Prospectus Supplement No. 2

Filed Pursuant to Rule 424(b)(7)

(to Prospectus dated July 24, 2007)

Registration No. 333-144819

 

GRAPHIC

$200,000,000 1.00% Convertible Senior Notes due 2027


This prospectus supplement supplements the prospectus dated July 24, 2007 and the prospectus supplement dated August 29, 2007 (together, the “prospectus”) relating to the resale by certain selling securityholders of our 1.00% Convertible Senior Notes due 2027 (the “notes”) and the shares of our common stock issuable upon conversion of the notes.

You should read this prospectus supplement in conjunction with the prospectus. This prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes or supplements the information contained in the prospectus.

Investing in the notes and our common stock issuable upon conversion of the notes involves risks that are described in the “Risk Factors” section of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


The date of this prospectus supplement is September 24, 2007.




SELLING SECURITYHOLDERS

The information in the prospectus in the table under the caption “Selling Securityholders” is amended by adding the information below “Additional Selling Securityholders” table regarding certain selling securityholders.

The information set forth below is based on information provided by or on behalf of the selling securityholders prior to the date hereof.  Information concerning the selling securityholders may change from time to time. The selling securityholders may from time to time offer and sell any or all of the securities under the prospectus. Because the selling securityholders are not obligated to sell the notes or any shares of common stock issuable upon conversion of the notes, we cannot estimate the amount of the notes or how many shares of common stock that the selling securityholders will hold upon consummation of any such sales. In addition, since the date on which a selling securityholder provided this information to us, such selling securityholder may have sold, transferred or otherwise disposed of all or a portion of its notes or common shares issuable upon conversion of its notes.

Unless described below, based upon information provided by the selling securityholders prior to the date hereof, none of the selling securityholders beneficially owns in excess of 1% of our outstanding common stock.

 

 

Principal
Amount of 
Notes
Beneficially

 

Number of Shares
of Common Stock

 

Name

 

 

 

Owned and
Offered Hereby

 

Beneficially
Owned(1)(2)
 

 

Offered
Hereby(1)

 

GPX LX, LLC (3)
c/o Morgan Stanley & Co. Incorporated

 

 

1,320,000

 

 

 

26,842

 

 

 

26,842

 

 

Wolverine Convertible Arbitrage Fund Trading Limited (4)
c/o Morgan Stanley & Co. Incorporated

 

 

25,180,000

 

 

 

512,047

 

 

 

512,047

 

 

BNP Paribas Arbitrage (5)

 

 

6,000,000

 

 

 

122,013

 

 

 

122,013

 

 


(1)          Includes shares of common stock issuable upon conversion of notes, assuming conversion of all the named selling securityholder's notes at the initial conversion rate of 20.3355 shares of common stock per $1,000 principal amount at maturity of the notes. This conversion rate is subject to adjustment, however, as described in the prospectus under “Description of Notes—Conversion Rights—Payment Upon Conversion” and "Description of Notes—Conversion Rights—Conversion Rate Adjustments." As a result, the number of shares of common stock issuable upon conversion of the notes beneficially owned and offered by the named selling securityholder may increase or decrease in the future.

(2)          In addition to shares of common stock issuable upon conversion of the notes as described in footnote (1), also includes shares of common stock identified to us by the selling securityholder as owned by it.

(3)          GPC LX, LLC (“GPC”) is a Delaware limited liability company.  The limited liability company manager of GPC is Guggenheim Advisors, LLC (“GA”). The investment manager of GPC is Wolverine Asset Management, LLC (“WAM"). Mr. Christopher Gust is the portfolio manager that oversees the investment of the assets of GPC on behalf of WAM. The address of WAM is 175 West Jackson Boulevard, Suite 200, Chicago, Illinois 60604, Attention: Andrew Sujdak. Each of GA, WAM and Mr. Gust disclaims beneficial ownership of the securities held by GPC. IAM Capital Corporation (“IAM”), a limited purpose registered broker/dealer, is an indirect affiliate of GPC because both IAM and GPC are under the common control of The Governor and Company of the Bank of Ireland, through its subsidiaries.

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(4)   The investment manager of Wolverine Convertible Arbitrage Fund Trading Limited (“Wolverine”) is Wolverine Asset Management, LLC (“WAM”). Mr. Christopher Gust is the portfolio manager that oversees the investment of the assets of Wolverine on behalf of WAM. The address of WAM is 175 West Jackson Boulevard, Suite 200, Chicago, Illinois 60604, Attention: David Miller. Each of Wolverine, WAM and Mr. Gust disclaims beneficial ownership of the securities held by Wolverine.

(5)   The address of this securityholder is 787 Seventh Avenue, 8th Floor, New York, NY 10019.

(6)   Information about other selling securityholders will be set forth in other prospectus supplements, if required.

Except as noted above, based upon the information provided by the selling securityholders, none of the selling securityholders nor any of their affiliates, officers, directors or principal equity holders has held any position or office or has had any material relationship with us within the past three years.

Selling securityholders who are registered broker-dealers or affiliates of registered broker-dealers may be deemed to be “underwriters,” within the meaning of the Securities Act, with respect to the securities it sells pursuant to the prospectus. To our knowledge, no selling securityholder who is a registered broker-dealer or an affiliate of a registered broker-dealer received any securities as underwriting compensation.

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