To: Ken W who wrote (24139 ) 3/9/2001 5:54:09 AM From: Ditchdigger Read Replies (2) | Respond to of 29382 Hello Ken, don't know much about arbs..I guess one could short the stock against the shares which would be received from the Note conversion and just collect the interest..If that were the case, I would have expect short interest to increase as the price has increased..Instead it is just the opposite, short interest of 4.26mm is at a 52 week low.. the bonds..now 10% W/ an automatic conversion clause..Regardless the market very well could take the stock down to 7.5 or so,,I'll probablky have to grab a few more shares..Going to be a wild ride today ;^(..At least we are expecting 6-12" of new snow<lol> In March 2000, an exchange offer was completed whereby the Company offered to issue 10% convertible subordinated notes ("10% Notes") due September 2004 in exchange for its 6.5% Notes. Holders of the 6.5% Notes were offered the opportunity to receive $1,000 principal amount of a 10% Note for each $2,000 principal of 6.5% Notes redeemed. Approximately $325.2 million of the existing 6.5% Notes were exchanged for $162.6 million of new 10% Notes (nice deal for the company<g>) resulting in an extraordinary gain of $158.6 million (net of no tax and net of 37 40 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) debt issuance costs written off totaling approximately $5 million). In addition, the Company sold an additional $61.2 million of the 10% Notes for cash and payment of fees related to the exchange. Interest is paid semi-annually in March and September. The 10% Notes are subordinated in right of payment to all existing and future senior debt of the Company and any existing notes. The 10% Notes may be redeemed at the option of the Company at any time prior to maturity. The Company has an option to elect automatic conversion of the 10% Notes if the stock price has averaged 200% of the conversion price for at least 20 trading days during a 30 trading day period. If the automatic conversion occurs on or prior to March 5, 2002, the Company is obligated to pay in cash or stock, at its option, an amount equal to two years of interest less any interest already paid prior to the automatic conversion. In conjunction with meeting the criteria to elect automatic conversion and the Company's decision to do so in September 2000, the Company accrued approximately $29.3 million related to the "make whole" provision. The 10% Notes are convertible at any time by the noteholder at a conversion rate of 221.72949 shares per $1,000 principal amount of 10% Notes (equivalent to approximately $4.51 per share), subject to adjustment. As of September 30, 2000, approximately $187.5 million of the 10% Notes were outstanding. (See Note 15.)