424B3 1 d424b3.htm PROSPECTUS SUPPLEMENT NO. 3 TO PROSPECTUS DATED APRIL 28, 2005 Prospectus Supplement No. 3 to Prospectus dated April 28, 2005

Filed Pursuant to Rule 424(b)(3)

File No. 333-122316

 

Prospectus Supplement No. 3

(To Prospectus dated April 28, 2005)

 

$175,000,000

 

LOGO

3.50% CONVERTIBLE SENIOR NOTES DUE 2024

AND

COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES

 

This prospectus supplement No. 3 supplements and amends the prospectus dated April 28, 2005 (as previously supplemented by prospectus supplement No. 1 dated May 25, 2005 and prospectus supplement No. 2 dated June 29, 2005) relating to $175,000,000 aggregate original principal amount of our 3.50% Convertible Senior Notes due 2024 and shares of our common stock issuable upon conversion of the notes held by the selling securityholders.

 

The table beginning on page 59 of the prospectus sets forth information with respect to the selling securityholders and the respective amounts of notes beneficially owned by each selling securityholder that may be offered pursuant to the prospectus. The table is hereby supplemented and amended as follows:

 

Name of Selling Securityholder  

Principal Amounts

of Notes

Beneficially

Owned

That May

be Sold

  

Percentage of

Notes

Outstanding

    

Number of

Shares of

Common

Stock that

May Be

Sold (1)

  

Percentage of

Common Stock

Outstanding (2)

Argentum Multistrategy Fund Ltd.-Classic (43)

   $ 20,000   0.01 %   935   *

Castlerigg Master Investments Ltd. (44)

   $ 12,000,000   6.86 %   561,465   2.24%

Institutional Benchmarks Masterfund Limited (19)

   $ 2,900,000   1.66 %   126,985   *

MSS Convertible Arbitrage 2 (45)

   $ 70,000   0.04 %   3,275   *

Sage Capital Management, LLC (46)

   $ 2,500,000   1.43 %   116,970   *

San Diego County Employees Retirement Association (19)

   $ 2,900,000   1.66 %   126,985   *

SG Americas Securities, LLC (47)

   $ 2,500,000   1.43 %   116,970   *

Zazove Convertible Arbitrage Fund, L.P. (19)

   $ 9,000,000   5.14 %   421,092   1.68%

Zazove Income Fund, L.P. (19)

   $ 2,600,000   1.49 %   126,648   *
(43) Henry J. Cox of Argent Financial Group (Bermuda), Ltd., the manager of Argentum Multistrategy Fund Ltd.-Classic has the power to direct the voting and disposition of securities held by the selling securityholder.
(44) Thomas Sandell of Sandell Asset Management Corp., the investment manager of Castlerigg Master Investments Ltd., has the power to direct the voting and disposition of securities held by the selling securityholder.
(45) Nathanial Brown and Robert Richardson of Argent Management Company, LLC, the manager of MSS Convertible Arbitrage 2, have the power to direct the voting and disposition of securities held by the selling securityholder.
(46) Peter deLissier has the power to direct the voting and disposition of securities held by the selling securityholder.
(47) The selling securityholder is a publicly traded, SEC-reporting company. The selling securityholder is also a registered broker-dealer and is an “underwriter” of the notes and the underlying common stock within the meaning of the Securities Act.

The prospectus dated April 28, 2005, as amended and supplemented by this prospectus supplement No. 3 constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the notes and the common stock issuable upon conversion of the notes.

 

Investing in these notes involves risks. See “Risk Factors” beginning on page 3.

 

The date of this prospectus supplement is October 11, 2005