High Yield Calendar

Total amount of dollar-denominated high-yield bond offerings being marketed: $3.675 billion

WEEK OF MARCH 29

BOYD GAMING CORP.: $300 million senior subordinated notes due 2014 (B1/B+/B); Deutsche Bank Securities, Bank of America Securities, CIBC World Markets (joint), Bear Stearns & Co., Lehman Brothers, Wells Fargo Capital, Credit Lyonnais, CommerzBank, US Bancorp Piper Jaffrey, Scotia Capital (co's); Rule 144A; non-callable for five years; to repay debt and general corporate purposes; Las Vegas-based owner and operator of gaming entertainment properties in Nevada, Mississippi, Illinois, Indiana and Louisiana; price talk 6½%-6¾%; pricing Wednesday.

MISSION RESOURCES CORP.: $130 million senior notes due 2011 (Caa2/CCC); Guggenheim Capital Markets LLC; Rule 144A; non-callable for four years; to repay debt; Houston-based independent oil and gas exploration and production company; price talk 9¼% area; pricing expected on Wednesday.

WMG ACQUISITION CORP. (WARNER MUSIC GROUP): Senior subordinated notes due 2014, non-callable for five years (B3/B-): $465 million (decreased from $615 million), price talk 7 ½% area, and £100 million, price talk 8 ¼%-8 ½%; Deutsche Bank Securities, Bank of America Securities, Lehman Brothers, Merrill Lynch & Co.; Rule 144A/Regulation S; to help fund acquisition of Warner Music Group from Time Warner by Thomas H. Lee Partners, Edgar Bronfman's Music Capital Partners, Bain Capital, Providence Equity Partners; global music company headquartered in New York City; pricing Thursday.

CABLECOM LUXEMBOURG SCA: €290 million senior notes due 2014 (Caa1/CCC+); Deutsche Bank Securities (physical books), Goldman Sachs, JP Morgan (joint books), BNP Paribas, Credit Suisse First Boston (co's); Rule 144A/Regulation S with no registration rights; non-callable for three years; Swiss cable operator; price talk 9 3/8%-9 5/8%; pricing Thursday.

RADNET MANAGEMENT CO., INC. (PRIMEDEX): $150 million senior notes due 2012 (Caa1/B); Citigroup; Rule 144A/Regulation S; non-callable for four years; to repay debt; wholly owned subsidiary of Primedex Health Systems, Inc., a Los Angeles-based provider of diagnostic imaging outpatient services in California; price talk 11¼%-11½%.

PORT TOWNSEND PAPER CORP: $125 million senior secured notes due 2014 (B3/B); JP Morgan, UBS Investment Bank; Rule 144A; non-callable for five years; repay $90 million of outstanding debt and redeem $24 million of preferred stock; pulp and paper company based in Port Townsend, Wash; price talk 10½%-11%.

VICORP RESTAURANTS: $150 million senior notes due 2011 (B3/B); JP Morgan, CIBC World Markets (joint); Rule 144A; non-callable for three years; to fund dividend payment and repay debt; Denver-based owner-operator of Village Inn and Bakers Square restaurants; roadshow started March 23; pricing middle of March 29 week.

NTL CABLE PLC: £800 million equivalent senior notes due 2014 (expected ratings B3/B-), in sterling, dollar and euro tranches; Deutsche Bank Securities, Goldman Sachs & Co., Credit Suisse First Boston, Morgan Stanley (joint); Rule 144A/Regulation S; non-callable for five years; to repay existing senior credit facility, most of which is due 2005, redeem NTL Triangle debentures due 2007 and Diamond Holdings notes due 2008; corporate headquarters are in New York City; roadshows in Europe on March 24, U.S. to follow.

CONSOLIDATED COMMUNICATIONS: $240 million senior notes due 2014 (B3/B-); Credit Suisse First Boston, Citigroup (joint), Deutsche Bank Securities (co); Rule 144A; non-callable for five years; to help fund acquisition of TXU Communications and repay bank debt; roadshow started March 25 and runs through March 29 week; rural local exchange carrier headquartered in Mattoon, Ill.

WILLIAMS CO.: $400 million senior unsecured certificates of beneficial ownership due 2009; Citigroup (books), Banc of America Securities (co); Rule 144A; non-callable for life; to provide funding for Williams Co. letter of credit trust structure; Tulsa-based natural gas transportation and storage company; roadshow March 31-April 2.

WEEK OF APRIL 5

MUELLER GROUP INC.: $415 million in two tranches: $100-200 million 7.5-year senior secured second priority floating-rate notes, non-callable for 18 months (B3/B-), $200-300 million eight-year senior subordinated notes, non-callable for four years (Caa1/B-); Credit Suisse First Boston; to repay bank debt and make a cash distribution of $396 million to DLJ Merchant Banking Partners II, LP and affiliated funds, owners of 94% of the stock of Muller's parent company, Mueller Holdings (NA), Inc.; Decatur, Ill.-based producer of flow control products; roadshow started March 29; pricing week of April 5.

