<PAGE> 1
PROSPECTUS SUPPLEMENT
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-43191
SUPPLEMENT NO. 1 DATED MARCH 26, 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 (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 each additional Selling Securityholder and its relationship, if any, with the
Company (i) the amount of Notes owned by such additional Selling Securityholder
as of March 24, 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 such additional Selling Securityholder under the Prospectus, (iii)
the amount of Common Stock owned by such additional Selling Securityholder as of
March 24, 1998, and (iv) the maximum amount of Common Stock which may be offered
for the account of such additional Selling Securityholder under the Prospectus.
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF AMOUNT OF NUMBER OF SHARES OF
NOTES BENEFICIALLY NOTES CONVERSION COMMON
OWNED OFFERED SHARES STOCK OFFERED
NAME OF SELLING SECURITYHOLDER THAT MAY BE SOLD HEREBY THAT MAY BE SOLD HEREBY(1)
------------------------------ ------------------- ---------- ---------------- -------------
<S> <C> <C> <C> <C>
Bankers Trust International.............. $2,000,000 $2,000,000 105,263 105,263
AIM Balanced Fund(2)..................... $1,000,000 $1,000,000 52,631 52,631
Unnamed holders of Notes or any future
transferees, pledgees, donees or
successors of or from any such unnamed
holders(3)............................. $6,850,000 $6,850,000 360,527 360,527
---------- ---------- ------- -------
Total.......................... $9,850,000 $9,850,000 518,421 518,421
========== ========== ======= =======
</TABLE>
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(1) Assumes conversion into Common Stock of the full amount of Notes held by
such 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) Represents Notes purchased by the Selling Securityholder subsequent to the
date of the Prospectus. As of March 24, 1998, such Selling Securityholder
owned Notes in the aggregate principal amount of $3,000,000 which may be
sold under the Prospectus.
(3) No such 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 (as defined). 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 Securityholders 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 their Notes and Common
Stock since the date on which they 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 Securityholders 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.
