Convertible information.
(since this looks like it will once again become a topic/concern)
Conversion Ratio . . . . . . .The Convertible Notes are convertible,
at the option of the holder, into that
number of shares of Common Stock of the
Company equal to the Accreted Value of
the Convertible Notes being converted
(on the date of conversion) divided by
$20.625, subject to adjustment in
certain events (the "Conversion Ratio").
Accordingly, the number of shares of
Common Stock issuable upon conversion of
the Convertible Notes will increase as
the Accreted Value of the Convertible
Notes increases. On October 23, 1996,
the date on which the Convertible Notes
are first convertible, the aggregate
Accreted Value of the Convertible Notes
will be approximately $85.88 million,
which would be convertible into an
aggregate of approximately 4,164,000
shares of Common Stock. Immediately
prior to maturity in October 2005,
assuming no Convertible Notes have yet
been converted, the aggregate Accreted
Value of the Convertible Notes would be
approximately $147.1 million, which
would be convertible into an aggregate
of approximately 7,133,000 shares of
Common Stock.
Mandatory Conversion . . . . .If the closing sale price of the Common
Stock on the Nasdaq National Market
during any period described below has
exceeded the price for such period
referred to below for at least 30
consecutive trading days ("Market
Criteria," with the 30-day period being
referred to as the "Market Criteria
Period"), all of the Convertible Notes
will be automatically converted into
that number of shares of Common Stock
derived by application of the Conversion
Ratio at the close of business on the
last day of the Market Criteria Period:
Number of
Shares Issuable
if Closing
Price Met as
12 Months Closing of Last Day
Beginning Sale Price of Period
--------- ---------- ---------
October 15, 1996 $39.13 4,150,725
October 15, 1997 $40.75 4,752,224
October 15, 1998 $42.38 5,440,802
October 15, 1999 $44.00 6,229,155 |
