424B7 1 a07-2195_2424b7.htm 424B7

Prospectus Supplement

 

Filed Pursuant to Rule 424(b)(7)

(to Prospectus dated February 2, 2007)

 

Registration No. 333-140430

 

$1,725,000,000 1.75% Convertible Senior Notes due 2011
$1,725,000,000 1.75% Convertible Senior Notes due 2013


This prospectus supplement supplements the prospectus dated February 2, 2007 (the “prospectus”), relating to the resale by certain selling securityholders of our 1.75% Convertible Senior Notes due 2011 (the “2011 notes”) and  1.75% Convertible Senior Notes due 2013 (the “2013 notes,” and together with the 2011 notes, the “notes”) and the shares of our common stock issuable upon conversion of the notes.

You should read this prospectus supplement in conjunction with the prospectus.  This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus.

Investing in the notes and our common stock issuable upon conversion of the notes involves risks that are described in the “Risk Factors” section of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.


The date of this prospectus supplement is February 9, 2007.




 

SELLING SECURITYHOLDERS

The information in the prospectus in the table under the caption “Selling Securityholders” is amended by:

·                  replacing the information included therein regarding the selling securityholders identified in the first column of the “Revised Information Regarding Selling Securityholders” table below with the information set forth in the “Revised Information Regarding Selling Securityholders” table below;

·                  adding the information in the below “Additional Selling Securityholders” table regarding certain selling securityholders; and

·                  deleting the total row of such table.

The information set forth below is based on information previously provided by or on behalf of the selling securityholders.  Information concerning the selling securityholders may change from time to time. The selling securityholders may from time to time offer and sell any or all of the securities under the prospectus (as amended and supplemented hereby).  Because the selling securityholders are not obligated to sell the notes or any shares of common stock issuable upon conversion of the notes, we cannot estimate the amount of the notes or how many shares of common stock that the selling securityholders will hold upon consummation of any such sales. In addition, since the date on which a selling securityholder provided this information to us, such selling securityholder may have sold, transferred or otherwise disposed of all or a portion of its notes or common shares issuable upon conversion of its notes.

Unless described in the prospectus under the caption “Selling Securityholders” (as amended and supplemented hereby), based upon information previously provided by the selling securityholders, none of the selling securityholders beneficially owns in excess of 1% of our outstanding common stock.




 

Except as noted in the prospectus under the caption “Selling Securityholders” (as amended and supplemented hereby), based upon the information previously provided by the selling securityholders, none of the selling securityholders nor any of their affiliates, officers, directors or principal equity holders has held any position or office or has had any material relationship with us within the past three years.

Revised Information Regarding Selling Securityholders

 

 

Principal
amount of
2011 notes
beneficially

 

Principal
amount of
2013 notes
beneficially

 

Number of Shares
of Common Stock

 

Name (1)

 

owned and
offered
hereby

 

owned and
offered
hereby

 

Beneficially
Owned
(2)(3
)

 

Offered
Hereby (2)

 

ACIG Insurance Company (6)

 

$

880,000

 

$

 

54,734

 

54,734

 

Anthem Insurance Company, Inc. (7)

 

7,260,000

 

 

451,556

 

451,556

 

Catholic Mutual Relief Society of America (8)

 

570,000

 

 

35,453

 

35,453

 

Catholic Mutual Relief Society Retirement Plan and Trust (9)

 

335,000

 

 

20,836

 

20,836

 

Catholic Relief Insurance Company of America (10)

 

550,000

 

 

34,209

 

34,209

 

Citigroup Global Markets, Inc. (4)(11)

 

6,316,000

 

13,480,000

 

1,231,268

 

1,231,268

 

Dow Employees Pension Plan (12)

 

5,300,000

 

 

329,648

 

329,648

 

Employee’s Retirement of New Orleans Sewer / Water Board (13)

 

720,000

 

 

44,782

 

44,782

 

Excellus Health Plan, Inc. (14)

 

6,300,000

 

 

391,846

 

391,846

 

Federated Rural Electricity Insurance Exchange (15)

 

670,000

 

 

41,673

 

41,673

 

Indiana Lumbermens Mutual Insurance Company (16)

 

740,000

 

 

46,026

 

46,026

 

Injured Workers Insurance Fund of Maryland (17)

 

1,020,000

 

 

63,442

 

63,442

 

Koch Industries Inc. Master Pension Trust (18)

