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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 | ||||||||
Option (Right to Buy) (2) | $ 5.81 | 12/17/2007 | M | 58,508 | 05/30/1997 | 12/31/2007 | Common Stock | 58,508 | $ 0 | 0 | D | ||||
Option (Right to Buy) (3) | $ 5.81 | 12/17/2007 | M | 64,944 | (4) | 12/31/2007 | Common Stock | 64,944 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GERMAIN MARK 15 BANK STREET WHITE PLAINS, NY 10606 |
X |
/s/ Alexander G. Simpson, as Attorney-in-Fact | 12/19/2007 | |
**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) | Each transaction reported represents a cash settlement of the option whereby the Issuer paid to the Reporting Person an amount equal to the fair market value of the shares underlying the option over the aggregate exercise price of the option with the option then being cancelled. |
(2) | As permitted by the Issuer's former Plan of Liquidation (pursuant to which the Issuer made a liquidating distribution of $14.00 per share of Common Stock on December 14, 2005) and incentive plans, the Issuer's outstanding options have been adjusted to prevent a dilution of benefits to option holders. Accordingly, on March 21, 2006, the number of shares of Common Stock underlying such option was increased from 19,257 to 68,259, and the exercise price was decreased from $20.60 to $5.81 per share. 9,751 of such options have been previously exercised. |
(3) | As permitted by the Issuer's former Plan of Liquidation (pursuant to which the Issuer made a liquidating distribution of $14.00 per share of Common Stock on December 14, 2005) and incentive plans, the Issuer's outstanding options have been adjusted to prevent a dilution of benefits to option holders. Accordingly, on March 21, 2006, the number of shares of Common Stock underlying such option was increased from 21,375 to 75,767, and the exercise price was decreased from $20.60 to $5.81 per share. 10,823 of such options have been previously exercised. |
(4) | One third of the options became exercisable in three equal annual installments beginning on May 30, 1998, which was the first anniversary of the date on which the option was granted. |