High Yield Calendar

Total amount of high-yield bond offerings being marketed: $3.915 billion and €105 million

WEEK OF MAY 24

SAMSONITE CORP.: $325 million Rule 144A/Regulation S notes in two tranches: $200 million senior subordinated notes due 2011, non-callable for four years (B3/B-), price talk 8 7/8% area, pricing Tuesday, via Merrill Lynch & Co., Deutsche Bank Securities (joint), Lehman Brothers, UBS Investment Bank (co's), and €105 million floating-rate notes due 2010, non-callable for two years (B1/B+), price talk three-month Euribor plus 437.5 basis points area, pricing Wednesday, via Deutsche Bank Securities, Merrill Lynch (joint), Lehman Brothers, UBS Investment Bank (co's); to retire its outstanding 10¾% senior subordinated notes due 2008; Denver-based manufacturer of luggage and travel-related products.

CONCENTRA OPERATING CORP.: $150 million senior subordinated notes due 2012 (B3/B-); Credit Suisse First Boston, Citigroup (joint), JP Morgan, Deutsche Bank Securities, Jefferies & Co. (co's); Rule 144A; non-callable for four years; also $70 million term loan; proceeds along with borrowings under amended senior credit agreement, together with $48 million of cash to fund tender for 13% senior subordinated notes due 2009 and pay a $97 million dividend to parent Concentra Inc. to enable Concentra Inc. to pay a dividend to stockholders; Addison, Tex provider of financial services to health care industry; price talk 9½% area; pricing Tuesday afternoon.

TERPHANE HOLDING CORP.: $75 million (decreased from $100 million) senior secured notes due 2009 (B3/B-); Jefferies & Co.; Rule 144A; non-callable for three years; two-year 35% equity clawback; to fund a cash distribution to equity holders, and repay debt; producer of polyester films used in packaging and industrial applications, headquartered in Bloomfield, N.Y. and Sao Paulo, Brazil; price talk 12¼% area.

CLEAN HARBORS INC.: $150 million of senior notes (restructured from senior subordinated notes) due 2012 (maturity shortened from 2014) (Caa1/B); Credit Suisse First Boston, Goldman Sachs & Co. (joint); Rule 144A; non-callable for four years (decreased from five years); to refinance existing credit facility and subordinated notes, retire preferred stock; Braintree, Mass. company provides environmental remediation and hazardous waste management; price talk remains 10¾% area.

AUTOCAM CORP.: $140 million senior subordinated notes due 2014 (B3/B-); Goldman Sachs & Co., Citigroup (joint); 144A; non-callable for five years; to fund acquisition of the company by GS Capital Partners 2000, Transportation Resource Partners (formerly Penske Capital Partners) and chief executive officer John Kennedy from Aurora Capital Group; Kentwood, Mich. manufacturer of metal components and assemblies for performance and safety critical automotive applications; roadshow started May 17; pricing mid-to-late May 24 week.

THERMACLIME, INC.: $90 million senior secured notes due 2014 (B3/B-); Jefferies & Co (books), Guggenheim Capital Markets (co); Rule 144A/Regulation S; non-callable for five years; 35% equity clawback; to repay debt; wholly owned subsidiary of Oklahoma City-based climate control products manufacturer LSB Industries; roadshow May 14-27.

MAAX CORP.: $150 million senior subordinated notes due 2012 (B3/B-); Goldman Sachs & Co. (physical books), Merrill Lynch & Co. (joint bookrunner), RBC Capital Markets (co); Rule 144A/Regulation S with registration rights; also C$333 million senior secured credit facilities and C$177 million equity contribution; to support the acquisition of MAAX Corp. and repay debt; sponsors are J.W. Childs, Borealis Private Equity LP, and Ontario Municipal Employee Retirement System; Sainte-Marie de Beauce, Que. manufacturer of bathroom products and accessories; roadshow started May 19.

