Convertibles Calendar

DEC. 8 WEEK

HANOVER COMPRESSOR CO. (Symbol: HC): $100 million of 10-year convertible senior notes, with $15 million greenshoe; price talk of 4.75-5.25% yield, 43-48% initial conversion premium; noncallable for 7 years, 135% trigger in years 8 and 9, then freely callable in year 10; full dividend protection; joint bookrunners are JPMorgan Securities and Credit Suisse First Boston; set to price after Tuesday's close; Houston-based natural compression company also is selling $200 million of straight senior notes due 2010; proceeds earmarked to repay debt.

http://www.sec.gov/Archives/edgar/data/909413/000119312503090868/d424b3.htm

SERENA SOFTWARE INC. (Symbol: SRNA): Rule 144A; $150 million of 20-year convertible subordinated notes, with $30 million greenshoe; price talk of 1.25-1.75% yield, 27.5-32.5% initial conversion premium; coupon payments collateralized for three years; noncallable for 3 years, 130% trigger in years 4 and 5, then fully callable thereafter; puts in years 5, 10 and 15; 120% contingent conversion trigger; 120% contingent payment trigger; full dividend protection; joint bookrunners Merrill Lynch & Co. and UBS Investment Bank; pricing after the close Wednesday; San Mateo, Calif.-based software firm said, after purchasing the U.S. Treasuries and up to 1 million shares of common stock from investors in the notes, proceeds will be used for working capital and general corporate purposes, including potential acquisitions or strategic investments.

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:

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

GEO GROUP, INC. (Symbol: WHC): $200 million shelf filed Dec. 8 for common stock, preferred stock, debt securities, warrants and depositary shares; securities may be issued as convertibles; Boca Raton, Fla. operator of correctional, detention and mental health facilities formerly known as Wackenhut Corrections Corp. will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/923796/000095014403013503/g86183sv3.htm

TRIARC COMPANIES, INC. (Symbol: TRY): $2 billion shelf filed Dec. 4 for common stock, preferred stock, debt securities and warrants; securities may be issued as convertibles or units; New York restaurant operator will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/30697/000095014203002316/forms-3_1203.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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