| supplemented by adding the information regarding certain selling securityholders set forth in the table entitled Additional Selling Securityholders below; and |
| amended by replacing the information in the prospectus supplement, supplement no. 1 to the prospectus and prospectus supplement and supplement no. 2 to the prospectus and prospectus supplement regarding the selling securityholders identified in the table entitled Revised Information Regarding Selling Securityholders below with the information set forth in the table entitled Revised Information Regarding Selling Securityholders below. |
Principal Amount of 2011 | Principal Amount of 2013 | Number of Shares of | ||||||||||||||||||||||||||
Notes Beneficially Owned | Notes Beneficially Owned | Common Stock | ||||||||||||||||||||||||||
and Offered (USD) and | and Offered (USD) and | Number of Shares of | Beneficially Owned | Natural Person(s) | ||||||||||||||||||||||||
Name of Selling | Percentage of 2011 Notes | Percentage of 2013 Notes | Common Stock | after the Offering | with Voting or | |||||||||||||||||||||||
Securityholder (1) | Outstanding (%) | Outstanding (%) | Offered (2) (3) | (4) | Investment Power | |||||||||||||||||||||||
Bear Stearns International Limited |
20,000,000 | * | 15,000,000 | * | 623,396 | | (6) | |||||||||||||||||||||
Cowen & Company, LLC (#) |
317,000 | * | | | 5,646 | | (5) | |||||||||||||||||||||
Fortis
Investments Convertible Arbitrage |
7,500,000 | * | | | 133,585 | | Kris Deblander | |||||||||||||||||||||
HSBC
Multistrategy Arbitrage Fund (A sub-fund of the HSBC Alpha Trust Fund)
(+) |
2,000,000 | * | | | 35,623 | | (6) | |||||||||||||||||||||
Oak Hill
Contingent Capital Fund Ltd. |
10,000,000 | * | 45,000,000 | 2.05 | 979,622 | | Yan Vtorov Peter McHugh |
|||||||||||||||||||||
Pimco Convertible Fund |
| | 750,000 | * | 13,358 | | Mark Hudoff | |||||||||||||||||||||
Ramius Fund III Ltd. |
| | 116,000 | * | 2,066 | | (25) | |||||||||||||||||||||
Wells Fargo & Company (26) |
| | 9,000,000 | * | 160,302 | | (5) |
Principal Amount of 2013 | Number of Shares of | |||||||||||||
Principal Amount of 2011 | Notes Beneficially Owned | Common Stock | ||||||||||||
Notes Beneficially Owned and | and Offered (USD) and | Number of Shares | Beneficially Owned | Natural Person(s) | ||||||||||
Name of Selling | Offered (USD) and Percentage | Percentage of 2013 Notes | of Common Stock | after the Offering | with Voting or | |||||||||
Securityholder (1) | of 2011 Notes Outstanding (%) | Outstanding (%) | Offered (2) (3) | (4) | Investment Power | |||||||||
CODA Capital Management, LLC
|
545,000 (7) | * | - | - | 9,707 (16) | - | Jerry OGrady | |||||||
CODA Capital ND Portfolio
|
395,000 (8) | * | - | - | 7,035 (17) | - | Jerry OGrady | |||||||
Elizabeth D. Bruce Tr.
|
95,000 (9) | * | - | - | 1,692 (18) | - | Jerry OGrady | |||||||
Gartmore Convertible Fund
|
1,495,000 (10) | * | - | - | 26,628 (19) | - | Jerry OGrady | |||||||
James Mellor Trust
|
75,000 (11) | * | - | - | 1,336 (20) | - | Jerry OGrady | |||||||
Lee David Invest. 2002, LP
|
70,000 (12) | * | - | - | 1,247 (21) | - | Jerry OGrady | |||||||
Merrill
Lynch, Pierce, Fenner & Smith(#)(27)
|
10,665,000 | * | 27,398,000(28) | 1.25 | 677,952(29) | - | (5) | |||||||
NMIC Gartmore CODA Convertible Portfolio |
3,105,000 (13) | * | - | - | 55,304 (22) | - | Jerry OGrady | |||||||
OB Pension Gartmore
|
745,000 (14) | * | - | - | 13,269 (23) | - | Jerry OGrady | |||||||
Richard Mueller
|
95,000 (15) | * | - | - | 1,692 (24) | - | Jerry OGrady |
* | Less than one percent (1%). | |
# | The selling securityholder is a registered broker-dealer. | |
+ | The selling securityholder is an affiliate of a registered broker-dealer. | |
(1) | Information concerning other selling securityholders will be set forth in supplements to the prospectus supplement from time to time, if required. | |
(2) | Assumes conversion of all of the holders notes at a conversion rate of 17.8113 shares of common stock per $1,000 principal amount of the notes. This conversion rate is subject to adjustment as described under Description of Notes Conversion Rights on page 16 of the prospectus supplement. As a result, the number of shares of common stock issuable upon conversion of the notes may increase or decrease in the future. Excludes fractional shares and shares of common stock that may be issued by us upon the repurchase of the notes as described under Description of the Notes Adjustment to Conversion Rate Adjustment to Conversion Rate Upon a Change of Control on page 23 of the prospectus supplement. Holders will receive a cash adjustment for any fractional share amount resulting from conversion of the notes, as described under Description of the Notes Conversion Rights on page 16 of the prospectus supplement. | |
(3) | Calculated based on Rule 13d-3(d)(i) of the Exchange Act. The number of shares of common stock beneficially owned by each holder named above is less than 1% of our outstanding common stock calculated based on 1,151,005,181 shares of common stock outstanding as of September 25, 2006. In calculating this amount for each holder, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that holders notes, but we did not assume conversion of any other holders notes. | |
(4) | For purposes of computing the number and percentage of notes and shares of common stock to be held by the selling securityholders after the conclusion of the offering, we have assumed for purposes of the tables above that the selling securityholders named above will sell all of the notes and all of the common stock issuable upon conversion of the notes offered by this supplement no. 3 to prospectus supplement and prospectus, and that any other shares of our common stock beneficially owned by these selling securityholders will continue to be beneficially owned. | |