 

1,300,000

 

 

80,857

 

80,857

 

MacKay Shields LLC (5)(19)

 

43,757,000

 

 

2,721,589

 

2,721,589

 

MAG Mutual Insurance Company (20)

 

720,000

 

 

44,782

 

44,782

 

Midwest Medical Insurance Company (21)

 

540,000

 

 

33,587

 

33,587

 

Namic Insurance Company (22)

 

50,000

 

 

3,110

 

3,110

 

Qwest Occupational Health Trust (23)

 

1,170,000

 

 

72,771

 

72,771

 

Sagicor (American Founders) Life Insurance Company (24)

 

440,000

 

 

27,367

 

27,367

 

San Francisco Employees Retirement System (25)

 

4,533,000

 

 

281,943

 

281,943

 

The Doctors Company (26)

 

2,580,000

 

 

160,470

 

160,470

 

Trinity River Insurance Company (27)

 

650,000

 

 

40,429

 

40,429

 

UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage II Master Limited (5)(28)

 

4,800,000

 

3,622,000

 

523,830

 

523,830

 

UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master Limited (5)(28)

 

55,200,000

 

27,878,000

 

5,167,269

 

5,167,269

 

UBS O’Connor LLC F/B/O O’Connor Global Convertible Bond Master Limited (5)(28)

 

1,500,000

 

500,000

 

124,396

 

124,396

 

UBS Securities LLC (4)(29)

 

6,743,000

 

5,420,000

 

1,359,780

 

756,512

 

United National Insurance Company (30)

 

930,000

 

 

57,844

 

57,844

 

Virginia Retirement System (23)

 

17,715,000

 

 

1,101,834

 

1,101,834

 

Zazove Institutional Investment Grade Convertible Fund (31)

 

2,000,000

 

 

124,396

 

124,396

 

 

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Additional Selling Securityholders

 

 

Principal
amount of
2011 notes
beneficially

 

Principal
amount of
2013 notes
beneficially

 

Number of Shares
of Common Stock

 

Name (1)

 

owned and
offered hereby

 

owned and
offered hereby

 

Beneficially
Owned (2)(3)

 

Offered
Hereby (2)

 

Acacia Life Insurance Company

 

$

525,000

 

$

 

32,654

 

32,654

 

Agamas Continuum Master Fund, Ltd.

 

 

2,000,000

 

124,396

 

124,396

 

American Community Mutual Insurance Company

 

205,000

 

 

12,751

 

12,751

 

Ameritas Life Insurance Company

 

1,700,000

 

 

105,736

 

105,736

 

Banc of America Securities LLC (4)

 

10,000,000

 

10,000,000

 

1,243,956

 

1,243,956

 

Bayern-Invest-Dynamic

 

1,200,000

 

 

74,637

 

74,637

 

Bayvk El Fonds

 

4,300,000

 

 

267,451

 

267,451

 

Blue Cross Blue Shield of Arizona

 

295,000

 

 

18,348

 

18,348

 

Blue Cross Blue Shield of Mississippi

 

320,000

 

 

19,903

 

19,903

 

Catholic Family Life Insurance

 

170,000

 

 

10,574

 

10,574

 

Central Security Life Insurance Company

 

225,000

 

 

13,995

 

13,995

 

Century National Insurance Company

 

1,650,000

 

 

102,626

 

102,626

 

Champions Life Insurance Company

 

45,000

 

 

2,799

 

2,799

 

Cumberland Insurance Company

 

295,000

 

 

18,348

 

18,348

 

Cumberland Mutual Fire Insurance Company

 

1,190,000

 

 

74,015

 

74,015

 

Eastern Alliance Insurance Company

 

125,000

 

 

7,775

 

7,775

 

Empyrean Capital Fund, L.P. (32)

 

6,450,000

 

7,256,000

 

852,483

 

852,483

 

Empyrean Capital Overseas Benefit Plan (32)

 

1,372,000

 

1,543,000

 

181,307

 

181,307

 

Empyrean Capital Overseas Fund, Ltd. (32)

 

12,178,000

 

13,701,000

 

1,609,617

 

1,609,617

 

First Mercury Insurance Company

 

860,000

 

 

53,490

 

53,490

 

Forest Global Convertible Master Fund L.P. (33)

 

1,610,000

 

 

100,138

 

100,138

 

