Item 3.02 Unregistered Sales of Equity Securities.

We have agreed to issue an aggregate of 45,200,000 shares of our common stock, par value $0.001 per share, in exchange for $6,000,000 principal amount of our 2½% Convertible Notes due 2009 (the "2½% Notes") beneficially owned by institutional holders. After giving effect to these exchanges, $187,588,000 aggregate principal amount of the 2½% Notes remain outstanding.

We will not receive any cash proceeds as a result of the exchange of our common stock for the 2½% Notes, which notes will be retired and cancelled. We executed these transactions to reduce our debt and interest cost, increase our equity, and improve our balance sheet. We may engage in additional exchanges in respect of our outstanding indebtedness if and as favorable opportunities arise.

The issuance of the shares of our common stock will be made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 3(a)(9) of such Act.

---