MOORESVILLE, N.C., Oct. 31 /PRNewswire-FirstCall/ -- Lowe's Companies,
Inc. (NYSE: LOW) announced today that its Senior Convertible Notes due
October 19, 2021 (the "Notes") are now convertible at the option of the
holders and will remain convertible through February 3, 2006, the last day of
the current fiscal quarter, as provided in the Indenture (as defined below)
governing the Notes.
Issued in October 2001, the Notes are currently convertible at a rate of
17.2120 shares of common stock per $1,000 principal amount at maturity of
Notes. There is currently $580.7 million in principal amount at maturity of
Notes outstanding. The Notes became convertible as a result of the closing
price for the company's common stock remaining above $59.07, the effective
trigger price for conversion, for at least 20 trading days during the 30
consecutive trading-day period ending on October 28, 2005 (the "Conversion
For those Notes being converted and delivered to The Bank of New York, the
conversion agent, by or on February 3, 2006, the company will deliver whole
shares of its common stock. Cash will be paid in lieu of fractional shares
only. If all outstanding Notes are surrendered for conversion, the aggregate
number of shares of common stock issued would be approximately 10 million.
These shares are already included in the calculation of the company's diluted
earnings per share.
After February 3, 2006, the Notes will no longer be convertible pursuant
to this Conversion Event. The Notes could become convertible again if the
sale price condition is met in any future fiscal quarter or if any of the
other conditions to conversion set forth in the Indenture are met.
This press release is only a summary of certain provisions of the Notes
and the terms and conditions of the Indenture. A complete explanation of the
conversion rights of holders of the Notes, as well as the procedures required
to convert Notes, is set forth in the Second Supplemental Indenture, dated as
of October 19, 2001, which is supplemental to the Amended and Restated
Indenture, dated as of December 1, 1995, as Amended by the First Supplemental
Indenture, dated as of February 23, 1999 (collectively, the "Indenture"). All
holders are urged to review the conversion provisions contained in the Notes
and the Indenture in their entirety.
With fiscal year 2004 sales of $36.5 billion, Lowe's Companies, Inc. is a
FORTUNE(R) 50 company that serves approximately 11 million customers a week at
more than 1,150 home improvement stores in 49 states. Based in Mooresville,
N.C., the 59-year old company is the second-largest home improvement retailer
in the world.
This release contains "forward-looking statements," as such are provided
for by the Private Securities Litigation Reform Act of 1995 (the "Act").
Statements regarding the future convertibility of the Notes and any other
statement not reciting historic fact are statements that could be "forward-
looking statements" under the Act. A wide-variety of potential risks,
uncertainties, and other factors could materially affect our ability to
achieve the results expressed or implied by our forward-looking statements,
and those risks and uncertainties are detailed in the company's earnings
releases and other filings with the Securities and Exchange Commission.
Any forward-looking statements contained in this release are based upon
data available as of the date of this release and speak only as of such date.
We expressly disclaim any obligation to update or revise any forward-looking
statement, whether as a result of new information, change in circumstances,
future events, or otherwise.
SOURCE Lowe's Companies, Inc.
/CONTACT: Shareholders' - Analysts', Paul Taaffe, +1-704-758-2033, or
Media, Chris Ahearn, +1-704-758-2304, both of Lowe's Companies, Inc./
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/Web site: http://www.lowes.com/
CO: Lowe's Companies, Inc.
ST: North Carolina
IN: REA CST
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1574 10/31/2005 07:30 EDT http://www.prnewswire.com