Forest Multi Strategy Master Fund SPC, on behalf of its Multi Strategy Segregated Portfolio (33)

 

47,000

 

 

2,923

 

2,923

 

Fort Dearborn Life Insurance Company — AAM C&S

 

1,100,000

 

 

68,418

 

68,418

 

Fort Dearborn Life Insurance Company — AAM Insured

 

1,800,000

 

 

111,956

 

111,956

 

Founders Insurance Company

 

265,000

 

 

16,482

 

16,482

 

Highbridge Convertible Arbitrage Master Fund L.P. (34)

 

1,837,000

 

23,900,000

 

1,600,785

 

1,600,785

 

Government of Singapore Investment Corporation Pte Ltd. (35)

 

55,310,000

 

 

7,687,521

 

3,440,160

 

 

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Principal
amount of
2011 notes
beneficially

 

Principal
amount of
2011 notes
beneficially

 

Number of Shares
of Common Stock

 

Name (1)

 

owned and
offered hereby

 

owned and
offered hereby

 

Beneficially
Owned (2)(3)

 

Offered
Hereby (2)

 

Grange Mutual Casualty Insurance Company

 

390,000

 

 

24,257

 

24,257

 

GuideOne Mutual Insurance Company

 

330,000

 

 

20,525

 

20,525

 

GuideOne Property and Casualty Insurance Company

 

125,000

 

 

7,775

 

7,775

 

GuideOne Specialty Mutual Insurance Company

 

60,000

 

 

3,732

 

3,732

 

Hannover Life Reassurance Company of America

 

1,690,000

 

 

105,114

 

105,114

 

HFR CA Global Opportunity Master Trust (33)

 

515,000

 

 

32,032

 

32,032

 

HFR RVA Select Performance Master Trust (33)

 

75,000

 

 

4,665

 

4,665

 

Institutional Benchmarks Master Fund Ltd. (33)

 

304,000

 

 

18,908

 

18,908

 

Integrity Mutual Insurance Company

 

250,000

 

 

15,549

 

15,549

 

Jewelers Mutual Insurance Company

 

170,000

 

 

10,574

 

10,574

 

Lehman Brothers Inc. (5)(36)

 

4,000,000

 

7,000,000

 

684,176

 

684,176

 

Lincoln Heritage Life Insurance Company

 

330,000

 

 

20,525

 

20,525

 

LLT Limited

 

650,000

 

 

40,429

 

40,429

 

Loyal Christian Benefit Association

 

85,000

 

 

5,287

 

5,287

 

Lyxor / Forest Fund Limited (33)

 

2,129,000

 

 

132,419

 

132,419

 

Main Street America Assurance Company

 

1,220,000

 

 

75,881

 

75,881

 

Medico Insurance Company

 

1,260,000

 

 

78,369

 

78,369

 

Medico Life Insurance Company

 

810,000

 

 

50,380

 

50,380

 

NCMIC

 

1,600,000

 

 

99,516

 

99,516

 

New Era Life Insurance Company

 

255,000

 

 

15,860

 

15,860

 

NGM Insurance Company

 

710,000

 

 

44,160

 

44,160

 

Platinum Grove Contingent Capital Master Fund

 

3,000,000

 

 

186,593

 

186,593

 

Quincy Mutual Fire Insurance Company

 

1,140,000

 

 

70,905

 

70,905

 

Scor Life Re

 

890,000

 

 

55,356

 

55,356

 

Stark Master Fund Ltd. (37)

 

10,000,000

 

60,000,000

 

4,353,846

 

4,353,846

 

State National Insurance Company

 

155,000

 

 

9,641

 

9,641

 

Taurus

 

4,600,000

 

 

286,110

 

286,110

 

Texas International Life — Citizens Life (38)

 

5,000

 

 

311

 

311

 

Texas International Life — UTA

 

75,000

 

 

4,665

 

4,665

 

The Northwestern Mutual Life Insurance Company — General Account (5)(38)

 

2,000,000

 

8,500,000

 

1,208,277

 

653,077

 

The Northwestern Mutual Life Insurance Company — Group Annuity Separate Account (5)(39)

 

 

500,000

 

586,299

 

31,099

 

Western American Life Insurance Company

 

105,000

 

 

6,531

 

6,531

 


(1)             Information concerning other selling securityholders will be set forth in supplements to this prospectus supplement from time to time, if required.