BCP CAYLUX HOLDING (CELANESE AG): $1.565 billion equivalent senior subordinated notes due 2014 in dollar and euro tranches (B2/B-), sizes to be determined; Morgan Stanley, Deutsche Bank Securities, Banc of America Securities (joint); Rule 144A/Regulation S (with registrations rights); non-callable for five years; to help fund €3.1 billion LBO by Blackstone; Celanese, a Kronnberg, Germany industrial chemical company, was spun off from the former Hoechst AG in 1999; roadshow May 18-19 in Europe, started May 20 in U.S.

FINLAY FINE JEWELRY CORP.: $200 million of senior unsecured notes due 2012 (B1/B+); Credit Suisse First Boston, JP Morgan (joint), SG Cowen (co); Rule 144A/Regulation S; non-callable for four years; proceeds plus revolver to fund tender for $150 million 8 3/8% senior notes due 2008 and $75 million Finlay Enterprises, Inc. 9% senior debentures due 2008; wholly owned subsidiary of Finlay Enterprises, Inc., New York City-based jewelry retailer; roadshow started May 21; pricing mid-to-late May 24 week.

HERBST GAMING, INC.: $150 million senior subordinated notes due 2012 (confirmed B3/expected B-); Lehman Brothers (books), Banc of America Securities, US Bancorp Piper Jaffrey, Wells Fargo Capital (co's); Rule 144A; non-callable for four years; to help fund tender for $217 million 10¾% senior secured notes due 2008; Las Vegas-based gaming company; roadshow May 24-26, expected to price Thursday.

WEEK OF MAY 31

LANGUAGE LINE INC.: $170 million senior subordinated notes due 2012 (Caa1/CCC+); Merrill Lynch & Co, Banc of America Securities; also $375 million credit facility; to help fund Abry Partners LLC acquisition of the company from Providence Equity Partners; Monterey, Calif. provider of over-the-phone interpretation services; roadshow started May 17; pricing June 2.

APPLETON PAPERS INC.: $350 million via two Rule 144A/Regulation S tranches: $150 million senior notes due 2011 (B2/BB-) and $200 million of senior subordinated notes due 2014 (B3/B+); Bear Stearns & Co., UBS Investment Bank; also new credit facility; to repay debt; Appleton, Wis. carbonless paper and printing products company; roadshow started May 21; expected to price on June 2.

E*TRADE FINANCIAL CORP.: $400 million of senior notes due 2011; Morgan Stanley; Rule 144A; to fund redemption of $162.5 million of convertible subordinated notes, including either or both of 6% convertible subordinated notes due 2007 and 6¾% convertible subordinated notes due 2008, and general corporate purposes; New York City-based online brokerage company; roadshow starts May 25; expected to price week of May 31.

MAY BUSINESS

ADESA INC.: $125 million (downsized from $200 million) senior subordinated notes due 2011 (B1); also $375 million credit facility (upsized from $350 million) via UBS, Merrill Lynch & Co.; also an IPO of common shares; to finance Adesa's spin-off from Allete Inc.; Carmel, Ind. operator of used vehicle and auto salvage auctions.

THIRD QUARTER

ROCKWOOD SPECIALTIES INC.: €500-€600 million high yield notes; Credit Suisse First Boston, Goldman Sachs & Co., UBS Investment Bank; to finance the €2.25 billion acquisition of MG Technologies CeramTec, Chemetall, Sachtleben and DNES divisions; the divisions will be combined with Rockwood; Princeton, N.J. chemical manufacturer' transaction expected to close third quarter of 2004.

2004 BUSINESS

KABEL DEUTSCHLAND GMBH: €1 billion-plus high yield bonds to fund purchase of former Deutsche Telekom assets Ish GmbH, Kabel BW and Iesy eKabel Hessen GmbH for €2.7 billion; Deutsche Bank, Goldman, Sachs & Co. advisors; largest cable network operator in Europe acquired in 2003 from Deutsche Telekom by a consortium of financial investors comprised of Apax Partners, Providence Equity Partners and Goldman Sachs Capital Partners; regulatory approval for the takeovers expected by fourth quarter of 2004.