(5) | The selling securityholder is a company that is required to file periodic and other reports with the SEC. | |
(6) | The selling securityholder is a wholly-owned subsidiary of a company that is required to file periodic and other reports with the SEC. | |
(7) | This amount reflects an increase of $220,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(8) | This amount reflects an increase of $60,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(9) | This amount reflects an increase of $40,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(10) | This amount reflects an increase of $625,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(11) | This amount reflects an increase of $30,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(12) | This amount reflects an increase of $10,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(13) | This amount reflects an increase of $760,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(14) | This amount reflects an increase of $115,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. |
(15) | This amount reflects an increase of $50,000 from the amount of 2011 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(16) | This amount reflects an increase of 3,918 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(17) | This amount reflects an increase of 1,069 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(18) | This amount reflects an increase of 712 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(19) | This amount reflects an increase of 11,132 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(20) | This amount reflects an increase of 534 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(21) | This amount reflects an increase of 178 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(22) | This amount reflects an increase of 13,537 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(23) | This amount reflects an increase of 2,048 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(24) | This amount reflects an increase of 891 from the number of shares previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(25) | Ramius Capital Group L.L.C. (Ramius Capital) is the investment advisor of Ramius Fund III, Ltd. (the Fund) and consequently has voting control and investment discretion over securities held by the Fund. Ramius Capital disclaims beneficial ownership of the shares held by the Fund. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey M. Solomon are the sole managing members of C4S & Co., L.L.C., the sole managing member of Ramius Capital. As a result, Messrs. Cohen, Stark, Strauss and Solomon may be considered beneficial owners of any shares deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark, Strauss and Solomon disclaim beneficial ownership of these shares. | |
(26) | Wells Fargo Bank Minnesota National Association is a party to an indenture with us dated September 11, 2001. Wells Fargo National Bank Association is party to a rights agreement with us dated October 26, 2000, and a certain form of indenture. Wells Fargo Bank National Association, as trustee, is a party to an indenture with us dated September 15, 2005 with respect to the 4.375% Senior Notes due 2010 and 4.750% Senior Notes due 2015 and to indentures with us dated April 18, 2006. Wells Fargo Bank, National Association also is trustee under an Indemnification Trust Agreement with us. | |
(27) | Merrill Lynch, Pierce, Fenner & Smith Incorporated is a dealer under commercial paper dealer agreement with us. Merrill Lynch International (represented by Merrill Lynch, Pierce, Fenner & Smith Incorporated as its agent) is party to certain convertible note hedge transactions and warrant transactions with us. | |
(28) | This amount reflects an increase of $4,045,000 from the amount of 2013 Notes previously listed for this selling securityholder in the Prospectus Supplement dated August 7, 2006. | |
(29) | This amount reflects an increase of 72,225 from the number of shares previously listed for the selling securityholder in the Prospectus Supplement dated August 7, 2006. |
We are subject to Sections 302A.671 and 302A.673 of the Minnesota Business Corporation Act. In general, Section 302A.671 provides that the shares of a public Minnesota corporation acquired in a control share acquisition that exceed the threshold of voting power of any of the ranges set forth in Sections 302A.671 Subd. 2(d) have no voting rights unless voting rights are approved in a prescribed manner. A control share acquisition is an acquisition, directly or indirectly, of beneficial ownership of shares that would, when added to all other shares beneficially owned by the acquiring person, entitle the acquiring person to have voting power of 20% or more in the election of directors. In general, Section 302A.673 prohibits a public Minnesota corporation from engaging in a business combination with an interested shareholder for a period of four years after the date of the transaction in which such person became an interested shareholder, unless either the business combination or the acquisition by which such person becomes an interested shareholder is approved in a prescribed manner before such person becomes an interested shareholder. A business combination may be a merger, asset sale or other transaction resulting in a financial benefit to an interested shareholder. An interested shareholder is a person who is the beneficial owner, directly or indirectly, of 10% or more of the voting power of a corporations outstanding voting stock or who is an affiliate or associate of such corporation and at any time within four years prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of such corporations outstanding voting stock. These provisions of Minnesota law could have the effect of delaying, deferring, or preventing a change in control of us. |