S-4




 

(2)             Includes shares of common stock issuable upon conversion of notes, assuming conversion of all the named selling securityholder’s notes at the initial conversion rate of 62.1978 shares of common stock per $1,000 principal amount at maturity of the notes.  This conversion rate is subject to adjustment, however, as described under “Description of Notes — Conversion Rights — Conversion Rate Adjustments” in the prospectus.  As a result, the number of shares of common stock issuable upon conversion of the notes beneficially owned and offered by the named selling securityholder may increase or decrease in the future.

(3)             In addition to shares of common stock issuable upon conversion of the notes as described in footnote (1), also includes shares of common stock identified to us by the selling securityholder as owned by it.

(4)             The selling securityholder is a broker-dealer.

(5)             The selling securityholder is an affiliate of a broker-dealer.

(6)             This amount reflects an increase of $210,000 from the principal amount of 2011 notes previously listed for ACIG Insurance Company in the prospectus.  ACIG Insurance Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(7)             This amount reflects an increase of $420,000 from the principal amount of 2011 notes previously listed for Anthem Insurance Company, Inc. in the prospectus.  Anthem Insurance Company, Inc. has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(8)             This amount reflects an increase of $340,000 from the principal amount of 2011 notes previously listed for Catholic Mutual Relief Society of America in the prospectus.  Catholic Mutual Relief Society of America has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(9)             This amount reflects an increase of $210,000 from the principal amount of 2011 notes previously listed for Catholic Mutual Relief Society Retirement Plan and Trust in the prospectus.  Catholic Mutual Relief Society Retirement Plan and Trust has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(10)       This amount reflects an increase of $180,000 from the principal amount of 2011 notes previously listed for Catholic Relief Insurance Company of America in the prospectus.  Catholic Relief Insurance Company of America has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(11)       This amount reflects an increase of $5,000,000 from the principal amount of 2013 notes previously listed for Citigroup Global Markets Inc. in the prospectus.  Citigroup Global Markets Inc. was an initial purchaser of notes in the private placement offering, and an affiliate of Citigroup Global Markets Inc. is a counterparty to certain of convertible note hedge transactions and warrant transactions that we entered into on November 13, 2006 concurrently with execution of the purchaser agreement for our sale of the notes to the initial purchasers.

(12)       This amount reflects an increase of $1,200,000 from the principal amount of 2011 notes previously listed for Dow Employees Pension Plan in the prospectus.  Dow Employees Pension Plan has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(13)       This amount reflects an increase of $90,000 from the principal amount of 2011 notes previously listed for Employee’s Retirement of New Orleans Sewer / Water Board in the prospectus.  Employee’s Retirement of New Orleans Sewer / Water Board has indicated that Zazove Associates, LLC

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                           is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(14)       This amount reflects an increase of $800,000 from the principal amount of 2011 notes previously listed for Excellus Health Plan, Inc. in the prospectus.  Excellus Health Plan, Inc. has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(15)       This amount reflects an increase of $420,000 from the principal amount of 2011 notes previously listed for Federated Rural Electricity Insurance Exchange in the prospectus.  Federated Rural Electricity Insurance Exchange has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(16)       This amount reflects an increase of $60,000 from the principal amount of 2011 notes previously listed for Indiana Lumbermens Mutual Insurance Company in the prospectus.  Indiana Lumbermens Mutual Insurance Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(17)       This amount reflects a decrease of $305,000 from the principal amount of 2011 notes previously listed for Injured Workers Insurance Fund of Maryland in the prospectus.  Injured Workers Insurance Fund of Maryland has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(18)       This amount reflects an increase of $400,000 from the principal amount of 2011 notes previously listed for Koch Industries Inc. Master Pension Trust in the prospectus.  Koch Industries Inc. Master Pension Trust has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(19)       This amount reflects an increase of $2,670,000 from the principal amount of 2011 notes previously listed for Mackay Shields LLC (“Mackay”) in the prospectus.  Mackay has indicated that it is an indirect wholly-owned subsidiary of New York Life Insurance Company, and that Edward Silverstein, a managing director of Mackay, has authority to make voting and disposition decisions regarding the notes and common stock issuable upon the conversion of the notes held by Mackay.

