Convertibles Calendar

MARCH 5 WEEK

BARNES GROUP INC. (NYSE: B): $85 million 20-year convertible senior subordinated notes; Banc of America; Rule 144A; $15 million greenshoe; non-callable for seven years; puts in years seven, 10 and 15; contingent conversion at 130%, contingent payment at 120%; Bristol, Conn., maker of aerospace and industrial products will use proceeds to repay outstanding revolving debt; pricing Tuesday after the close; talked at a coupon of 3.125% to 3.625% and an initial conversion premium of 32.5% to 37.5%.

CYPRESS SEMICONDUCTOR CORP. (NYSE: CY): $500 million 2.5-year convertible senior notes; Credit Suisse; Rule 144A; $100 million greenshoe; non-callable; contingent conversion at 130%; San Jose, Calif., semiconductor manufacturer will use proceeds to buy common stock and to fund convertible note hedge and warrant transactions; pricing Wednesday after the close; talked at a coupon of 0.75% to 1.25% and an initial conversion premium of 20% to 25%.

DEVELOPERS DIVERSIFIED REALTY CORP. (Symbol: DDR): $400 million five-year convertible senior notes; Banc of America, JP Morgan, Wachovia (joint books); Rule 144A offering; $60 million greenshoe; non-callable; contingent conversion at 125%; Beachwood, Ohio, real estate investment trust focused on shopping centers will use proceeds to buy back $75 million common stock, to repay outstanding senior unsecured debt, to fund convertible note hedge transactions and for general purposes; pricing Wednesday after the close; talked at a coupon of 2.75% to 3.25%, an initial conversion premium of 20% and reoffered at 98.5.

ON THE HORIZON

BLACK HILLS CORP. (NYSE: BKH): Mandatory convertible securities; proceeds, along with new equity and unsecured debt, to replace bridge facility; bridge facility will be used to fund the Rapid City, S.D.-based diversified energy company's acquisition of Aquila, Inc.'s electric utility in Colorado and gas utilities in Colorado, Kansas, Nebraska and Iowa, along with the associated liabilities, for $940 million.

STANLEY WORKS (NYSE: SWK): equity-linked convertible debt to help finance acquisition of HSM Electronic Protection Services, Inc. from private investors for $545 million in cash; also to be funded with available cash and debt, including a $500 million credit agreement via Citigroup Global Markets Inc.

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