Convertibles Calendar

WEEK OF JUNE 23

CMS ENERGY CORP. (Symbol: CMS): Rule 144A; $150 million of 20-year convertible senior notes, with $50 million greenshoe; price talk of 2.375-2.875% yield, 48-52% initial conversion premium; noncallable for 5 years with puts in years 5, 10 and 15 payable in cash only; contingent conversion trigger of 120%; dividend protection by conversion ratio adjustment; proceeds to pay off $150 million of its 8.375% reset put securities; via lead manager Citigroup; set to price after the close Wednesday.

ELECTRONIC DATA SYSTEMS CORP. (Symbol: EDS): Rule 144A; $600 million of 20-year convertible senior notes, with $90 million greenshoe; price talk of 3.375-3.875% yield, 41-46% initial conversion premium; noncallable for 7 years with puts in years 7, 10 and 15 payable in cash only; contingent conversion trigger of 120%; contingent payment trigger of 120% through year 7, then 110%; dividend protection by conversion ratio adjustment; IT services firm also plans $500 million of 10-year straight senior notes; proceeds for general corporate purposes; convert rated Baa3 by Moody's, expected BBB by S&P; via joint lead managers Citigroup and Banc of America Secutiries; set to price after the close Wednesday.

GENERAL MOTORS CORP. (Symbol: GM): $3.5 billion 30-year convertible senior debentures; non-callable for seven years, puts in years 15, 20 and 25; contingent conversion feature with 120% hurdle and 95% parity trigger; dividend protection; 15% greenshoe; via bookrunners Merrill Lynch & Co., Morgan Stanley and Citigroup; proceeds to help fund U.S. pension funds and other retiree benefit obligations; Detroit automaker; pricing after close Thursday.

http://www.sec.gov/Archives/edgar/data/40730/000119312503011346/d424b3.htm

MCMORAN EXPLORATION CO. (Symbol: MMR): Rule 144A; $100 million of five-year convertible senior notes; price talk of 5.5-6.0% yield, 25-30% initial conversion premium; noncallable with coupon payments for three years collateralized with Treasuries; also a common dividend pass-through in the form of an adjustment to the conversion ratio; $15 million greenshoe; via lead manager Merrill Lynch; Jefferies & Co. is co-manager; set to price after the close Thursday.

ON THE HORIZON

VALERO ENERGY CORP. (Symbol: VLO): $250 million of three-year mandatory convertibles; with $250 million cash, proceeds would go to purchase a Louisiana refinery from Orion Refining Corp., which has filed bankruptcy; timing depends on court approval of the sale.

RECENT SHELF FILINGS

SMITHFIELD FOODS, INC. (Symbol: SFD): $750 million shelf filed June 20 for common shares, preferred shares, depositary shares, warrants, senior debt securities, subordinated debt securities, trust preferred securities, stock purchase contracts and stock purchase units; securities may be issued as convertibles; Smithfield, Va. pork and beef processor will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/91388/000095016803002183/ds3.htm

SOUTHWEST GAS CORP. (Symbol: SWX): $300 million shelf filed June 24 for debt securities, trust debt securities, preferred stock, depositary shares and common stock; securities may be issued as convertibles; Las Vegas natural gas transportation and distribution company will use proceeds to retire debt, redeem trust preferreds and for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/92416/000089843003003322/ds3.htm

XTO ENERGY INC. (Symbol: XTO): $1 billion shelf filed June 20 for debt securities, preferred stock, common stock and warrants; securities may be issued as convertibles; Fort Worth, Texas independent energy company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/868809/000119312503011696/ds3.htm

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