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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 | ||||||||
| Director Stock Option (right to purchase) | $ 26.54 | 01/03/2005 | A | 5,000 | 01/03/2005 | 01/03/2015 | Common Stock | 5,000 | (1) | 5,000 (2) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BERG LAURENCE MARTIN 9 W. 57TH STREET 43RD FLOOR NEW YORK, NY 10019 |
X | |||
| /s/ Laurence M. Berg | 01/05/2005 | |
| **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) | On January 3, 2005, the reporting person was granted 5,000 options to purchase the Company's common stock, par value $0.01 per share (the "Common Stock"), on a one-for-one basis, pursuant to the Company's Long-Term Incentive Plan. The options expire 10 years from the date of grant and are immediately available for exercise. |
| (2) | Represents the total number of options granted to the reporting person pursuant to this grant. The reporting person has an additional 67,500 options to purchase the Company's Common Stock (as adjusted to reflect a 5-for-2 stock split effected by the Company on August 29, 2003) pursuant to options previously granted to the reporting person on January 4, 1999, January 3, 2000, January 2, 2001, January 2, 2002, January 2, 2003, and January 2, 2004. All of these options are currently exercisable. |
| Remarks: Mr. Berg is associated with Apollo Advisors IV, L.P. ("Advisors"), which is the general partner of Apollo Investment Fund IV, L.P. ("AIF IV") and Apollo Overseas Parners IV, L.P. ("Overseas IV"). AIF IV and Overseas IV are the beneficial owners of certain shares of common stock of the Company. Mr. Berg disclaims beneficial ownership of all securities of the Company that may be deemed beneficially owned by AIF IV, Overseas IV, Advisors, and Apollo Capital Management IV, Inc., (the general partner of Advisors). This report shall not be deemed an admission that Mr. Berg is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |