Filed Pursuant to Rule 424(b)(3)
Registration No. 333-35827
SUPPLEMENT NO. 2 DATED FEBRUARY 6, 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 6, 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 February 6, 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
February 6, 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>
Principal Amount of Shares of Common
Principal Amount Debentures Offered Stock Owned Shares of Common
Name of Selling Securityholder of Debentures Owned Hereby Prior to Offering (1) Stock Offered Hereby (2)
- ------------------------------ ------------------- ------------------- --------------------- ------------------------
<S> <C> <C> <C> <C>
Alexandra Global Investment
Fund 1, Ltd. ............. $5,000,000 $5,000,000 296,296 296,296
Donaldson, Lufkin & Jenrette
Securities Corporation.... 4,000,000 4,000,000 237,037 237,037
Forest Fulcrum Fd LP......... 1,870,000 1,870,000 110,815 110,815
Forest Global Convertible
Fund Series A-5........... 1,000,000 1,000,000 59,259 59,259
LLT LTD...................... 130,000 130,000 7,704 7,704
----------- ----------- ------- --------
Total........................ $12,000,000 $12,000,000 N/A 711,111
=========== =========== ======= ========
</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.
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
<PAGE>
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.
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