<PAGE>
Rule 424(b)(3) and (c)
Reg. No. 333-28941
Supplement No. 1 dated May 27 to
Prospectus dated April 13,1998
This Prospectus Supplement supplements information contained in that
certain Prospectus of the Company dated April 13, 1998 (the "Prospectus"),
relating to the potential sale from time to time of up to $65,015,000 aggregate
principal amount of Debentures and the 3,059,519 shares of 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.
All references in this Prospectus to the aggregate principal amount of
Debentures to be sold under this Prospectus shall be $65,525,000 and all
references in this Prospectus to the aggregate number of shares of Common Stock
issuable upon conversion of the Debentures shall be 3,083,519.
In addition, 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 of Number of Percentage of
Debentures Shares of Common Stock
Beneficially Percentage of Common Stock After
Owned That Debentures That May Be Conversion of
Name May Be Sold Outstanding Sold (1) Debentures(2)
---- ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C>
Merrill Lynch, Pierce Fenner & Smith........ $ 510,000 * 24,000 *
</TABLE>
_____________
* Less than one percent
(1) Assumes conversion of the full amount of Debentures held by such
Registering Holder at the initial conversion price of $21.25 per share;
such conversion price is subject to adjustment as described under
"Description of Debentures -- Conversion Rights." Accordingly, the number
of shares of Common Stock issuable upon conversion of the Debentures may
increase or decrease from time to time. Under the terms of the Indenture,
fractional shares will not be issued upon conversion of the Debentures;
cash will be paid in lieu of fractional shares, if any.
(2) The percentage of outstanding shares of Common Stock after conversion
represents the percentage of the Common Stock each 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 but not assuming the conversion of the Debentures of any other
Registering Holder.
