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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Prepaid forward contract (Right/obligation to sell) | (1) (2) | 01/05/2006 | J(1)(2) | 394,420 | (1)(2) | (1)(2) | Common Stock | 394,420 | (1) (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HERSHAFT ARTHUR 105 CORPORATE PARK DRIVE WHITE PLAINS, NY 10604 |
X | Chairman |
/s/ Robert S. Stone, Attorney-in-Fact | 03/28/2006 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On August 16, 2002, the reporting person entered into a prepaid forward contract (the "2002 Prepaid Forward Contract") with an unaffiliated third party buyer in which the reporting person agreed to deliver (i) shares of common stock, par value $0.10 per share (the "Common Shares"), of the issuer or (ii) an equivalent amount of cash (if elected by him) on or before January 5, 2006 (the "Termination Date"). In exchange for assuming this obligation, the reporting person received a cash payment of $5,224,106.00 as of the date of entering into the contract. The reporting person pledged 394,420 Common Shares to secure his obligations under the 2002 Prepaid Forward Contract, and retained voting rights in the pledged shares during the period of the pledge. The terms and conditions relating to the 2002 Prepaid Forward Contract were disclosed in an exhibit to the Form 4 dated August 2002. |
(2) | On January 5, 2006, the reporting person delivered 330,764 Common Shares in settlement of the 2002 Prepaid Forward Contract at a purchase price of $15.43 per share and retained ownership of the remaining 63,656 pledged shares. |