,121 | 328,121 | 0 | ||||||||||||||||||
Hotel
Union & Hotel Industry of Hawaii Pension Plan Master
Trust(44) |
175,000 | * | 175,000 | 2,945 | 2,945 | 0 | ||||||||||||||||||
HSBC Multi
Strategy Arbitrage Fund(4)(41) |
1,000,000 | * | 1,000,000 | 16,827 | 16,827 | 0 | ||||||||||||||||||
Independence
Blue Cross(35) |
597,000 | * | 597,000 | 10,046 | 10,046 | 0 | ||||||||||||||||||
Inflective Convertible Opportunity Fund I, Limited (4)(18) |
2,900,000 | 1.00 | 2,900,000 | 48,797 | 48,797 | 0 | ||||||||||||||||||
Inflective Convertible Opportunity Fund I, L.P. (4)(18) |
1,500,000 | * | 1,500,000 | 25,240 | 25,240 | 0 | ||||||||||||||||||
Institutional Benchmark Series-Ivan Segregated Acct. (4)(18) |
1,000,000 | * | 1,000,000 | 16,827 | 16,827 | 0 | ||||||||||||||||||
JPMorgan Securities Inc.(5)(31) |
10,720,000 | 3.73 | 10,720,000 | 180,383 | 180,383 | 0 | ||||||||||||||||||
KBC
Financial Products USA, Inc.(5)(11) |
5,000,000 | 1.74 | 5,000,000 | 84,134 | 84,134 | 0 | ||||||||||||||||||
Linden Capital LP (25) |
22,000,000 | 7.65 | 22,000,000 | 370,187 | 370,187 | 0 | ||||||||||||||||||
Lyxor
Convertible Arbitrage Fund(35) |
272,000 | * | 272,000 | 4,577 | 4,577 | 0 | ||||||||||||||||||
Lyxor/Inflective Convertible Opportunity Fund (4)(18) |
2,000,000 | * | 2,000,000 | 33,653 | 33,653 | 0 | ||||||||||||||||||
New Orleans
Firefighters(35) |
120,000 | * | 120,000 | 2,020 | 2,020 | 0 | ||||||||||||||||||
Occidental
Petroleum(35) |
458,000 | * | 458,000 | 7,707 | 7,707 | 0 | ||||||||||||||||||
Police &
Firemen of the City of Detroit(35) |
437,000 | * | 437,000 | 7,354 | 7,354 | 0 | ||||||||||||||||||
Polygon Global Opportunities Master Fund (19) |
4,000,000 | 1.39 | 4,000,000 | 67,307 | 67,307 | 0 | ||||||||||||||||||
Promutual(35) |
1,302,000 | * | 1,302,000 | 21,909 | 21,909 | 0 | ||||||||||||||||||
Rampart
Convertible Arbitrage Investors, LLC(39) |
2,000,000 | * | 2,000,000 | 33,653 | 33,653 | 0 | ||||||||||||||||||
San
Francisco Public Employees Retirement System(35) |
2,040,000 | * | 2,040,000 | 34,326 | 34,326 | 0 | ||||||||||||||||||
Sunrise Partners Limited Partnership (4)(26) |
3,500,000 | 1.22 | 3,500,000 | 58,894 | 58,894 | 0 | ||||||||||||||||||
Sutton Brook
Capital Portfolio LP(12) |
7,000,000 | 2.43 | 7,000,000 | 117,787 | 117.787 | 0 | ||||||||||||||||||
The City of
Southfield Fire & Police Retirement System(44) |
43,000 | * | 43,000 | 724 | 724 | 0 | ||||||||||||||||||
The Estate
of James Campbell CH(44) |
122,000 | * | 122,000 | 2,053 | 2,053 | 0 | ||||||||||||||||||
The Estate of James Campbell EST2(44) |
1,000,000 | * | 1,000,000 | 16,827 | 16,827 | 0 | ||||||||||||||||||
The Grable
Foundation(35) |
81,000 | * | 81,000 | 1,363 | 1,363 | 0 | ||||||||||||||||||
Topaz Fund(4)(46) |
3,000,000 | 1.04 | 3,000,000 | 50,480 | 50,480 | 0 | ||||||||||||||||||
Trustmark(35) |
282,000 | * | 282,000 | 4,746 | 4,746 | 0 | ||||||||||||||||||
UBS OConnor LLC F/B/O OConnor Global
Convertible Arbitrage Master Limited(36) |
3,330,000 | 1.15 | 3,330,000 | 55,529 | 55,529 | 0 | ||||||||||||||||||
UBS OConnor LLC F/B/O OConnor
Global Convertible Arbitrage II Master Limited(36) |
420,000 | * | 420,000 | 7,068 | 7,068 | 0 | ||||||||||||||||||
UBS
Securities LLC(5)(23) |
2,600,000 | * | 2,600,000 | 43,750 | 43,750 | 0 | ||||||||||||||||||
United Technologies Corporation Master Retirement Trust(44) |
438,000 | * | 438,000 | 7,370 | 7,370 | 0 | ||||||||||||||||||
Viacom Inc. Pension Plan Master Trust(44) |
58,000 | * | 58,000 | 976 | 976 | 0 | ||||||||||||||||||
Vicis
Capital Master Fund(13) |
5,000,000 | 1.74 | 5,000,000 | 84,134 | 84,134 | 0 | ||||||||||||||||||
Wachovia
Securities International Ltd.(5)(42) |
7,500,000 | 2.61 | 7,500,000 | 126,200 | 126,200 | 0 | ||||||||||||||||||
Waterstone Market Neutral MAC 51, Ltd (27) |
9,171,000 | 3.19 | 9,171,000 | 154,318 | 154,318 | 0 | ||||||||||||||||||
Waterstone Market Neutral Master Fund Ltd.(27) |
15,329,000 | 5.33 | 15,329,000 | 257,936 | 257,936 | 0 | ||||||||||||||||||
Whitebox Diversified Convertible
Arbitrage Partners L.P.(14) |
1,600,000 | * | 1,600,000 | 26,923 | 26,923 | 0 | ||||||||||||||||||
Total(6)(43) |
