<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-35827
SUPPLEMENT NO. 3 DATED APRIL 13, 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 April 13, 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
April 13, 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>
Name of Selling Securityholder Principal Amount Principal Amount Shares of Shares of Common
of Debentures Owned of Debentures Common Stock Stock Offered Hereby
Offered Hereby Owned Prior (2)
to Offering
(1)
<S> <C> <C> <C> <C>
SBC Warburg Dillon Read $2,500,000 $2,500,000 148,148 148,148
Inc.(3)...................
CIBC Oppenheimer............. 1,500,000 1,500,000 88,889 88,889
NHBD, LP..................... 250,000 250,000 14,815 14,815
Total........................ $4,250,000 $4,250,000 N/A 251,852
========== ========== === =======
- -----------------------
</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.
(2) Assumes conversion into Common Stock of the full amount of Debentures held
by such Selling Securityholder 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.
(3) SBC Warburg Dillon Read Inc. (formerly SBC Warburg Inc.) and Oppenheimer &
Co., Inc. were Initial Purchasers of the Company's $80,000,000 aggregate
principal amount of Debentures. The sale of the Debentures by the Company
to the Initial Purchasers was made pursuant to Section 4(2) of the
Securities Act of 1933. The Initial Purchasers resold the Debentures in
reliance on Rule 144A under the Securities Act of 1933 and outside the
United States to certain persons in offshore transactions in reliance on
Regulation S
1
<PAGE>
underthe Securities Act of 1933. The Initial Purchasers received discounts and
commissions in connection with the initial placement of the Debentures of
$2,400,000. The Debentures set forth opposite the name of SBC Warburg Dillon
Read Inc. represent securities held by it in its market making capacity.
Because the Selling Securityholders may, pursuant to this Prospectus, offer
all or some portion of the Debentures and Common Stock they presently hold or,
with respect to Common Stock, have 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 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
Debentures and Common Stock since the date on which they provided the
information regarding their Debentures and Common Stock, in transactions exempt
from the registration requirements of the Securities Act of 1933. See "Plan of
Distribution."
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Securityholders in future
supplements to the Prospectus.
Except as described above, none of the Selling Securityholders listed above
had 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.
2
