<PAGE>
Filed pursuant to Rule 424(b)(3)
Registration No. 333-28941
Supplement No. 3 dated August 21, 1997
to Prospectus dated June 18, 1997
This Prospectus Supplement supplements information contained in that
certain Prospectus of the Company dated June 18, 1997, as supplemented by
Prospectus Supplement No. 1 dated July 22, 1997 and Prospectus Supplement No. 2
dated August 12, 1997 (the "Prospectus"), relating to the potential sale from
time to time of up to $125,000,000 aggregate principal amount of Debentures and
the Common Stock issuable upon conversion thereof by the Registering Holders.
This Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any amendments or
supplements thereto. Capitalized terms used herein but not defined have the
meanings assigned to such terms in the Prospectus.
The following table supplements the information set forth in the Prospectus
under the caption "Registering Holders" with respect to the below-named
Registering Holder and the respective principal amount of Debentures
beneficially owned by such Registering Holder that may be sold pursuant to the
Prospectus, as supplemented:
<TABLE>
<CAPTION>
Principal
Amount Number of Percentage of
of Debentures Shares of Common Stock
Beneficially Percent of Common Stock After
Owned That Debentures That May Conversion of
Name (1) May Be Sold Outstanding Be Sold (2) Debentures (3)
-------- ------------- ----------- ------------ --------------
<S> <C> <C> <C> <C>
BT Securities Corp. .. $600,000 * 28,235 *
</TABLE>
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* Less than 1%
(1) The information set forth herein is as of August 18, 1997 and will be
updated as required.
(2) Assumes conversion of the full amount of Debentures held by such
Registering Holder at the initial conversion price of $21.25 per share.
(3) The percentage of outstanding shares of Common Stock after conversion
represents the percentage of the Common Stock such Registering Holder will
have after treating as outstanding the number of shares of Common Stock
shown as being issuable upon the assumed conversion by the named
Registering Holder of the full amount of such Registering Holder's
Debentures.
The date of this Prospectus Supplement is August 21, 1997
