|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 8.68 | 12/20/2004 | D | 5,000 | (2) | 03/10/2009 | Common Stock | 5,000 | $ 10.32 | 0 | D (3) | ||||
Stock Option (Right to Buy) | $ 9.63 | 12/20/2004 | D | 25,000 | (2) | 06/19/2011 | Common Stock | 25,000 | $ 9.38 | 0 | D (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STRUMWASSER DAVID A C/O WHIPPOORWILL ASSOCIATES, INC. 11 MARTINE AVENUE WHITE PLAINS, NY 10606 |
X | X |
/s/ David A. Strumwasser | 12/22/2004 | |
**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) | The Reporting Person is a managing director and a stockholder of Whippoorwill Associates, Inc. ("Whippoorwill"), a registered investment adviser. Whippoorwill, through various limited partnerships, a corporation, a trust and third-party accounts for which it has discretionary authority, may be deemed to be the beneficial owner of these equity securities of the Issuer. As a result of the Reporting Person's relationship with Whippoorwill, the Reporting Person may be deemed to have beneficial ownership of these securities of the Issuer because Whippoorwill may be deemed the beneficial owner thereof. However, the Reporting Person and Whipporwill disclaim beneficial ownership in all such securities to the extent that they do not have a pecuniary interest therein. |
(2) | Not applicable. |
(3) | Pursuant to the Reporting Person's employment arrangements with Whippoorwill, the Reporting Person is required to transfer to Whippoorwill, for the benefit of Whippoorwill's discretionary accounts, the economic benefit of any shares the Reporting Person receives upon exercise of stock options granted under the Issuer's Stock Option Plan for Non-Employee Directors. |
Remarks: Reporting Person resigned as a director as of December 20, 2004. |