Convertibles Calendar

DEC. 8 WEEK:

CENTERPOINT ENERGY INC. (Symbol: CNP): Rule 144A; $225 million of 20-year convertible senior unsecured notes, with $30 million greenshoe; price talk of 2.75-3.25% yield, 38-42% initial conversion premium; non-callable for 3 years, with puts in years 3, 8 and 13; 120% contingent conversion; via joint bookrunners Citigroup Global Markets and Deutsche Bank Securities; set to price after the close Thursday; Houston-based energy company will use proceeds to redeem a portion of the $250 million of 8.125% trust preferred securities issued by one of its subsidiary trusts and, pending that, to repay a portion of its credit facility.

MAGNUM HUNTER RESOURCES INC. (Symbol: MHR): Rule 144A; $100 million of 20-year convertible senior unsecured floating rate notes, with $25 million greenshoe; indicated to yield 3-month Libor flat to minus 25 basis points, 45-50% initial conversion premium; noncallable for 5 years, with puts in years 5, 10 and 15; via joint bookrunners Banc of America Securities and Deutsche Bank Securities; set to price after the close Thursday; Irving, Texas-based independent oil and gas company plans to use proceeds to repay debt under its revolving credit facility that was recently increased to allow for the redemption of all of its 10% senior unsecured notes due 2007.

SCOTTISH RE GROUP LTD. (Symbol: SCT): $115 million of three-year mandatory convertibles, noncallable, in the Hybrid Capital Units structure; price talk of 5.875-6.375% dividend, 18-22% initial conversion premium; rated BB by S&P; via sole bookrunner Bear Stearns & Co. Inc.; joint lead managers are UBS Investment Bank and JPMorgan Securities; scheduled to price after the close Thursday.

http://www.sec.gov/Archives/edgar/data/1064122/000095013603003048/file001.htm

DEC. 15 WEEK

ROPER INDUSTRIES INC. (Symbol: ROP): $150 million (proceeds) of 30-year discount cash-to-zero convertible notes, with $22.5 million (proceeds) greenshoe; cash dividend for 5 years; price talk of 4.0-4.5% yield, 27.5-32.5% initial conversion premium; noncallable for 5 years with puts in years 5, 10, 15, 20 and 25; 120% contingent conversion; 120% contingent payment; full dividend protection; Duluth, Ga.-based maker of specialty industrial controls to use proceeds to redeem senior notes; also selling 3.955 million shares and negotiating a new $650 million senior secured bank facility to finance the pending acquisition of Neptune Technology Group Holdings Inc. and repay its existing credit facilities; for pricing during the week of Dec. 15; Merrill Lynch & Co. is sole bookrunner; co-managers are Bank One, SunTrust Robinson Humphrey, McDonald Investments and Robert W. Baird & Co.

http://www.sec.gov/Archives/edgar/data/882835/000095014403013567/g86202e424b5.htm

ON THE HORIZON

AFFYMETRIX INC. (Symbol: AFFX): Rule 144A; $100 million of 30-year senior convertible notes, with $15 million greenshoe; puts in years 5, 10, 15, 20 and 25; biotech firm plans to announce Dec. 9 the redemption of all of its outstanding 5% convertible subordinated notes due 2006 ($102 million), and, subject to completion of the new convertible offering, to redeem all of its outstanding 4.75% convertible subordinated notes due 2007 ($165.5 million) with proceeds from the sale of the notes and available cash.

GOODYEAR TIRE & RUBBER CO. (Symbol: GT): at least $250 million of debt securities and at least $75 million of equity or equity-linked securities by Dec. 31, plus refinance its term loan and revolving credit facilities due April 2005 by Dec. 1, 2004; per a new master contract with the United Steelworkers of America.

KOMAG INC. (Symbol: KOMG): $70 million of 20-year convertible notes, with $10.5 million greenshoe, and 6 million shares of common stock; the notes will be non-callable for 7 years, with puts in years 7, 10 and 15; via bookrunner Bear Stearns & Co. Inc.; joint lead manager is U.S. Bancorp Piper Jaffray Inc. and co-managers are Needham & Co. Inc. and Thomas Weisel Partners LLC; proceeds to redeem $114 million outstanding senior secured notes due 2007, and general corporate purposes; pricing will be scheduled once registrations clear the Securities and Exchange Commission.

RECENT SHELF FILINGS WITH THE SEC:

CLEAR CHANNEL COMMUNICATIONS, INC. (Symbol: CCU): $3 billion shelf filed Dec. 10 for common stock, senior debt securities, subordinated debt securities, junior subordinated debt securities, class A and class B preferred stock, trust preferreds, warrants, stock purchase contracts and stock purchase units; securities may be issued as convertibles; includes $450 million previously registered but unsold; San Antonio, Texas media company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1043347/000095013403016526/d10774sv3.txt

CONSECO, INC. (Symbol: CNO): $3 billion shelf filed Dec. 5 for debt securities, common stock, preferred stock, depositary shares, warrants, purchase contracts and units; securities may be issued as convertibles; Carmel, Ind. insurance holding company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1224608/000122460803000015/shelf.txt

UNIVISION COMMUNICATIONS INC. (Symbol: UVN): $1.5 billion shelf filed Dec. 5 for debt securities, common stock, preferred stock, warrants, trust preferred securities and purchase contracts; securities may be issued as convertibles; Los Angeles Spanish-language media company will use proceeds to repay debt and for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1258588/000104746903039613/a2123110zs-3.htm

VODAFONE GROUP PLC (Symbol: VOD): $700 million shelf filed Dec. 5 for debt securities, warrants, preference shares and ordinary shares; securities may be issued as convertibles; Newbury, Berkshire, England mobile telecommunications company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/839923/000115697303001827/u46702fv3.htm

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