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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 | ||||||||
| Forward Contract (right/obligation to sell) | (1) (2) | 02/21/2006 | J(1)(2) | 37,000 | (1)(2) | (1)(2) | Common Stock | 37,000 | (1) (2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JONES LESLIE A ASHLAR HOUSE 1921 STRAWBERRY FIELDS YORK, PA 17402 |
X | |||
| By: Brian M. Addison, Esquire, POA for | 02/23/2006 | |
| **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) | On February 21, 2006, Mr. Jones entered into a variable share pre-paid forward purchase contract (the "Contract") with Mellon Bank, NA ("Mellon"), which provides that he is to pledge 37,000 shares to Mellon, and that Mellon may sell up to 37,000 of his shares of Class A Common Stock at the maturity date of the Contract, or 2/21/2008. As pre-payment for the pledge of these shares, Mellon paid Mr. Jones $1,760,841.29, or approximately $47.59 per share. At the end of the two-year period: A. If the Settlement Price is greater than $65.64 per share (the Ceiling Price) Mr. Jones is obligated to deliver a number of shares equal to the product of 37,000 and the ratio obtained by dividing the sum (x) $54.7015 (the Floor Price) and (y) the difference between the Settlement Price and the Ceiling Price, by the Settlement Price; and |
| (2) | (continued) B. If the Settlement Price is between the Floor Price and the Ceiling Price, Mr. Jones is obligated to deliver a number of shares equal to the product of 37,000 and the ratio that is obtained by dividing the Floor Price by the Settlement Price; and C. If the Settlement Price is at or below the Floor Price, Mr. Jones is obligated to deliver 37,000 shares. The number of shares of Common Stock to be delivered by Mr. Jones is subject to adjustment in the case of certain antidilutive and extraordinary events and the payment of increased dividends by the Company on the Common Stock. All voting rights and dividends on the shares during the period in which the shares are pledged to Mellon shall remain with and be for the account of Mr. Jones. Mr. Jones may elect, within 5 days of the maturity date, to settle in cash in lieu of delivering shares, based on the Settlement Price. |