MEMBERWORKS INC.: $150 million senior notes due 2014; Lehman Brothers, UBS Investment Bank (joint), ABN Amro (co); Rule 144A/Regulation S; make-whole call for first five years, then callable at a premium; to help fund Lavalife Inc. acquisition, expected to close on April 1 and for general corporate purposes, including working capital, future acquisitions and purchases common stock; Stamford, Conn. provider of consumer service and discount programs; roadshow week of March 29; pricing during week of April 5.

DELCO REMY INTERNATIONAL, INC.: $275 million: $125 million second priority senior secured floating rate notes due 2009 and $150 million senior subordinated notes due 2012; Credit Suisse First Boston, Deutsche Bank Securities (joint); Rule 144A; to pay down bank debt, redeem $140 million of 10 5/8% senior subordinated notes due 2006 general corporate purposes; Anderson, Ind. manufacturer of electrical, drivetrain/powertrain and related products for automobiles, trucks and industrial applications; roadshow starts April 1; pricing middle of April 5 week.

SUPERIOR ESSEX COMMUNICATIONS LLC/ESSEX GROUP INC.: $275 million senior notes due 2012 (B); JP Morgan, Lehman Brothers, UBS Investment Bank, Wachovia Securities; Rule 144A; non-callable for four years; to redeem subsidiaries' 9½% senior notes due 2008, repay bank debt and fund acquisition of certain assets from operating subsidiaries of Belden Inc.; Atlanta-based manufacturer and supplier of copper and fiber optic communications wire and cable products to telephone companies, distributors and system integrators; roadshow starts March 29 week; pricing expected middle of April 5 week.

SEAT PAGINE GIALLE SPA: €1.15 billion senior notes due 2014; Credit Suisse First Boston, Barclays Capital, BNP Paribas, Royal Bank of Scotland (joint); Rule 144A/Regulation S; non-callable for five years; to repay debt incurred to fund acquisition of a 61.5% stake in SEAT from Telecom Italia by a consortium of investors including BC Partners, CVC, Investitori Associati and Permira; Turin, Italy-based publisher of telephone directories and provider of directory assistance and marketing services in Italy, the U.K., Germany and Austria; roadshow starts March 30 in London, U.S. roadshow early in April 5 week; pricing mid-to-late in the week of April 5.

OAO SEVERSTAL: $300 million loan participation notes due 2011 or 2014 (B2/B+); Citigroup; Rule 144A/Regulation S; roadshow started March 29 on U.S. West Coast, March 30 in Midwest, March 31-April 2 on East Coast; expected to price early in April 5 week.

APRIL BUSINESS

GUNDLE/SLT ENVIRONMENTAL INC.: $150 million high yield bonds; UBS Investment Bank; also $65 million credit facility; to back acquisition of Gundle/SLT Environmental Inc. by Code Hennessy & Simmons LLC; Houston manufacturer and marketer of geosynthetic lining solutions, products and services; expected in early April.

ASHTEAD GROUP PLC: £130 million of senior secured second priority bonds due 2014; Citigroup, Banc of America Securities; non-callable for five years; guaranteed on a senior basis by Ashtead Group plc and certain subsidiaries; to pay down bank debt; equipment rental company based in Surrey, U.K.; expected to launch late March 29 week or early April 5 week.

AGCO CORP.: €200 million senior subordinated notes, tenor and call structure to be determined; Morgan Stanley, Bear Stearns & Co. (joint); to redeem $250 million 8 ½% senior subordinated notes due 2006; designer, manufacturer and distributor of agricultural equipment and related replacement parts headquartered in Duluth, Ga.; expected to launch during the week of April 5.

CONTINENTAL CHEMICAL HOLDINGS LTD.: $150 million notes due 2009 (B1/B+); UBS Securities; Rule 144A/Regulation S; Singapore-based maker of intermediate chemicals and specialty resin products; expected to price in April.

MAY BUSINESS

UGS PLM SOLUTIONS: $1 billion split between high yield and bank transactions; bond deal to be led by Citigroup, JP Morgan, Morgan Stanley; to help support acquisition of UGS PLM by Bain Capital, Silver Lake Partners and Warburg Pincus from Electronic Data Systems Corp. for $2.05 billion in cash; Plano, Tex. provider of PLM software and related services; expected May business.

SECOND QUARTER

B&G FOODS HOLDINGS CORP.: senior debt offering, likely high yield bonds; Lehman Brothers; also common stock and subordinated notes IPO via RBC Capital Markets, Credit Suisse First Boston, Merrill Lynch & Co., Lehman Brothers and Piper Jaffray; registered deal; 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. company manufacturer of shelf-stable food products across the U.S., Canada and Puerto Rico.

