| the prospectus dated August 7, 2006, which we refer to as the prospectus; | ||
| the prospectus supplement dated August 7, 2006, which we refer to as the prospectus supplement; | ||
| supplement no. 1 dated August 18, 2006 to the prospectus and the prospectus supplement; | ||
| supplement no. 2 dated September 7, 2006 to the prospectus and the prospectus supplement; | ||
| supplement no. 3 dated September 29, 2006 to the prospectus and the prospectus supplement; | ||
| supplement no. 4 dated October 23, 2006 to the prospectus and the prospectus supplement; | ||
| supplement no. 5 dated November 22, 2006 to the prospectus and the prospectus supplement; | ||
| supplement no. 6 dated December 22, 2006 to the prospectus and the prospectus supplement; and | ||
| supplement no. 7 dated February 12, 2007 to the prospectus and the prospectus supplement. |
| 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 any of the prior registration documents 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. |
Number of | ||||||||||||||||||||||||||||
Principal Amount of | Shares of | |||||||||||||||||||||||||||
Principal Amount of | 2013 Notes | Common | ||||||||||||||||||||||||||
2011 Notes Beneficially | Beneficially Owned | Number of | Stock | |||||||||||||||||||||||||
Owned and Offered | and Offered (USD) | Shares of | Beneficially | |||||||||||||||||||||||||
(USD) and Percentage | and Percentage of | Common | Owned after | Natural Person(s) | ||||||||||||||||||||||||
of 2011 Notes | 2013 Notes | Stock Offered | the Offering | with Voting or | ||||||||||||||||||||||||
Name of Selling Securityholder (1) | Outstanding (%) (2) | Outstanding (%) (3) | (4) (5) | (6) | Investment Power | |||||||||||||||||||||||
GLG Market Neutral Fund |
28,000,000 | 1.27 | | | 498,716 | 107,104 | (16) |
Number of | ||||||||||||||||||||||||||||
Principal Amount of | Shares of | |||||||||||||||||||||||||||
Principal Amount of | 2013 Notes | Common | ||||||||||||||||||||||||||
2011 Notes Beneficially | Beneficially Owned | Number of | Stock | |||||||||||||||||||||||||
Owned and Offered | and Offered (USD) | Shares of | Beneficially | |||||||||||||||||||||||||
(USD) and Percentage | and Percentage of | Common | Owned after | Natural Person(s) | ||||||||||||||||||||||||
of 2011 Notes | 2013 Notes | Stock Offered | the Offering | with Voting or | ||||||||||||||||||||||||
Name of Selling Securityholder (1) | Outstanding (%) (2) | Outstanding (%) (3) | (4) (5) | (6) | Investment Power | |||||||||||||||||||||||
Henderson
Global Equity Multi-Strategy
Master Fund Limited |
5,550,000 | (9) | * | | | 98,852 | (12) | | Robert Villiers | |||||||||||||||||||
JP Morgan
Securities, Inc.
(#) (17) |
15,860,000 | * | 27,257,000 | (11) | 1.24 | 767,969 | (13) | | (7 | ) | ||||||||||||||||||
Merrill, Lynch,
Pierce, Fenner &
Smith (#) (15) |
95,665,000 | (10) | 4.35 | 42,398,000 | 1.93 | 2,459,081 | (14) | | (7 | ) |
* | 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 this prospectus supplement from time to time, if required. | |
(2) | The aggregate dollar amount of 2011 Notes listed in the table of selling securityholders herein, in the prospectus supplement and in the prior supplements thereto exceeds $2,200,000,000 because certain persons listed herein and/or therein as selling securityholders may have transferred their securities in transactions exempt from registration, in which case the transferees thereof may be listed herein, in the prospectus supplement or in the prior supplements thereto with respect to the same securities. | |
(3) | The aggregate dollar amount of 2013 Notes listed in the table of selling securityholders herein, in the prospectus supplement dated August 7, 2006 and in the prior supplements thereto exceeds $2,200,000,000 because certain persons listed herein and/or therein as selling securityholders may have transferred their securities in transactions exempt from registration, in which case the transferees thereof may be listed herein, in the prospectus supplement or in the prior supplements thereto with respect to the same securities. | |
(4) | 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. | |
(5) | 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 1,149,021,093 shares of common stock outstanding as of March 30, 2007. 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. | |
(6) | 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. 8 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. | |
(7) | The selling securityholder is a company that is required to file periodic and other reports with the SEC. | |
(8) | The selling securityholder is a wholly-owned subsidiary of a company that is required to file periodic and other reports with the SEC. | |
(9) | This amount reflects an increase of $150,000 from the amount of 2011 Notes previously listed for this selling securityholder in supplement no. 7 dated February 12, 2007 to the prospectus and prospectus supplement. | |
(10) | This amount reflects an increase of $60,000,000 from the amount of 2011 Notes previously listed for this selling securityholder in supplement no. 7 dated February 12, 2007 to the prospectus and prospectus supplement. | |
(11) | This amount reflects an increase of $76,000 from the amount of 2013 Notes previously listed for this selling securityholder in supplement no. 2 dated September 7, 2006 to the prospectus and prospectus supplement. | |
(12) | This amount reflects an increase of 2,672 from the number of shares previously listed for this selling securityholder in supplement no. 7 dated February 12, 2007 to the prospectus and prospectus supplement. | |
(13) | This amount reflects an increase of 1,354 from the number of shares previously listed for this selling securityholder in supplement no. 2 dated September 7, 2006 to the prospectus and prospectus supplement. | |
(14) | This amount reflects an increase of 1,068,678 from the number of shares previously listed for this selling securityholder in supplement no. 7 dated February 12, 2007 to the prospectus and prospectus supplement. |
(15) | Merrill Lynch, Pierce, Fenner & Smith Incorporated is a dealer under commercial paper dealer agreements with us. Merrill Lynch Bank USA is a party to our $1,000,000,000 five-year credit facility. 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. Merrill Lynch, Pierce, Fenner & Smith Incorporated may have, from time to time, acted in a financial investment advisory capacity for us. | |
(16) | GLG Market Neutral Fund is a publicly owned company listed on the Irish Stock Exchange. GLG Partners LP, an English limited partnership, acts as the investment manager of the fund and has voting and dispositive power over the securities held by the fund. The general partner of GLG Partners LP is GLG Partners Limited, an English limited company. The shareholders of GLG Partners Limited are Noam Gottesman, Pierre Lagrange, Jonathan Green and Lehman Brothers (Cayman) Limited, a subsidiary of Lehman Brothers Holdings, Inc., a publicly-held entity. The managing directors of GLG Partners Limited are Noam Gottesman, Pierre Lagrange and Emmanuel Roman and, as a result, each has voting and dispositive power over the securities held by the fund. GLG Partners LP, GLG Partners Limited, Noam Gottesman, Pierre Lagrange and Emmanuel Roman disclaim beneficial ownership of the securities held by the Fund, except for their pecuniary interest therein. | |
(17) | JPMorgan Chase Bank N.A. is a party to our $1,000,000,000 five-year credit facility. J.P. Morgan Securities, Inc. may, from time to time, act in a financial advisory and consulting capacity for us. |