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PROSPECTUS SUPPLEMENT
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-43191
SUPPLEMENT NO. 2 DATED MAY 27, 1998
TO PROSPECTUS DATED FEBRUARY 12, 1998
RELATING TO
$50,000,000 7% CONVERTIBLE SUBORDINATED NOTES DUE 2004
INTEREST PAYABLE JUNE 1 AND DECEMBER 1 AND
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF
All capitalized terms used but not defined herein shall have the meanings
set forth in the Prospectus dated February 12, 1998, as amended by Supplement
No. 1 dated March 25, 1998 (collectively, the "Prospectus"), forming a part of
the Registration Statement on Form S-3 (Registration No. 333-43191). Any cross
references in this Supplement ("Supplement") refer to portions of the
Prospectus.
The purpose of this Supplement is to provide additional information
regarding the Selling Securityholders. In addition to the Selling
Securityholders named in the Prospectus, the following table sets forth the name
of an additional Selling Securityholder and its relationship, if any, with the
Company (i) the amount of Notes owned by the additional Selling Securityholder
as of May 26, 1998 (assuming no Notes have been sold under the Prospectus as of
such date), (ii) the maximum amount of Notes which may be offered for the
account of the additional Selling Securityholder under the Prospectus, (iii) the
amount of Common Stock owned by the additional Selling Securityholder as of May
26, 1998, and (iv) the maximum amount of Common Stock which may be offered for
the account of the additional Selling Securityholder under the Prospectus.
<TABLE>
<CAPTION>
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PRINCIPAL AMOUNT OF
NOTES BENEFICIALLY PRINCIPAL AMOUNT OF NUMBER OF SHARES OF
OWNED NOTES OFFERED CONVERSION SHARES COMMON STOCK
NAME OF SELLING SECURITYHOLDER THAT MAY BE SOLD HEREBY THAT MAY BE SOLD OFFERED HEREBY(1)
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<S> <C> <C> <C> <C>
Fidelity Financial Trust: Fidelity
Convertible Securities Fund....... $3,000,000 $3,000,000 157,895 157,895
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Unnamed holders of Notes or any
future transferees, pledgees,
donees or successors of or from
any such unnamed holders(2)....... $3,850,000 $3,850,000 202,632 202,632
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Total..................... $6,850,000 $6,850,000 360,527 360,527
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</TABLE>
(1) Assumes conversion into Common Stock of the full amount of Notes held by the
Selling Securityholder at the initial conversion price of $19.00 per share.
The conversion price and the number of shares of Common Stock issuable upon
conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights." Accordingly,
the number of shares of Common Stock issuable upon conversion of the Notes
may increase or decrease from time to time. Fractional shares will not be
issued upon conversion of the Notes; rather, cash will be paid in lieu of
fractional shares, if any.
(2) No holder may offer Notes pursuant to the Prospectus until such holder is
included as a Selling Securityholder in a supplement to the Prospectus in
accordance with the Registration Rights Agreement. Assumes that the unnamed
holder of Notes or any future transferees, pledgees, donees or successors of
or from any such unnamed holder do not beneficially own any Common Stock
other than the Common Stock issuable upon conversion of the Notes at the
initial conversion price.
Because the Selling Securityholders may, pursuant to the Prospectus, offer
all or some portion of the Notes and Common Stock they presently hold or, with
respect to Common Stock, have the right to acquire upon conversion of such
Notes, no estimate can be given as to the amount of the Notes and Common Stock
that will be held by the Selling Securityholder upon termination of any such
sales. In addition, the Selling Securityholders identified above may have sold,
transferred or otherwise disposed of all or a portion of its Notes and Common
Stock since the date on which it provided the information regarding their Notes
and Common Stock in transactions exempt from the registration requirements of
the Securities Act. See "Plan of Distribution."
Only Selling Securityholders identified above and in the Prospectus who
beneficially own the Notes and Common Stock set forth opposite each such Selling
Securityholder's name may sell such Notes and Common Stock pursuant to the
Prospectus and this Supplement. The Company may from time to time, in accordance
with the Registration Rights Agreement, include additional Selling
Securityholders in supplements to the Prospectus.
The Selling Securityholder identified above did not have any material
relationship with the Company other than as a result of ownership of the Notes,
within the three-year period ending on the date of this Supplement.
The preceding table has been prepared based upon the information furnished
to the Company by the Selling Securityholder named therein.
