Principal Amount | |||||||||||||||
of Debentures | Number of Shares of | Number of Shares of | |||||||||||||
Beneficially | Percentage of | Common Stock | Common Stock Beneficially | Natural Person(s) with | |||||||||||
Owned and | Debentures | Issuable that May Be | Owned after the | Voting or Investment | |||||||||||
Name of Selling Securityholder (1) | Offered (USD) | Outstanding (%) | Sold(2)(3) | Offering(4) | Power | ||||||||||
Ohio Insurance Co |
275,000 | * | 8,722 | 0 | Rob Young, Mike Witte | ||||||||||
Medical Liability Mutual Ins Co |
4,850,000 | * | 153,824 | 0 | Rob Young, Mike Witte | ||||||||||
S.A.C. Arbitrage Fund, LLC |
15,000,000 | * | 475,743 | 106,500 | Steven A. Cohen | ||||||||||
Northern Income Equity Fund |
8,000,000 | * | 253,730 | 0 | (5) | ||||||||||
JP Morgan Securities Inc. # |
10,070,000 | * | 319,382 | 56,400 | (6) | ||||||||||
Independence Blue Cross |
556,000 | * | 17,634 | 0 | Tracy Maitland | ||||||||||
The Police & Fire Retirement System of
the City of Detroit |
437,000 | * | 13,860 | 0 | Tracy Maitland | ||||||||||
Georgia Municipal Employee Benefit System |
1,105,000 | * | 35,046 | 0 | Tracy Maitland | ||||||||||
The Grable Foundation |
69,000 | * | 2,188 | 0 | Tracy Maitland | ||||||||||
Trustmark Insurance Company |
284,000 | * | 9,007 | 0 | Tracy Maitland | ||||||||||
FFV A Mutual Insurance Company |
55,000 | * | 1,744 | 0 | Tracy Maitland | ||||||||||
ING Convertible Fund |
950,000 | * | 30,130 | 0 | Anuradha Sahai | ||||||||||
American Express Funds Convertible Bonds |
60,000 | * | 1,903 | 0 | (7) | ||||||||||
Arctos Partners Inc. + |
5,000,000 | * | 158,581 | 0 | (8) |
* | 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 additional supplements to the prospectus supplement from time to time, if required. | |
(2) | Assumes conversion of all of the holders debentures at a conversion rate of 31.7162 shares of common stock per $1,000 principal amount at maturity of the debentures. This conversion rate is subject to adjustment as described under Description of debenturesConversion rights in the prospectus supplement. As a result, the number of shares of common stock issuable upon conversion of the debentures may increase or decrease in the future. Excludes shares of common stock that may be issued by us upon the repurchase of the debentures as described under Description of debenturesFundamental change permits holders to require us to repurchase debentures and fractional shares. Holders will receive a cash adjustment for any fractional share amount resulting from conversion of the debentures, as described under Description of debenturesConversion rights. |
(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 5,883 million shares of common stock outstanding as of January 27, 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 debentures, but we did not assume conversion of any other holders debentures. | |
(4) | For purposes of computing the number and percentage of debentures 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 table above that the selling securityholders named above will sell all of the debentures and all of the common stock issuable upon conversion of the debentures offered by this prospectus, and that any other shares of our common stock beneficially owned by these selling securityholders will continue to be beneficially owned. | |
(5) | The Northern Income Equity Fund (the Fund) is a registered investment company advised by Northern Trust Investments (NTI), an investment adviser registered under the Investment Advisers Act of 1940, as amended. NTI has sole voting and investment control with respect to the securities owned by the Fund. Theodore T. Southworth is the portfolio manager of the Fund. | |
(6) | JP Morgan Securities Inc. is a wholly-owned subsidiary of JP Morgan Chase & Co., which is a publicly traded company listed on the NYSE. | |
(7) | We have assumed based upon information available to us that American Express Funds - Convertible Bonds is a subsidiary of a public company. | |
(8) | Arctos Partners Inc. is a wholly owned subsidiary of Bear Stearns Companies Inc., a publicly traded company. |