EYE » Topics » By hand:

These excerpts taken from the EYE 8-K filed Feb 27, 2009.

By hand:

U. S. Bank National Association

60 Livingston Avenue

1st Floor—Bond Drop Window

Saint Paul, Minnesota 55107

Attention: Corporate Trust Services/Specialized Finance

By Facsimile: (651) 495-8158

Confirmation Number: (800) 934-6802

General Bondholder Inquiry Number: (800) 934-6802

(6) Notes must be surrendered to the Paying Agent to collect the Repurchase Price.

 

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(7) All Notes tendered hereunder, which were delivered through the transmittal procedures of DTC, may be withdrawn only through the procedures of DTC at or prior to the Expiration Time. If a Holder has submitted a Repurchase Notice, it may withdraw such Repurchase Notice at any time at or prior to the Expiration Time by delivering a valid written notice of withdrawal in accordance with Section 3.08 of the Indenture. If tendered Notes are properly withdrawn, the Company shall not be obligated to repurchase such Notes.

(8) As previously announced, on February 26, 2009, the Company and the Trustee entered into a supplemental indenture to amend the Indenture to fix the conversion value for the Notes. As set forth in the supplemental indenture, the conversion value for Notes that are converted at any time after the effective date of the Merger is fixed at an amount in cash equal to $369.0962 for each $1,000 principal amount of the Notes, which is equal to the Conversion Rate of 16.7771 shares of the Company’s common stock multiplied by the Merger consideration of $22.00 per share. Pursuant to the terms of the Indenture, because of the occurrence of the Fundamental Change described above, the Notes may be converted into cash based on the conversion value set forth above through Thursday, March 12, 2009. Notes that have been tendered in the Offer may be converted until 5:00 p.m., New York City time, on Thursday, March 12, 2009, but only if the Notes are validly withdrawn in accordance with the terms of the Indenture.

(9) The amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Fundamental Change Repurchase Date is expected to be approximately $5.33, subject to increase if the Expiration Time is extended.

(10) The CUSIP numbers of the Notes are 00763MAK4 and 00763MAL2.

By hand:

U. S. Bank National Association

60 Livingston Avenue

1st Floor—Bond Drop Window

Saint Paul, Minnesota 55107

Attention: Corporate Trust Services/Specialized Finance

By Facsimile: (651) 495-8158

Confirmation Number: (800) 934-6802

General Bondholder Inquiry Number: (800) 934-6802

(6) Notes must be surrendered to the Paying Agent to collect the Repurchase Price.

(7) All Notes tendered hereunder, which were delivered through the transmittal procedures of DTC, may be withdrawn only through the procedures of DTC at or prior to the Expiration Time. If a Holder has submitted a Repurchase Notice, it may withdraw such Repurchase Notice at any time at or prior to the Expiration Time by delivering a valid written notice of withdrawal in accordance with Section 3.08 of the Indenture. If tendered Notes are properly withdrawn, the Company shall not be obligated to repurchase such Notes.

 

ii


(8) As previously announced, on February 26, 2009, the Company and the Trustee entered into a supplemental indenture to amend the Indenture to fix the conversion value for the Notes. As set forth in the supplemental indenture, the conversion value for Notes that are converted at any time after the effective date of the Merger is fixed at an amount in cash equal to $462.1848 for each $1,000 principal amount of the Notes, which is equal to the Conversion Rate of 21.0084 shares of the Company’s common stock multiplied by the Merger consideration of $22.00 per share. Pursuant to the terms of the Indenture, because of the occurrence of the Fundamental Change described above, the Notes may be converted into cash based on the conversion value set forth above through Thursday, March 12, 2009. Notes that have been tendered in the Offer may be converted until 5:00 p.m., New York City time, on Thursday, March 12, 2009, but only if the Notes are validly withdrawn in accordance with the terms of the Indenture.

(9) The amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Fundamental Change Repurchase Date is expected to be approximately $3.40, subject to increase if the Expiration Time is extended.

(10) The CUSIP numbers of the Notes are 00763MAJ7 and 00763MAH1.

By hand:

U. S. Bank National Association

60 Livingston Avenue

1st Floor—Bond Drop Window

Saint Paul, Minnesota 55107

Attention: Corporate Trust Services/Specialized Finance

By Facsimile: (651) 495-8158

Confirmation Number: (800) 934-6802

General Bondholder Inquiry Number: (800) 934-6802

 

ii


(8) Notes must be surrendered to the Paying Agent to collect the Repurchase Price.

(9) All Notes tendered hereunder, which were delivered through the transmittal procedures of DTC, may be withdrawn only through the procedures of DTC at or prior to the Expiration Time. If a Holder has submitted a Repurchase Notice, it may withdraw such Repurchase Notice at any time at or prior to the Expiration Time by delivering a valid written notice of withdrawal in accordance with Section 3.08 of the Indenture. If tendered Notes are properly withdrawn, the Company shall not be obligated to repurchase such Notes.

(10) As previously announced, on February 26, 2009, the Company and the Trustee entered into a supplemental indenture to amend the Indenture to fix the Company’s conversion obligation with respect to the Notes. As set forth in the supplemental indenture, the Company’s conversion obligation with respect to Notes that are converted at any time after the effective date of the Merger is fixed at an amount in cash equal to $1,000.00 for each $1,000 principal amount of the Notes, without interest. Pursuant to the terms of the Indenture, because of the occurrence of the Fundamental Change described above, the Notes may be converted into cash based on the Company’s conversion obligation with respect to the Notes set forth above through Friday, March 13, 2009. Notes that have been tendered in the Offer may be converted until 5:00 p.m., New York City time, on Friday, March 13, 2009, but only if the Notes are validly withdrawn in accordance with the terms of the Indenture.

(11) The amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Fundamental Change Repurchase Date is expected to be approximately $5.21, subject to increase if the Expiration Time is extended.

(12) The CUSIP numbers of the Notes are 00763MAF5 and 00763MAG3.

EXCERPTS ON THIS PAGE:

8-K (3 sections)
Feb 27, 2009
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