(20)       This amount reflects an increase of $80,000 from the principal amount of 2011 notes previously listed for MAG Mutual Insurance Company in the prospectus.  MAG Mutual Insurance Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(21)       This amount reflects an increase of $30,000 from the principal amount of 2011 notes previously listed for Midwest Medical Insurance Company in the prospectus.  Midwest Medical Insurance Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(22)       This amount reflects an increase of $15,000 from the principal amount of 2011 notes previously listed for Namic Insurance Company in the prospectus.  Namic Insurance Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(23)       This amount reflects an increase in the principal amount of 2011 notes previously listed in the prospectus of (i) $310,000 for Qwest Occupational Health Trust and (ii) $110,000 for Virginia Retirement System.  Each of Qwest Occupational Health Trust and Virginia Retirement System has indicated that (i) Zazove Associates LLC is the registered investment advisor with discretionary authority with respect to $490,000 of the 2011 notes and the common stock issuable upon the conversion of such notes held by Qwest Occupational Health Trust and $7,565,000 of the 2011 notes and the common stock issuable upon the conversion of such notes held by Virginia Retirement

S-6




 

                           System, (ii) Oaktree Capital management LLC (“Oaktree”) is the investment manager of each such selling securityholder with respect to $680,000 of the 2011 notes and the common stock issuable upon the conversion of such notes held by Qwest Occupational Health Trust and $10,150,000 of the 2011 notes and the common stock issuable upon the conversion of such  notes held by Virginia Retirement System, (iii) Oaktree does not own any equity interest in any such selling securityholder, but Oaktree does have voting and dispositive power over the aggregate principal amount of notes and common stock issuable upon the conversion of the notes that are held by such selling securityholder for which Oaktree is the investment manager, (iv) Lawrence Keele is a principal of Oaktree and is a portfolio manager for the named selling securityholders, and (v) Oaktree is the investment manager of OCM Investments, LLC, a broker-dealer.  Mr. Keele, Oaktree and all employees and members of Oaktree disclaim beneficial ownership of the notes and common stock issuable upon the conversion of the notes held by all such selling securityholders, except for their pecuniary interest therein.

(24)       This amount reflects an increase of $310,000 from the principal amount of 2011 notes previously listed for Sagicor (American Founders) Life Insurance Company in the prospectus.  Sagicor (American Founders) Life Insurance Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(25)       This amount reflects an increase of $1,210,000 from the principal amount of 2011 notes previously listed for San Francisco Employees Retirement System in the prospectus.  San Francisco Employees Retirement System has indicated that (i) Zazove Associates, LLC is the registered investment advisor with discretionary authority with respect to $3,150,000 of the 2011 notes and the common stock issuable upon the conversion of such notes held by it and (ii) Tracy Maitland exercises voting or investment power with respect to $1,383,000 of the 2011 notes and the common stock issuable upon the conversion of such notes held by it.

(26)       This amount reflects an increase of $320,000 from the principal amount of 2011 notes previously listed for The Doctors Company in the prospectus.  The Doctors Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(27)       This amount reflects an increase of $400,000 from the principal amount of 2011 notes previously listed for Trinity River Insurance Company in the prospectus.  Trinity River Insurance Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(28)       These amounts reflect an increase in the principal amount of 2013 notes previously listed in the prospectus of (i) $742,000 for UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage II Master Limited and (ii) $758,000 for UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master Limited.  The amount listed above for UBS O’Connor LLC F/B/O O’Connor Global Convertible Bond Master Limited represents an increase of $500,000 in the principal amount of 2011 notes previously listed in the prospectus.  Each of UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage II Master Limited, UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master Limited and UBS O’Connor LLC F/B/O O’Connor Global Convertible Bond Master Limited has indicated that they have ceded investment control to UBS O’Connor LLC, as investment manager, and that UBS O’Connor LLC is a wholly-owned subsidiary of UBS AG.  An affiliate of UBS AG was an initial purchaser of notes in the private placement offering.

(29)       This amount reflects an increase of $1,500,000 from the principal amount of 2013 notes previously listed for UBS Securities LLC in the prospectus.  UBS Securities LLC has indicated that Roy Irwin, on behalf of UBS Securities LLC, exercises voting or investment power over the notes and common stock issuable upon the conversion of the notes held by UBS Securities LLC.  Shares listed as beneficially owned in the “Revised Information Regarding Selling Securityholder” table above include 603,268 shares of our common stock that UBS Securities LLC has indicated are beneficially owned by certain of its affiliates.  UBS Securities LLC was an initial purchaser of notes in the private placement offering.

