| the prospectus dated December 11, 2006 which we refer to as the prospectus; | ||
| the prospectus supplement dated December 11, 2006, which we refer to as the prospectus supplement; | ||
| supplement no. 1 dated January 31, 2007 to the prospectus and the prospectus supplement; | ||
| supplement no. 2 dated February 2, 2007 to the prospectus and the prospectus supplement; and | ||
| supplement no. 3 dated March 23, 2007 to the prospectus and the prospectus supplement. |
| supplemented by adding the information regarding certain selling securityholders set forth in the table entitled Additional Selling Securityholders below; and | ||
| amended by replacing the information in any of the prior registration documents regarding the selling securityholders identified in the table entitled Revised Information Regarding Selling Securityholders below with the information set forth in the table entitled Revised Information Regarding Selling Securityholders below. |
Number of | ||||||||||||||||||||||||||
Number of | Shares of | |||||||||||||||||||||||||
Principal | Principal | Shares of | Common | Natural | ||||||||||||||||||||||
Amount of | Percentage | Amount of | Percentage | Common | Stock | Person(s) | ||||||||||||||||||||
2011 Notes | of 2011 | 2013 Notes | of 2013 | Stock | Beneficially | with Voting | ||||||||||||||||||||
Beneficially | Notes | Beneficially | Notes | Issuable that | Owned | or | ||||||||||||||||||||
Name of Selling | Owned and | Outstanding | Owned and | Outstanding | May Be | After the | Investment | |||||||||||||||||||
Securityholder(1) | Offered (USD) | (%) | Offered (USD) | (%) | Offered(2)(3) | Offering (4) | Power | |||||||||||||||||||
Highbridge Convertible
Arbitrage Master Fund, LP |
12,300,000 | 1.1 | % | 7,600,000 | * | 1,040,671 | | (5) | ||||||||||||||||||
Oppenheimer Convertible
Securities Fund |
4,000,000 | * | | | 209,180 | | (7) | |||||||||||||||||||
RCG PB, Ltd. |
3,620,000 | * | | | 189,308 | | (6) | |||||||||||||||||||
S.A.C Arbitrage Fund, LLC |
17,000,000 | 1.5 | % | 20,000,000 | 2.0 | % | 1,934,918 | | (9) | |||||||||||||||||
Sanno Point
Master Fund Ltd |
| | 2,000,000 | * | 104,590 | | David Hammond and Mark Tanaka |
Number of | ||||||||||||||||||||
Number of | Shares of | |||||||||||||||||||
Principal | Principal | Shares of | Common | Natural | ||||||||||||||||
Amount of | Percentage | Amount of | Percentage | Common | Stock | Person(s) | ||||||||||||||
2011 Notes | of 2011 | 2013 Notes | of 2013 | Stock | Beneficially | with Voting | ||||||||||||||
Beneficially | Notes | Beneficially | Notes | Issuable that | Owned | or | ||||||||||||||
Name of Selling | Owned and | Outstanding | Owned and | Outstanding | May Be | After the | Investment | |||||||||||||
Securityholder(1) | Offered (USD) | (%) | Offered (USD) | (%) | Offered(2)(3) | Offering (4) | Power | |||||||||||||
Credit Suisse
Securities (USA)
LLC (+)
|
| | 5,290,000 | (8) | * | 276,641 | | (7) |
(*) | Less than one percent (1%). | |
(+) | The selling securityholder is a registered broker-dealer. | |
(++) | The selling securityholder is an affiliate of a registered broker-dealer. |
(1) | Information concerning other selling securityholders will be set forth in additional supplements to the prospectus supplement from time to time, if required. | |
(2) | Assumes conversion of all of the selling securityholders Notes at a conversion rate of 52.2951 shares of Common Stock per $1,000 principal amount of the Notes upon maturity. This conversion rate is subject to adjustment as described in Description of the Notes -Adjustment to Conversion Rate above. As a result, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease in the future. Excludes shares of Common Stock that may be issued by us upon the repurchase of the debentures as described under Description of the Notes Repurchase at the Option of the Holder Upon a Change in Control above and fractional shares. Securityholders will receive a cash adjustment for any fractional share amount resulting from conversion of the Notes, as described in Description of the Notes Conversion Rights above. | |
(3) | Calculated based on Rule 13d-3(d)(i) of the Exchange Act. The number of shares of Common Stock beneficially owned by each securityholder named above is less than 1% of our outstanding common stock calculated based on 881,372,834 shares of common stock outstanding as of June 30, 2007. In calculating this amount for each securityholder, we treated as outstanding the number of shares of common stock issuable upon conversion of that securityholders Notes, but we did not assume conversion of any other securityholders Notes. | |
(4) | For purposes of computing the number and percentage of Notes and shares of common stock to be held by the selling securityholders after the conclusion of the offering, we have assumed for purposes of this table above that the selling securityholders named above will sell all of their Notes and all of the common stock issuable upon conversion of their Notes offered by this prospectus, and that any other shares of our Common Stock beneficially owned by these selling securityholders will continue to be beneficially owned. | |
(5) | Highbridge Capital Management, LLC (Highbridge) is the trading manager of Highbridge Convertible Arbitrage Master Fund, LP (Highbridge Fund) and has voting control and investment discretion over securities held by Highbridge Fund. Glenn Dubin and Henry Swieca control Highbridge and have voting control and investment discretion over the securities held by Highbridge Fund. Each of Highbridge, Glenn Dubin and Henry Swieca disclaims beneficial ownership of the securities held by Highbridge Fund. | |
(6) | Ramius Capital Group, L.L.C. (Ramius Capital) is the investment advisor of RCG PB Ltd. (RCG PB LTD) and consequently has voting control and investment discretion over securities held by RCG PB LTD. Ramius Capital disclaims beneficial ownership of the shares held by RCG PB LTD. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M . Solomon are the sole managing members of C4S & Co., L.L.C., the sole managing members C4S & Co., L.L.C., the sole managing member of Ramius Capital. As a result, Messrs. Cohen, Stark, Strauss and Solomon may be considered beneficial owners of any shares deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these shares. | |
(7) | Selling securityholder files periodic reports pursuant to the 1934 Securities Act or is an affiliate thereof. | |
(8) | This amount is in addition to the number of 2013 Notes previously listed for this selling securityholder in the prospectus supplement no. 1 dated January 31, 2007 to the prospectus supplement. | |
(9) | Pursuant to investment agreements, each of S.A.C. Capital Advisors, LLC, a Delaware limited liability company (SAC Capital Advisors), and S.A.C. Capital Management, LLC, a Delaware limited liability company (SAC Capital Management), share all investment and voting power with respect to the securities held by S.A.C. Arbitrage Fund, LLC. Mr. Steven A. Cohen controls both SAC Capital Advisors and SAC Capital Management. Each of SAC Capital Advisors, SAC Capital Management and Mr. Cohen disclaim beneficial ownership of any of these shares. |