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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 | ||||||||
Deferred Stock Units (3) | $ 0 | 07/07/2005 | M | 144,000 (1) | 01/07/2004 | 01/07/2013 | Common Stock | 144,000 | $ 0 | 0 | D | ||||
Deferred Stock Units (3) | $ 0 | 07/07/2005 | M | 26,535 (1) (4) | 01/07/2004 | 01/07/2013 | Common Stock | 26,535 | $ 0 | 0 | D | ||||
Deferred Stock Units (3) | $ 0 | 01/13/2005 | 01/13/2014 | Common Stock | 80,800 (4) | 80,800 | D | ||||||||
Deferred Stock Units (3) | $ 0 | 01/13/2005 | 01/13/2014 | Common Stock | 14,889 (4) | 14,889 | D | ||||||||
Restricted Stock Units (3) | $ 0 | 01/10/2006 | 01/10/2015 | Common Stock | 104,000 (4) | 104,000 | D | ||||||||
Restricted Stock Units (3) | $ 0 | 01/10/2006 | 01/10/2015 | Common Stock | 19,164 (4) | 19,164 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ENGLES GREGG L 2515 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX 75201 |
X | Chairman of the Board and |
Gregg L. Engles | 07/07/2005 | |
**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) | The reporting person was entitled to receive 144,000 shares of common stock of the Issuer pursuant to certain accelerated vesting provisions in the 2003 Award of Deferred Stock Units ("DSUs"). Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted by 26,535 to restore the post-spin value of the award to the pre-spin value of the award. A portion of these shares (62,160) were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of 108,375 net shares of common stock. |
(2) | The Amount of Securities Beneficially Owned Following the Reported Transactions reflects the number of Issuer's shares of stock owned by the Reporting Person, taking into account adjustments for splits, exchanges and any voluntary reporting events. |
(3) | A Stock Unit, which is issued under the Company's 1989 Stock Awards Plan, is a right to receive one share of common stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions. |
(4) | Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted to restore the post-spin value of the award to the pre-spin value of the award. |