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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 | ||||||||
Series A Convt Preferred Shares,par value $0.01 per share | (2) | 07/21/2006 | C(1) | 18,060 | 01/31/2005 | 12/31/2049 | Common stock, par value $0.01 per share | 22,199 | (2) | 369,373 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
J P MORGAN CHASE & CO 270 PARK AVENUE NEW YORK, NY 10017 |
X |
Anthony J. Horan | 07/24/2006 | |
**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) | The Issuer is engaged in a redemption of its Series A Convertible Preferred Shares and the holders of the Preferred Shares must elect by July 21, 2006 to either (1) convert a specified portion of its Preferred Shares into Common Stock at a set and announced conversion ratio or (2) receive an aggregate amount of cash equivalent to $13.52 per Preferred Share on the redemption date of July 28, 2006. The reporting person has elected, effective July 21, 2006, to convert its specified eligible Preferred Shares (18,060) into shares of Common Stock at the announced conversion ratio of 1.2292 shares of Common Stock per Series A Convertible Preferred Share. |
(2) | The Series A Convertible Preferred Shares of the Issuer are convertible at the option of the reporting person into shares of Common Stock at an initial ratio of one Preferred Share into one share of Common Stock, which ratio increases pursuant to the terms of the Preferred Shares over time to the current ratio of 1.2292 shares of Common Stock per Preferred Share for the conversion described in footnote 1 above. |
(3) | Beneficial ownership of this position was acquired by J.P. Morgan Ventures Corporation, a wholly owned subsidiary of JPMorgan Chase & Co. JPMorgan Chase & Co. expressly disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest in such shares. |