<PAGE>
SUPPLEMENT NO. 5 DATED AUGUST 31, 1998
TO PROSPECTUS DATED OCTOBER 6, 1997
RELATING TO
$80,000,000 6 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2004
INTEREST PAYABLE FEBRUARY 1 AND AUGUST 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 October 10, 1997, as previously
supplemented (the "Prospectus"), forming a part of the Registration Statement on
Form S-3 (Registration No. 333-35827). Any cross references in this 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 relationship, if any, with the
Company and (i) the amount of Debentures owned by each additional Selling
Securityholder as of August 31, 1998 (subject to the qualification set forth
below), (ii) the maximum amount of Debentures which may be offered for the
account of such additional Selling Securityholder under the Prospectus, (iii)
the amount of Common Stock owned by each additional Selling Securityholder as of
August 31, 1998, and (iv) the maximum amount of Common Stock which may be
offered for the account of such Selling Securityholder under the Prospectus.
<TABLE>
<CAPTION>
Shares of
Principal Amount Common Stock
Principal Amount of Debentures Owned Prior Shares of Common
Name of Selling of Debentures Owned Offered Hereby to Offering(1) Stock Offered Hereby(1)
--------------------------- ------------------- ----- -------- --------------
Securityholder
--------------
<S> <C> <C> <C> <C> <C>
NHBD LP3..................... 2,250,000 2,250,000 133,333 133,333
Total........................ $2,250,000 $2,250,000 N/A 133,333
========== ========== === =======
- -----------------------
</TABLE>
(1) Includes the shares of Common Stock into which the Debentures held by
such Selling Securityholder are convertible at the initial conversion
price. The conversion price and the number of shares of Common Stock
issuable upon conversion of the Debentures are subject to adjustment
under certain circumstances. See "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.
Fractional shares will not be issued upon conversion of the Debentures;
rather, cash will be paid in lieu of fractional shares, if any.
(2) Includes $250,000 aggregate principal amount of Debentures which were
included in Supplement No. 3 to the Prospectus dated October 6, 1998.
Because the Selling Securityholder may, pursuant to this Prospectus,
offer all or some portion of the Debentures and Common Stock it presently holds
or, with respect to Common Stock, has the right to acquire upon conversion of
such Debentures, no estimate can be given as to the amount of the Debentures and
Common Stock that will be held by the Selling Securityholder upon termination of
any such sales. In addition, the Selling Securityholder identified above may
have sold, transferred or otherwise disposed of all or a portion of its
Debentures and Common Stock since the date on which it provided the information
regarding its Debentures and Common Stock, in transactions exempt from the
registration requirements of the Securities Act of 1933. See "Plan of
Distribution."
<PAGE>
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Securityholders in future
supplements to the Prospectus.
The Selling Securityholder listed above did not have any material
relationship with the Company other than as a result of ownership of the
Debentures, within the three-year period ending on the date of this Prospectus.
