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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 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 | ||||||||
Long Puts (right to sell) | $ 56.75 | 07/30/2004 | X(1) | 1 | 07/30/2004 | 07/30/2004 | Common Stock | 200,000 | $ 56.75 | 0 | I | by Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ATKINSON RICHARD C 5775 MOREHOUSE DR. SAN DIEGO, CA 92121-1714 |
X |
By: Noreen E. Burns, Attorney-In-Fact For: Richard C. Atkinson | 08/03/2004 | |
**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 entered into a prepaid forward contract providing a right to deliver the underlying shares on the maturity dated if the market price at maturity is less than the contract "floor price" and an obligation to deliver underlying shares on the maturity date whose value equals the excesof the aggregate contract "cap price" over the aggregate market price of the underlying shares. Only one of the options can be in the money on the maturity date. On the maturity date, the in-the-money option (if any) will be exercised and the out-of-the-money option(s) will expire. |
(2) | On July 30, 2004 i) The reporting person delivered 163,993 shares of common stock in settlement of the 3-year variable prepaid forward contract covering up to 200,000 shares of the common stock which the reporting person entered into on July 31, 2001; ii) The reporting person retained ownership of 36,007 shares remaining under the original contract, as calculated based on the closing price ($69.21) of the common stock on 7/30/04. |
(3) | Securities held by Rita L. Atkinson & Richard C. Atkinson as Co-Trustees of the Richard Chatham Atkinson & Rita Loyd Atkinson Family Trust UTA dtd. 12/04/80. |
(4) | Securities held by Richard C. Atkinson and Rita L. Atkinson as Trustees for certain relatives. |