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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 23.05 | 09/28/2005 | A | 57,500 | (4) | 09/28/2015 | Common Stock | 57,500 | $ 0 | 57,500 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Reynolds Jeffrey J 4520 N STATE ROAD 37 ORLEANS, IN 47452 |
X | Senior Vice President |
/s/ Jeffrey J. Reynolds | 09/28/2005 | |
**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 acquired 804,779 shares of issuer common stock as partial consideration in exchange for a 35.2% interest in Reynolds, Inc. ("Reynolds"), pursuant to Reynolds' merger into a subsidiary of the issuer. Of the 804,779 shares issued to the reporting person in the merger, 120,717 shares are currently being held in escrow and are subject to forfeiture during the two-year period following the merger to satisfy claims arising as a result of a breach of any of the representations, warranties or covenants of the Reynolds' shareholders in the merger agreement. |
(2) | The merger agrement also provides that the former shareholders of Reynolds will receive an earn-out payment equal to three times the amount by which Reynolds' average annual EBITDA for each year during the three-year period ending October 31, 2008 exceeds $16,500,000, with 40% of such earn-out payment being paid in additional shares of issuer common stock, valued at the average closing price for the 30 trading days prior to October 31, 2008, subject to the obtaining of shareholder approval if necessary. The reporting person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on September 28, 2005, the effective date of the merger. |
(3) | On the closing date of the merger, the price of the issuer's common stock was $23.48 per share. |
(4) | Exercisable 25% per year beginning on September 29, 2006. |