In February 1997, the Company issued 3,450,000 shares of $3.625 Series A Convertible Preferred Stock (the "Convertible Preferred Stock"). The Convertible Preferred Stock has a liquidation preference of $50 per share and is convertible by the holder at any time into shares of common stock at a conversion price of $32.40 per share of common stock (equivalent to a conversion rate of 1.5432 shares of common stock for each share of Convertible Preferred Stock). The shares of Convertible Preferred Stock are redeemable, at the option of the Company, subsequent to February 16, 2000 at pre-established redemption prices. After deduction of the underwriting discount and other estimated expenses of the offering, the net proceeds to the Company were approximately $167.0 million and were used to repay indebtedness under the Company's $1 Billion Revolving Credit Facility.

In July 1997, the Company issued 7,448,276 shares of common stock as part of the acquisition of Celebrity. (See Note 3-Acquisition.)

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