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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 | ||||||||
| Nonemployee Dir Stock Option (Right to Buy) 6/7/96 Grant | $ 57.025 | (3) | (3) | Common Stock | 1,500 | 1,500 (2) | D | ||||||||
| Nonemployee Dir Stock Option (Right to Buy) 7/1/97 Grant | $ 41.9375 | (3) | (3) | Common Stock | 1,500 | 1,500 (2) | D | ||||||||
| Nonemployee Dir Stock Option (Right to Buy) 6/1/98 Grant | $ 35.875 | (3) | (3) | Common Stock | 6,518 | 6,518 (2) | D | ||||||||
| Nonemployee Dir Stock Option (Right to Buy) 6/1/99 Grant | $ 56.0937 | (3) | (3) | Common Stock | 1,500 | 1,500 (2) | D | ||||||||
| Nonemployee Dir Stock Option (Right to Buy) 6/1/00 Grant | $ 63.9687 | (3) | (3) | Common Stock | 4,000 | 4,000 (2) | D | ||||||||
| Nonemployee Dir Stock Option (Right to Buy) 6/1/01 Grant | $ 62.13 | (3) | (3) | Common Stock | 4,000 | 4,000 (2) | D | ||||||||
| Nonemployee Dir Stock Option (Right to Buy) 5/1/02 Grant | $ 54.19 | (3) | (3) | Common Stock | 4,000 | 4,000 (1) | D | ||||||||
| Nonemployee Dir Stock Option (Right to Buy) 6/2/03 Grant | $ 20.99 | (3) | (3) | Common Stock | 4,000 | 4,000 (1) | D | ||||||||
| Phantom Stock | $ 0 (4) | 04/21/2005 | A | 1,324 (5) | (5) | (5) | Common Stock | 1,324 (5) | $ 0 (5) | 27,953 | D | ||||
| Phantom Stock | $ 0 (4) | 04/21/2005 | M | 27,953 (5) | (5) | (5) | Common Stock | 27,953 (5) | $ 0 (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RODIN JUDITH 5400 LEGACY DRIVE PLANO, TX 75024 |
X | |||
| Linda Epstein as Attorney-in-Fact for Judith Rodin | 04/25/2005 | |
| **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) | Pursuant to 16b-3(d) Issuer's Board approved on 2/2/05 the acclerated vesting of this option. This acceleration serves only to vest the unvested shares despite Reporting Person's resignation from the Issuer's Board of Directors on 3/31/05, but does not result in a cancellation of the option or grant of a new one. |
| (2) | No reportable change since the last filing, this is a reiteration of holdings only. |
| (3) | Information originally included at time grant was reported. |
| (4) | 1 for 1 |
| (5) | The shares of phantom stock are payable in cash upon Reporting Person's termination as Director. On 4/22/05 Reporting Person ceased being a Director on Issuer's Board of Directors and ceased being an Insider for Issuer. To avoid confusion the Reporting Person reports her final acquisition of (i) 65 phantom stock dividends on 3/10/05 at $20.790, and (ii) phantom stock account credits (10%) of 1,239 shares on 6/1/04 at $16.1450, a make-up of 11 shares for dividends issued on 6/10/04 at $17.5400, a make-up of 3 shares for dividends issued on 9/10/04 at $19.9300, a make-up of 3 shares for dividends issued on 12/10/04 at $22.2000, and a make-up of 3 shares for dividends issued on 3/10/05 at $20.7900. As separate line items Reporting Person then details disposition of her phantom stock into common stock to Issuer for cash to be payable to her in five annual installments on or shortly after April 21st each year, with the first installment to be paid shortly after 4/21/05. |