I want to address this from the S-3 before some knucklehead does.....There is "1" holder of these bonds...STATE STREET BANK AND TRUST and they may have got the money here my post#7055
STAT03 STATE STREET RESR & MGMT -2022000 0
<<Securities Offered................. $172,500,000 principal amount of 3 1/2%/7 1/4% Step-Up Convertible Subordinated Notes due 2004 (the "Notes"), issued under an indenture dated as of August 6, 1997 (the "Indenture") between the Company and State Street Bank and Trust Company of California, N.A. as trustee (the "Trustee") and Common Stock issuable upon conversion thereof..>>
Fundamental Change................. Upon the occurrence of any Fundamental Change (as defined) prior to the maturity of the Notes, each holder shall have the right, at such holder's option, to require the Company to redeem all or any part (provided that the principal amount is $1,000 or an integral multiple thereof) of such holder's Notes at the redempetion prices set forth in "Description of Notes," subject to adjustment in certain events, together with accrued interest. See Description of Notes-- Redemption at Option of the Holder."
The Company shall redeem such Notes at a price equal to the accreted value of the Note to, but excluding, the date of redemption; provided that, if the Applicable Price (as defined) is less than the Reference Market Price (as defined), the Company shall redeem such Notes at a price equal to the foregoing redemption
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price multiplied by the fraction obtained by dividing the Applicable Price by the Reference Market Price. In each case, the Company shall also pay accrued interest on the redeemed Notes to, but excluding, the Repurchase Date; provided that, if such Repurchase Date is an interest payment date, then the interest payable on such date shall be paid to the holder of record of the Notes on the relevant record date. The Company is required to mail to all holders of record of the Notes a notice of the occurrence of a Fundamental Change and of the redemption right arising as a result thereof on or before the tenth day after the occurrence of such Fundamental Change. The Company is also required to deliver the Trustee a copy of such notice. To exercise the redemption right, a holder of Notes must deliver, on or before the 30th day after the date of the Company's notice of a
Fundamental Change (the "Fundamental Change Expiration Time"), written notice of the holder's exercise of such right, together with the Notes to be so redeemed, duly endorsed for transfer, to the Company (or an agent designated by the Company for such purpose). Payment for Notes surrendered for redemption (and not withdrawn) prior to the Fundamental Change Expiration Time will be made promptly following the Repurchase Date. The term "Fundamental Change" means the occurrence of any transaction or event in connection with which all or substantially all Common Stock shall be exchanged for, converted into, acquired for or constitute the right to receive consideration which is not all or substantially all common stocklisted(or,upon consummation of or immediately following such transaction or event, which will be listed) on a United States national securities exchange or approved for quotation on the Nasdaq National Market or any similar United States system of automated dissemination of quotations of securities prices (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise). The term
"Applicable Price" means (i) in the event of a Fundamental Change in which the holders of the Common Stock receive only cash, the amount of cash received by the holder of one share of Common Stock and (ii) in the event of any other Fundamental Change, the average of the last reported sale price for the Common Stock during the ten trading days prior to the record date for the determination
of the holders of Common Stock entitled to receive cash, securities, property orother assets in connection with such Fundamental Change, or, if there is no such record date, the date upon which the holders of the Common Stock shall have the right to receive such cash, securities, property or other assets in connection with the Fundamental Change. The term "Reference Market Price" shall mean
$24.375 (which is equal to 66 2/3% of the last bid price of the Common Stock prior to the original issuance of the Notes, as adjusted to reflect the Company's 2-for-1 stock split effective August 21, 1997) and in the event of any adjustment to the conversion price described above pursuant to the provisions of the Indenture, the Reference Market Price shall also be adjusted so that the ratio of the Reference Market Price to the conversion price after giving effect
to any such adjustment shall always be the same as the ratio of $24.375 to the conversion price of $47.00 per share (without regards to any adjustment thereto). |
