ST. PAUL, Minn.--(BUSINESS WIRE)--St. Jude Medical, Inc. (NYSE:STJ) announced today its intention to offer $1 billion in aggregate principal amount of Convertible Senior Debentures due December 2008 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The debentures are convertible in certain circumstances into cash up to the principal amount. Any conversion value above the principal amount will be convertible into cash, shares of common stock or a combination of cash and shares at the Company’s election. The conversion premium, coupon rate and other terms of the debentures will be determined by negotiations between the Company and the initial purchaser of the debentures. The Company also intends to grant the initial purchaser an option to purchase up to $200 million aggregate principal amount of additional debentures to cover over-allotments, if any.