PROSPECTUS SUPPLEMENT NO. 3		Filed Pursuant to Rule 424(b)(3) and 424(b)(7)
(To Prospectus dated June 23, 2006)		File No. 333-135285

$400,000,000

 

1¹/4% Convertible Senior Notes due 2026
and Shares of Common Stock Issuable Upon Conversion of the Notes
and Related Subsidiary Guarantees

     This prospectus supplement, or Supplement No. 3, supersedes and replaces the section entitled “Selling Securityholders” contained in the prospectus, dated June 23, 2006, as supplemented by Prospectus Supplement No. 1, dated July 14, 2006 and Prospectus Supplement No. 2, dated July 28, 2006, relating to the potential sale from time to time by the selling securityholders identified in this Supplement No. 3 of up to $400,000,000 aggregate principal amount of our 1¹/4% Convertible Senior Notes due 2026, or “Notes,” the related guarantees issued by our domestic subsidiaries and our shares of common stock issuable upon conversion of the Notes. The terms of the Notes are set forth in the prospectus dated June 23, 2006. This Supplement No. 3 is not complete without, and may not be delivered or utilized except in connection with, the prospectus dated June 23, 2006, including any amendments or further supplements thereto, except to the extent that the information in this Supplement No. 3 supersedes the information contained in the prospectus dated June 23, 2006, as supplemented by Prospectus Supplement No. 1, dated July 14, 2006 and Prospectus Supplement No. 2, dated July 28, 2006.

     Investing in the Notes and our common stock issuable upon conversion of the Notes involves risks that are described in the “Risk Factors” section of the accompanying prospectus beginning on page 7.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, DATED JUNE 23, 2006. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is August 31, 2006.

TABLE OF CONTENTS

		Page
Prospectus Supplement
SELLING SECURITYHOLDERS			S-1

 

The Notes and subsidiary guarantees were issued and sold by us in March 2006 to Citigroup Global Markets Inc., UBS Securities LLC and Banc of America Securities LLC (the “initial purchasers”), and were re-sold by the initial purchasers pursuant to Rule 144A under the Securities Act. The selling securityholders may from time to time offer and sell pursuant to this prospectus or a supplement hereto any or all of the Notes and subsidiary guarantees listed below and the shares of common stock issued upon conversion of such Notes. When we refer to the “selling securityholders” in this prospectus or a supplement hereto, we mean those persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders’ interests.

 

The table below sets forth information with respect to the selling securityholders, the principal amount of Notes and related subsidiary guarantees beneficially owned by each selling securityholder that may be offered pursuant to this prospectus or a supplement hereto and the number of shares of common stock into which such Notes are initially convertible. However, the number of shares of common stock into which such Notes are initially convertible is subject to adjustment as provided in “Description of the Notes — Conversion Rights — Conversion Rate Adjustments”; resulting from payment of any make whole amount as provided in “Description of the Notes —
Determination of the Make Whole Amount”; and resulting from any registration default as provided in “Description of the Notes — Registration Rights.” Unless set forth below, to our knowledge, none of the selling securityholders has, or within the past three years has had, any material relationship with us or any of our predecessors or affiliates or beneficially owns in excess of 1% of the outstanding common stock.

 

The principal amounts of the Notes provided in the table below are based on information provided to us by each of the selling securityholders as of August 25, 2006. Since the date on which each selling securityholder provided this information, each selling securityholder identified below may have sold, transferred or otherwise disposed of all or a portion of its Notes and subsidiary guarantees in a transaction exempt from the registration requirements of the Securities Act. Information concerning the selling securityholders may change from time to time and any changed information will be set forth in supplements or amendments to this prospectus to the extent required.