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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 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 价格 of Derivative Security | 3. Transaction 日期 (Month/Day/Year) | 3A. Deemed Execution 日期, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, 和 5) |
6. 日期 Exercisable 和 Expiration 日期 (Month/Day/Year) |
7. Title 和 量 of Underlying Securities (Instr. 3 和 4) |
8. 价格 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) | 日期 Exercisable | Expiration 日期 | Title | 量 or Number of Shares | ||||||||
Common Stock Purchase Rights | $ 1.2 | 08/17/2004 | C | 1,770,381 | 07/23/2004 | 08/17/2004 | Common Stock | 1,770,381 | (5) | 0 | I | 看到 Footnote (1) | |||
Common Stock Purchase Rights | $ 1.2 | 08/17/2004 | C | 26,684 | 07/23/2004 | 08/17/2004 | Common Stock | 26,684 | (5) | 0 | I | 看到 Footnote (2) | |||
Common Stock Purchase Rights | $ 1.2 | 08/17/2004 | C | 4,470,473 | 07/23/2004 | 08/17/2004 | Common Stock | 4,470,473 | (5) | 0 | I | 看到 Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | 其他 | |
DAVIDSON CHARLES E C/O WEXFORD MANAGEMENT LLC 411 WEST PUTNAM AVE GREENWICH, CT 06830 |
X |
/s/ Charles E Davidson | 09/28/2004 | |
**Signature of Reporting Person | 日期 |
* | If the form is filed by more than one reporting person, 看到 Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. 看到 18 U.S.C. 1001 和 15 U.S.C. 78ff(a). |
(1) | These shares are beneficially owned by seven entities (the "Wexford Entities") for which Wexford Capital LLC ("Wexford") serves as either investment manager, manager or sub-advisor. The Reporting Person is President, Managing Member 和 a controlling member of Wexford. The Reporting Person disclaims beneficial ownership of these shares for purposes of Rule 16(a)-(3)(a) promulgated under the Securities Exchange Act of 1934. |
(2) | These shares are beneficially owned in an IRA for the benefit of the Reporting Person. |
(3) | These shares are beneficially owned by CD Holding Company LLC, ("CDH") a limited liability company of which the Reporting Person is the sole manager 和 a controlling member. |
(4) | The purchase price was paid by a combination of cash, the application of aggregate debt of $510,548 owed CDH 和 the application of a commitment fee ($240,000) otherwise due CDH for back-stopping the rights offering described in footnote (5) below. |
(5) | All shareholders of record were distributed one Right for each 1.0146 shares of common stock held as of the record date. Each Right entitled the holder to subscribe to purchase one share of common stock for $1.20. In addition, holders of Rights who exercised all of their Rights had the right to oversubscribe for additional shares at $1.20 per share. All of the Wexford Entities exercised all of their respective rights 和 certain of the Wexford Entities received additional Rights. |