$ | 287,500,000 | 100.00 | % | $ | 287,500,000 | 4,837,676 | 4,837,676 | 0 |
* | Less than 1%. | |
(1) | Because a selling security holder may sell all or a portion of the notes and common stock issuable upon conversion of the notes pursuant to this prospectus, an estimate cannot be given as to the number or percentage of notes and common stock that the selling security holder will hold upon consummation of any sales. The information presented assumes that all of the selling security holders will fully convert the notes for cash and shares of our common stock and that the selling security holders will sell all shares of our common stock that they received pursuant to such conversion. | |
(2) | Includes shares of common stock issuable upon conversion of the notes and open short positions in our common stock. | |
(3) | The number of shares of our common stock issuable upon conversion of the notes is calculated assuming the conversion of the full amount of notes held by such holder at the initial conversion price of $59.43, which equals a conversion rate of the initial conversion rate of 16.8267 shares per $1,000 principal amount of the notes. This conversion price is subject to adjustment as described under Description of notes Conversion rights Conversion rate adjustments. Accordingly, the number of shares of our common stock to be sold may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the notes. Cash will be paid instead of fractional shares, if any. | |
(4) | This selling security holder has identified itself as an affiliate of a registered broker-dealer and has represented to us that such selling security holder acquired its notes or underlying common stock in the ordinary course of business and, at the time of the purchase of the notes or the underlying common stock, such selling security holder had no agreements or understandings, directly or indirectly, with any person to distribute the notes or underlying common stock. To the extent that we become aware that such selling security holder did not acquire its notes or underlying common stock in the ordinary course of business or did have such an agreement or understanding, we will file a post-effective amendment to the registration statement of which this prospectus forms a part to designate such affiliate as an underwriter within the meaning of the Securities Act of 1933. | |
(5) | This selling security holder has identified itself as a registered broker-dealer and, accordingly, it is, under the interpretations of the Securities and Exchange Commission, an underwriter within the meaning of the Securities Act of 1933. Please see Plan of distribution for required disclosure regarding these selling security holders. | |
(6) | Information about other selling security holders will be set forth in one or more prospectus supplements or amendments, if required. | |
(7) | Calamos Advisors LLC is the investment advisor of Calamos Market Neutral Income Fund Calamos Investment Trust. Nick Calamos has sole control of Calamos Advisors LLC. As such, Mr. Calamos is the natural person who has voting and investment control of the securities being offered. | |
(8) | Citadel Limited Partnership (CLP) is the trading manager of Citadel Fund Ltd. and consequently has investment discretion over securities held by Citadel Equity Fund Ltd. Citadel Investment Group (CIG) controls CLP. Kenneth C. Griffin controls CIG. As such, Mr. Griffin is the natural person who has voting and investment control of the securities being offered. | |
(9) | CNH Partners, LLC is the investment advisor of CNH CA Master Account, L.P. and has sole voting and dispositive power over the securities being offered. Robert Krail, Mark Mitchell and Todd Pulvino are investment principals for CNH Partners, LLC. As such, Messrs. Krail, Mitchell and Pulvino are the natural persons who have voting and investment control of the securities being offered. | |
(10) | The ultimate owner of the selling security holder is CQS Convertible and Quantitative Strategies Feeder Fund Limited, a publicly traded entity. | |
