Prospectus excerpt:  We are offering 2,250,000 shares of our 6.25% Mandatory Convertible Preferred Stock, with an initial liquidation preference of $100 per share (our Ùmandatory convertible preferred stockˆ).

We will pay dividends on each share of our mandatory convertible preferred stock on a cumulative basis at an annual rate of 6.25% of the initial liquidation preference of $100 per share. Dividends will accrue and cumulate from the date of issuance and, to the extent that we have lawfully available funds to pay dividends and our board of directors or an authorized committee of our board of directors declares a dividend payable, we will pay dividends on March 1, June 1, September 1, and December 1 of each year prior to March 1, 2014 in cash and on March 1, 2014 or any earlier conversion date in cash, shares of our common stock, or a combination thereof, at our election and subject to the share cap (as defined herein). The first dividend payment, if declared, will be made on June 1, 2011, in the expected amount of $1.5799 per share of our mandatory convertible preferred stock, which will reflect the time period from the date of issuance to, but not including, June 1, 2011.

Each share of our mandatory convertible preferred stock has a liquidation preference of $100, plus an amount equal to accrued and unpaid dividends. Each share of our mandatory convertible preferred stock will automatically convert on March 1, 2014 into between 2.1899 and 2.6717 shares of our common stock (respectively, the Ùminimum conversion rateˆ and Ùmaximum conversion rateˆ), each subject to adjustment, depending on the average VWAP (as defined herein) per share of our common stock over the 20 trading day period ending on, and including, the third trading day prior to such date. At any time prior to March 1, 2014, holders may elect to convert all or a portion of their shares of our mandatory convertible preferred stock at the minimum conversion rate of 2.1899 shares of our common stock, subject to adjustment. In addition, upon the occurrence of a fundamental change (as defined herein), holders may elect to convert all or a portion of their shares of our mandatory convertible preferred stock into a number of shares of our common stock equal to the fundamental change conversion rate (as defined herein).