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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 | ||||||||
| Deferred Phantom Stock under Nonemployee Dir Equity Plan | (3) | 03/15/2006 | A(3) | 4.1 | (3) | (3) | Common | (3) | $ 0 | 845.098 (3) | D | ||||
| Phantom Stock under Non-Employee Dir. Stock Owner. Plan | (4) | 03/15/2006 | A(4) | 14.43 | (4) | (4) | Common | (4) | $ 0 | 3,002.15 (4) | D | ||||
| Stock Options | (5) | (5) | (5) | Common | 600 | 600 | D | ||||||||
| Stock Options | (6) | (6) | (6) | Common | 600 | 600 | D | ||||||||
| Stock Options | (7) | (7) | (7) | Common | 600 | 600 | D | ||||||||
| Stock Options | (8) | (8) | (8) | Common | 600 | 600 | D | ||||||||
| Stock Options | (9) | (9) | (9) | Common | 600 | 600 | D | ||||||||
| Stock Options | (10) | (10) | (10) | Common | 1,589 | 1,589 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DICAMILLO GARY T AMERICAN CRYSTAL, INC. 888 WASHINGTON ST DEDHAM, MA 02026-2834 |
X | |||
| /s/ Robert T. Kenagy | 03/16/2006 | |
| **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) | 1,000 shares are held in the name of the undersigned's broker. |
| (2) | As of 12/15/05, the latest date for which information is reasonably available, there are 470.199 shares held for the account of the undersigned pursuant to the Whirlpool Automatic Dividend Reinvestment Plan. |
| (3) | Grant of 4.10 phantom shares of common stock ("dividend equivalents") based on original grant of 827 phantom shares deferred in stock compensation awarded under the Nonemployee Director Equity Plan in a transaction exempt under Rule 16b-3(d). Shares of stock are payable in common stock of the company in a one-for-one basis following the reporting person's departure from the board. As of 03/15/06, 845.098 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock. |
| (4) | Grant of 14.43 phantom shares of common stock ("dividend equivalents") baed on original grant of 280 phantom shares deferred under the Nonemployee Director Stock Ownership Plan. This grant of deferred compensation is payable upon retirement from the Board of Directors. As of 03/15/06, 3,002.15 total phantom shares deferred which includes dividend equivalents earned in phantom restricted stock. |
| (5) | Stock option awarded on 4/28/98 at the option price of $50.92 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director. |
| (6) | Stock option awarded on 4/20/99 at the option price of $61.75 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director. |
| (7) | Stock option awarded on 4/18/00 at the option price of $46.21 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director. |
| (8) | Stock option awarded on 4/15/03 at the option price of $64.69 per share. All shares are currently exercisable six months and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director. |
| (9) | Stock option awarded on 4/20/04 at the option price of $50.98 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director. |
| (10) | Stock option awarded on 04/19/05 at the option price of $64.73 per share under the Nonemployee Director Equity Plan. All shares are currently exercisable and will expire either 20 years from the award date or the second anniversary of the date the Director ceases being a Director. |