(11) | KBC Financial Products USA, Inc. is an indirect wholly-owned subsidiary of KBC Bank N.V., which in turn is a direct wholly-owned subsidiary of KBC Group N.V., a publicly traded entity. | |
(12) | Sutton Brook Capital Management LP is the investment manager of Sutton Brook Capital Portfolio LP. Steve Weinstein and John London are the natural persons who have voting and investment control over Sutton Brook Capital LP. As such, Messrs. Weinstein and London are the natural persons who have voting and investment control of the securities being offered. | |
(13) | Vicis Capital LLC is the investment manager of Vicis Capital Master Fund. John Succo, Shad Stastney and Sky Lucas control Vicis Capital LLC. As such, Messrs. Succo, Stastney and Lucas are the natural persons who have voting and investment control of the securities being offered. | |
(14) | Whitebox Diversified Convertible Arbitrage Advisors, LLC is the general partner of Whitebox Diversified Convertible Arbitrage Partners L.P. Andrew Redleaf is the managing member of Whitebox Diversified Convertible Arbitrage Advisors, LLC. As such, Mr. Redleaf is the natural person who has voting and investment control of the securities being offered. | |
(15) | Aristeia Capital LLC is the investment manager of the selling security holder. Aristeia Capital LLC is jointly owned by Kevin Toner, Robert H. Lynch Jr., Anthony Fonscella and William R. Techar. As such, Messrs. Toner, Lynch, Fonscella and Techar are the natural persons who have voting and investment control of the securities being offered. | |
(16) | Aristeia Advisors LLC is the general partner of the selling security holder. Aristeia Advisors LLC is jointly owned by Kevin Toner, Robert H. Lynch Jr, Anthony Fonscella and William R. Techar. As such, Messrs. Toner, Lynch, Fonscella and Techar are the natural persons who have voting and investment control of the securities being offered. | |
(17) | Ellington Management Group, LLC is the investment advisor of the selling security holder. Michael Vramos, as principal of Ellington Management Group, LLC, is the natural person who has voting and investment control of the securities being offered. | |
(18) | Inflective Asset Management, LLC is the ultimate controlling stockholder of the selling security holder. Thomas J. Ray is the sole shareholder of Inflective Asset Management, LLC. As such, Mr. Ray is the natural person who has voting and investment control of the securities being offered. | |
(19) | Alexander E. Jackson, Reade E. Griffith and Patrick G. G. Dear are the natural persons who have voting and investment control of the securities being offered. | |
(20) | Canadian Imperial Holdings Inc. is an indirect wholly-owned subsidiary of Canadian Imperial Bank of Commerce, a publicly traded entity. | |
(21) | D.E. Shaw & Co. L.P., as either managing member or investment adviser, has voting and investment control over the securities being offered. Julius Gaudio, Eric Wepsic and Anne Dinnin, or their designees, exercise voting and investment control over the securities on D.E. Shaw & Co. L.P.s behalf. | |
(22) | Grace Brothers Management, L.L.C. is the general partner of Grace Convertible Arbitrage Fund, Ltd. Michael Brailov is the managing member of Grace Brothers Management, L.L.C., and as such, Mr. Brailov has voting and investment control of the securities being offered. | |
(23) | The ultimate owner of the selling security holder is UBS AG, a publicly traded entity. UBS Securities LLC has an open short position covering 39,000 shares. | |
(24) | Phil Dumas is the natural person who has voting and investment control of the securities being offered. | |
(25) | Linden GP LLC is the general partner of the selling securityholder. Siu Min Wong is the managing director of Linden GP LLC. As such, Siu Min Wong is the natural person who has voting and investment control of the securities being offered. | |
(26) | S. Donald Sussman is the natural person who has voting and investment control of the securities being offered. | |
(27) | Shawn Bergerson is the natural person who has voting and investment control of the securities being offered. | |