ON THE HORIZON

ARGO-TECH CORP. $250 million senior unsecured notes due 2011 (B1/B); also $45 million credit facility; to fund tender for $195 million 8 5/8% senior subordinated notes due 2007, JP Morgan dealer manager, expires June 16, and repay preferred stock held by parent Agro-Tech Holdings; Cleveland, Ohio manufacturer of aircraft fuel-flow devices.

AMERICAN EQUITY INVESTMENT LIFE HOLDING CO.: $150 million senior notes due 2014 and 2016 (BB+); Merrill Lynch & Co., Raymond James, Advest, Wachovia Securities; off-the-shelf; non-callable for life; to refinance bank debt and general corporate purposes; West Des Moines, Iowa underwriter of annuity and insurance products; delayed May 7 pending Fitch rating.

HOLLYWOOD ENTERTAINMENT: $600 million: $400 million senior notes $200 million senior subordinated notes; UBS Investment Bank; Rule 144A; to fund acquisition of Oscar by Carso Holdings Corp., a Delaware corporation formed by affiliates of Leonard Green & Partners, LP.

HYUNDAI MOTOR CO.: $150-$200 million offshore floating-rate bonds (Ba1/BB), maturity to be determined; to repay debt; South Korean auto maker; pre-marketing.

US UNWIRED INC.: Debt securities to fund tender for $400 million 13 3/8% senior subordinated discount notes due 2009, Lehman Brothers dealer manager, offer expires June 9; Lake Charles, La. company holds direct or indirect ownership interests in five PCS affiliates of Sprint: Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and Gulf Coast Wireless.

PANAMSAT CORP.: High yield bonds and new credit facility; hear Credit Suisse First Boston, Citigroup to lead both components; to finance $4.3 billion acquisition by Kohlberg Kravis Roberts & Co. from The DirecTV Group Inc., expected to be completed in second half of 2004; Wilton, Conn. satellite operator.

ADELPHIA COMMUNICATIONS CORP.: $3.3 billion 10-year senior unsecured notes; non-callable for five years; part of $8 billion bond and bank loan exit financing from Chapter 11; Deutsche Bank Securities; Greenwood Village, Colo. cable television company.

SEITEL, INC.: $180 million high-yield bonds to help fund exit from Chapter 11; Houston seismic information and technology company.

SICPA: €150 million; BNP Paribas, Credit Suisse First Boston.

GLOBAL MOTORSPORT GROUP INC.: $85 million senior secured notes due 2008 (B-); Jefferies & Co.; Rule 144A; non-callable for three years; to repay bank debt; Morgan Hill, Calif.-based aftermarket supplier of motorcycle parts.

US ONCOLOGY: $625 million high yield bonds to help fund LBO by Oiler Acquisition Corp., an affiliate of Welsh, Carson, Anderson & Stowe IX, LP; also $500 million senior secured credit facility via JPMorgan Chase Bank, Wachovia Bank and Citicorp North America Inc.

LOEWS CINEPLEX THEATRES: senior subordinated notes; Rule 144A; coming with senior credit facility and IPO; IPO via Goldman Sachs, Citigroup, Credit Suisse First Boston and Merrill Lynch; to repay debt and for general corporate purposes; motion picture exhibitor headquartered in New York City.

IASIS HEALTHCARE CORP.: New high yield bonds, also proposed credit facility via Bank of America, Citigroup, Goldman Sachs, Lehman Brothers and Merrill Lynch; to fund acquisition of Iasis by Texas Pacific Group from JLL Partners in transaction valued at approximately $1.4 billion, expected to close by June 30; Iasis is a Franklin, Tenn. owner and operator of medium-sized acute care hospitals.

DNO ASA: Two new bond loans; to refinance existing bond loans and finance new investment in petroleum licenses, mainly on the Norwegian shelf; terms to be set at a board meeting in last week of May.