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(30)       This amount reflects an increase of $280,000 from the principal amount of 2011 notes previously listed for United National Insurance Company in the prospectus.  United National Insurance Company has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(31)       This amount reflects an increase of $740,000 from the principal amount of 2011 notes previously listed for Zazove Institutional Investment Grade Convertible Fund in the prospectus.  Zazove Institutional Investment Grade Convertible Fund has indicated that Zazove Associates, LLC is its General Partner.

(32)       Each of Empyrean Capital Fund, L.P., Empyrean Capital Overseas Benefit Plan and Empyrean Capital Overseas Fund, L.P. has indicated that Tian Xue exercises voting or investment power over the notes and common stock issuable upon the conversion of the notes held by it.

(33)       Each of Forest Global Convertible Master Fund L.P., Forest Multi Strategy Master Fund SPC (on behalf of its Multi Strategy Segregated Portfolio), HFR CA Global Opportunity Master Trust, HFR RVA Select Performance Master Trust, Institutional Benchmarks Master Fund Ltd. and Lyxor / Forest Fund Limited has indicated that (i) Forest Investment Management LLC exercises voting and/or dispositive power with respect to the notes and the common stock underlying the notes held by such selling securityholder, (ii) Forest Investment Management LLC is wholly owned by Forest Partners II LP, (iii) the sole general partner of Forest Investment Management LLC is Michael A. Boyd Inc., and (iv) Michael A. Boyd Inc. is controlled by Michael A. Boyd.

(34)       Highbridge Convertible Arbitrage Master Fund L.P. has indicated that Highbridge Capital Management, LLC is its trading manager and has voting control and investment discretion over the notes and common stock issuable upon conversion of the notes held by Highbridge Convertible Arbitrage Master Fund, L.P. and that Glenn Dubin and Henry Sweica control Highbridge Capital Management, LLC and have voting control and investment discretion over the notes and common stock issuable upon conversion of the notes held by Highbridge Convertible Arbitrage Master Fund L.P. Each of Highbridge Capital Management, LLC, Mr. Dubin and Mr. Sweica disclaim beneficial ownership of the notes and common stock issuable upon conversion of the notes held by Highbridge Convertible Arbitrage Master Fund L.P.

(35)       Shares listed as beneficially owned by Government of Singapore Investment Corporation Pte Ltd. in the “Additional Selling Securityholders” table above include 4,247,361 shares of our common stock such selling securityholder has indicated are beneficially owned by it.

(36)       Lehman Brothers Inc. was an initial purchaser of notes in the private placement offering.

(37)       Stark Master Fund Ltd. has indicated that Brian Stark and Michael Roth exercise voting or investment power over the notes and common stock issuable upon the conversion of notes held by it.

(38)       Texas International Life — Citizens Life has indicated that Zazove Associates, LLC is the registered investment advisor with discretionary authority over the notes and common stock issuable upon the conversion of the notes held by it.

(39)       Shares listed as beneficially owned by The Northwestern Mutual Life Insurance Company — General Account and The Northwestern Mutual Life Insurance Company — Group Annuity Separate Account in the “Additional Selling Securityholders” table above include 225,700 shares of our common stock such selling securityholders have indicated are beneficially owned by The Northwestern Mutual Life Insurance Company — General Account and 329,500 shares of our common stock such selling securityholders have indicated are beneficially owned by certain of their affiliates.  Such selling securityholders have indicated that (i) Northwestern Investment Management Company, LLC (“NIMC”), a wholly-owned company of Northwestern Mutual, is the investment adviser to Northwestern Mutual for its General Account and its Group Annuity Separate Account with respect to the notes and common stock issuable upon conversion of the notes held by such selling securityholders and therefore may be deemed to be an indirect beneficial owner with shared voting power/investment power with respect to such notes and common stock issuable upon the conversion of such notes, and (ii) Jerome R. Baier is a portfolio manager for NIMC and manages the portfolio which holds the notes and common stock issuable upon conversion of such notes and therefore may be deemed to be an indirect beneficial owner with shared voting power/investment power with respect to such notes and common stock issuable upon the conversion of such notes.  However, pursuant to Rule 14d-4 under the Securities Exchange Act of 1934, as amended, the immediately preceding statement shall not be construed a an admission that Mr. Baier is, for the purposes of section 13(d) or 13(g) of such Act, the beneficial owner of any securities covered by this statement.


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