(28) | Basso Capital Management, L.P. is the investment manager of the selling securityholder. Basso GP LLC is the general partner of Basso Capital Management, L.P. Howard Fischer is the managing member of Basso GP LLC. As such, Mr. Fischer is the natural person who has voting and investment control of the securities being offered. | |
(29) | The selling security holder is controlled by Fore Research & Management, LP, whose controlling manager is FORE GP II, LP. Matthew Li is the general partner of FORE GP II, LP and is the natural person who has investment and voting control over the securities being offered. | |
(30) | The selling security holder is controlled by Fore Research & Management, LP, whose controlling manager is FORE GP II, LP. Matthew Li is the general partner of FORE GP II, LP and is the natural person who has investment and voting control over the securities being offered. | |
(31) | The ultimate owner of the selling security holder is JPMorgan Chase & Co., a publicly traded entity. | |
(32) | Robert Zoellner is the natural person who has investment and voting control over the securities being offered. | |
(33) | The selling shareholder is a limited partnership. Victoria Eckert is the sole shareholder of the corporate general partner and the natural person who has investment and voting control over the securities being offered. | |
(34) | The ultimate owner of the selling security holder is Deutsche Bank Securities Inc., a publicly traded entity. | |
(35) | Tracy Maitland is the natural person who has investment and voting control over the securities being offered. | |
(36) | The selling security holder is a fund which cedes investment control to UBS OConnor LLC. UBS OConnor LLC makes all of the voting and investment decisions and is a wholly-owned subsidiary of UBS AG, a publicly traded entity. | |
(37) | Shawn Bergerson is the natural person who has investment and voting control over the securities being offered. | |
(38) | Phil Dumas is the natural person who has investment and voting control over the securities being offered. | |
(39) | Palisade Capital Management, LLC is the investment advisor of Rampart Convertible Arbitrage Investors, LLC. Jack Feiler is president of Palisade Capital Management, LLC. As such, Mr. Feiler is the natural person who has voting and investment control of the securities being offered. | |
(40) | Highbridge Capital Management, LLC (Highbridge) is the trading manager of Highbridge International LLC (HIC) and consequently has voting control and investment discretion over securities held by HIC. Glenn Dubin and Henry Swieca control Highbridge. | |
(41) | The ultimate owner of the selling security holder is HSBC Holdings PLC, a publicly traded entity. | |
(42) | The ultimate owner of the selling security holder is Wachovia Corporation, a publicly traded entity. | |
(43) | The total amount of notes accounted for in the table is $317,924,000; the total number of shares of common stock beneficially owned and accounted for in the table is 5,385,801. The selling security holders listed in the above table may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act or otherwise, some or all of the notes or shares of our common stock since the date on which the information in the above table was provided to us. | |
(44) | SSI Investment Management, Inc. is the investment advisor of the selling security holder. John Gottfurcht, George Douglas and Amy Jo Gottfurcht have control of SSI Investment Management, Inc. As such, they are the natural persons who have voting and investment control of the securities being offered. | |
(45) | Pursuant to the Investment Management Agreement signed and dated May 30, 2006, Brevan Howard Asset Management LLP has complete discretion to exercise voting power and investment control over the securities. Brevan Howard Asset Management LLP is authorized and regulated by the U.K. Financial Services Authority. | |
(46) | SG Americas Securities, LLC is the investment adviser of the selling security holder. Robert Marx is the natural person who has investment and voting control over the securities being offered. |