INCOME SECURITIES OFFERINGS IN THE MARKET

B&G FOODS HOLDINGS CORP.: $436-$466 million proceeds from sale of 30.05 million Enhanced Income Securities (EIS): made up of shares of class A common stock and $180.3 million senior subordinated notes due 2016, expected to price between $14.50 and $15.50 per EIS; ALSO separate offering of $25 million senior subordinated notes due 2016; RBC Capital Markets, Credit Suisse First Boston, Merrill Lynch & Co. (joint books), Lehman Brothers and Piper Jaffray; registered; to repay bank debt, call $220 million 9 5/8% senior subordinated notes due 2007 at 103.208 and repurchase preferred stock and a significant portion of outstanding class B common stock; Parsippany, N.J. manufacturer of food products.

EYE CARE CENTERS OF AMERICA: $375 million Income Units comprised of class A common stock and senior subordinated notes due 2014; Banc of America Securities, Merrill Lynch & Co. (books), Citigroup, Lehman Brothers (co's); proceeds along with available cash to repay credit facility, redeem $100 million 9 1/8% senior subordinated notes due 2008 and $50 million subordinated term notes, also redeem all outstanding preferred stock and repurchase common stock from existing shareholders; San Antonio, Tex. prescription optical retail chain owner.

RURAL LEC ACQUISITION LLC: $190 million income deposit securities comprised of class A common stock and senior subordinated notes due 2019; CIBC World Markets, RBC Capital Markets; to repay $81.2 million of long-term notes and $18 million Mid-Missouri Holding long-term notes and for general corporate purposes; Oneonta, Ala. provider of telephone services in Alabama and Missouri, plans to change its name to Otelco Inc. before the offering closes.

UAP HOLDING CORP.: $680 million income deposit securities and senior subordinated notes due 2019: $640 million of income deposit securities comprised of 32 million securities to price at approximately $20.00 per security, to include shares of common stock (valued at $11.41 per share), and $275 million of senior subordinated notes due 2019 (valued at $8.59 per note); Also separate offering of $39.7 million senior subordinated notes due 2019 (Caa3 on both debt offerings); Credit Suisse First Boston, UBS Investment Bank, CIBC World Markets (joint), Goldman, Sachs & Co., Merrill Lynch & Co (co's); to take out preferred stock owned by ConAgra and stock owned by company executives and Apollo Management V LP; subsidiary of United Agri Products, the former ConAgra agricultural products business.

ROADSHOWS

May 14-27: THERMACLIME, INC. $90 million; Jefferies & Co.; Rule 144A/Regulation S; 10NC5

Started May 17: AUTOCAM CORP. $140 million; Goldman Sachs & Co., Citigroup; Rule 144A; 10NC5

Started May 17: LANGUAGE LINE INC. $170 million; Merrill Lynch & Co, Banc of America Securities; eight-year

Started May 18 in Europe, May 20 in U.S.: BCP CAYLUX HOLDING (CELANESE AG) $1.565 billion; Morgan Stanley; Rule 144A/Regulation S; 10NC5

Started May 19: MAAX CORP. $150 million; Goldman Sachs & Co.; Rule 144A/Regulation S; 8NC4

Started May 21: FINLAY FINE JEWELRY CORP. $200 million; Credit Suisse First Boston, JP Morgan; Rule 144A/Regulation S; 8NC4

Started May 21: APPLETON PAPERS INC. $350 million; Bear Stearns & Co.; Rule 144A/Regulation S tranches; seven- and 10-year maturities

May 24-26: HERBST GAMING, INC. $150 million; Lehman Brothers; Rule 144A; 8NC4

Starts May 25: E*TRADE FINANCIAL CORP. $400 million; Morgan Stanley; Rule 144A; seven-year

RECENT SHELF FILINGS WITH THE SEC:

ISLE OF CAPRI CASINOS, INC. (Symbol: ISLE): $300 million shelf filed May 24 for debt securities, preferred stock, common stock and purchase rights; securities may be issued as convertibles; Biloxi, Miss. gaming company will use proceeds for general corporate purposes.

LUBRIZOL CORP. (Symbol: LZ): $2 billion shelf filed May 20 for debt securities and common shares; debt may be issued as convertibles; Wickliffe, Ohio fluid technology company will use proceeds to repay debt, including debt that incurred or assumed in connection with the acquisition of Noveon.

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