424B7 1 d424b7.htm PROSPECTUS SUPPLEMENT NO. 2 Prospectus Supplement No. 2
PROSPECTUS SUPPLEMENT NO. 2   Filed Pursuant to Rule 424(b)(7)
(To Prospectus Dated August 14, 2007)   File No. 333-145422

LOGO

$600,000,000

2.50% Convertible Senior Notes due 2036

Shares of Common Stock Issuable Upon Conversion of the Notes

This prospectus supplement no. 2 supplements our prospectus dated August 14, 2007 relating to the resale from time to time by certain selling securityholders of up to $600,000,000 aggregate principal amount of 2.50% Convertible Senior Notes due 2036 and the shares of common stock issuable under certain circumstances upon conversion of the notes. You should read this prospectus supplement no. 2 in conjunction with the prospectus. This prospectus supplement no. 2 is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement no. 2 supersedes that information.

The information appearing under the heading “Selling Securityholders” in the prospectus is hereby amended by the addition or substitution, as applicable, of the following:

 

Selling Securityholder

       Principal Amount
of Notes
Beneficially
Owned and
Offered Hereby
   Number of Shares
of Common Stock
Beneficially
Owned and
Offered Hereby (1)

Bear, Stearns & Co. Inc. (2)(3)

   $ 3,500,000    47,161

DaimlerCrysler Corp Emp#1 Pension Plan, dtd 4/1/89 (4)

   $ 2,828,000    38,106

Florida Power and Light Group Employee Pension Plan (4)

   $ 1,092,000    14,714

Guardian Pension Trust (3)(5)

     $ 600,000    8,084

Inflective Convertible Opportunity Fund I, Limited (3)(6)

   $ 4,000,000    53,899

Inflective Convertible Opportunity Fund I, L.P. (3)(6)

   $ 2,100,000    28,297

Institutional Benchmark Series-Ivan Segregated Acct (3)(6)

   $ 1,400,000    18,864

Lyxor/Inflective Convertible Opportunity Fund (3)(6)

   $ 2,900,000    39,076

Rampart Convertible Arbitrage Investors, LLC (II) (4)

   $ 498,000    6,710

Tempo Master Fund LP (7)

   $ 6,750,000    90,954
             

Total

   $ 25,668,000    345,865
             

(1) Represents an estimated number of shares of our common stock issuable under certain circumstances assuming conversion of all of the selling securityholder’s notes into common stock, based on the initial conversion rate of 13.4748 shares of our common stock per 1,000 principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described in this prospectus under “Description of the Notes—Conversion Rate Adjustments.” As a result, the number of shares of our common stock issuable upon conversion of the notes may increase or decrease in the future.

 

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

 

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

 

(4) Jack Feiler, chief investment officer of Palisade Capital Management, LLC, investment advisor to the selling securityholder, is the natural person who may exercise voting power and investment control over the selling securityholder and the selling securityholder’s notes and common stock issuable upon the conversion of the notes.

 

(5) John B. Murphy, managing director of The Guardian Life Insurance Co. of America, is the natural person who may exercise voting power and investment control over the selling securityholder and the selling securityholder’s notes and common stock issuable upon the conversion of the notes.

 

(6) Thomas J. Ray, chief investment officer of Inflective Asset Management, the entity that has sole voting and dispositive power over the selling securityholder, is the natural person who may exercise voting power and investment control over the selling securityholder and the selling securityholder’s notes and common stock issuable upon the conversion of the notes.

 

(7) J. David Rogers is the natural person who may exercise voting power and investment control over the selling securityholder.


Information concerning the selling securityholders may change from time to time and any changed information will be set forth in additional supplements to the prospectus if and when necessary. In addition, the conversion rate and, therefore, the number of shares of common stock issuable upon conversion of the notes under certain circumstances, is subject to adjustment under certain circumstances.

Based upon information 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.

To the extent any of the selling securityholders listed above are broker-dealers, they are deemed to be, under interpretations of the SEC, “underwriters” within the meaning of the Securities Act.

With respect to the selling securityholders listed above that are affiliates of broker-dealers, we believe that such entities acquired their notes and underlying common stock in the ordinary course of business and, at the time of the purchase of the notes and the underlying common stock, such selling securityholders had no agreements or undertakings, directly or indirectly, with any person to distribute the notes or underlying common stock.

None of the selling securityholders listed above owned 1% or more of our outstanding common stock either before or after this offering.

Investing in these securities involves risks. See “Risk Factors” beginning on page 6 of the prospectus.

 


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.

 


The date of this supplement is October 24, 2007.