ON THE HORIZON

RADNOR HOLDINGS CORP.: $70 million senior secured floating-rate notes due 2009; Rule 144A; to repay bank debt; Radnor, Pa.-based producer of foam packaging and specialty chemical products for the food service, insulation and protective packaging industries.

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, L.P.

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.

ARTEVA SPECIALTIES/INVISTA: $1.2 billion guaranteed unsecured notes due 2012 (B1); JP Morgan and others; also $1.8 billion credit facility; Koch will contribute $2.2 billion in equity; to fund $4.4 billion acquisition of Invista (formerly DuPont Textiles & Interiors) by subsidiaries of Koch Industries, KED Fiber Ltd and KED Fiber LLC.; Wichita Kansas company produces chemical intermediates, polymers and fibers for use in the manufacture of nylon, spandex, and polyester products.

VWR INTERNATIONAL: bonds to support acquisition of VWR by Clayton, Dubilier & Rice Inc. from Merck KGaA for $1.65 billion; Deutsche Bank Securities, Citigroup; also $540 million credit facility led by same banks; West Chester, Pa., distributor of laboratory supplies to the industrial, pharmaceutical, educational and government markets.

CELANESE AG: High yield bonds; Morgan Stanley Dean Witter, Deutsche Bank Securities; to help fund €3.1 billion LBO by Blackstone; Frankfurt, Germany industrial chemical company.

CABLECOM HOLDING AG: CHF450 million high yield bond issue (CCC+); CHF1.4 billion credit facility via BNP Paribas, Credit Suisse First Boston, Deutsche Bank Securities, Goldman Sachs & Co., JP Morgan; to refinance debt; Swiss cable TV company.

SEA CONTAINERS LTD.: $150 million senior notes due 2014; Citigroup; to retire $80 million 12½% debentures due Dec. 1, 2004 at par, acquisitions currently under negotiation, or other corporate purposes; marine container lessor, passenger and freight transport operator and leisure industry investor based in Hamilton, Bermuda.

ADESA INC.: $150 million of high yield unsecured notes, Merrill Lynch & Co., UBS Investment Bank, also $500 million credit facility; to replace and repay the company's existing credit facility, pay a $100 million dividend to Allete, repay $200.2 million of outstanding debt owed to unaffiliated third parties and repay all outstanding intercompany debt owed to Allete and its subsidiaries, which totaled $136.1 million as of Dec. 31, 2003; Carmel, Ind. operator of used vehicle and auto salvage auctions; expected to launch early May.

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.

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.

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.

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 $550 million senior secured credit facility via JPMorgan Chase Bank, Wachovia Bank and Citicorp North America Inc.

ROADSHOWS

Started March 23: VICORP RESTAURANTS $150 million; JP Morgan, CIBC World Markets; Rule 144A; 7NC3

Started March 24 in Europe: NTL CABLE PLC £800 million; Deutsche Bank Securities, Goldman Sachs & Co.; Rule 144A/Regulation S; 10NC5

Started March 25: CONSOLIDATED COMMUNICATIONS $240 million; Credit Suisse First Boston, Citigroup; Rule 144A; 10NC5

Started March 29: MUELLER GROUP INC. $415 million; Credit Suisse First Boston; 7.5NC18 months and 8NC4

Week of March 29: MEMBERWORKS INC. $150 million; Lehman Brothers, UBS Investment Bank; Rule 144A/Regulation S; 10-year

Starts week of March 29: SUPERIOR ESSEX COMMUNICATIONS LLC/ESSEX GROUP INC. $275 million; JP Morgan; Rule 144A; 8NC4

Started March 30: SEAT PAGINE GIALLE SPA €1.15 billion; Credit Suisse First Boston; Rule 144A/Regulation S; 10NC5

March 31-April 2: WILLIAMS CO. $400 million; Citigroup; Rule 144A; 5NC

March 31-April 2: OAO SEVERSTAL $300 million; Citigroup; Rule 144A/Regulation S; seven- or 10-year

Starts April 1: DELCO REMY INTERNATIONAL, INC. $275 million; Credit Suisse First Boston, Deutsche Bank Securities; Rule 144A

Week of April 5: AGCO CORP. €200 million; Morgan Stanley, Bear Stearns & Co.

RECENT SHELF FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION

WYNN RESORTS, LTD.: $1 billion shelf filed March 30 for common stock, preferred stock, depositary shares and debt securities; securities may be issued as convertibles; Las Vegas gaming company will use proceeds for general corporate purposes.

http://www.sec.gov/Archives/edgar/data/1174922/000119312504052900/ds3.htm

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