|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Contract (1) (2) | (2) | 12/22/2004 | J(2) | 60,000 (2) | (2) | (2) | Common Stock | 60,000 (2) | (2) | 60,000 (2) | I | By corporation | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KUNIN MYRON D 7201 METRO BOULEVARD MINNEAPOLIS, MN 55439 |
X | Vice Chairman of the Board | ||
| Bert M. Gross, by power of attorney | 12/23/2004 | |
| **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) | On December 22,2004, Curtis Squire Inc. ("CSI"), a corporation the majority of whose voting shares are owned by the Reporting Person, entered into a variable prepaid forward contractl ("VPF Agreement") with an unrelated financial institution (the "Bank") for the sale of 60,000 shares of common stock of the Issuer ("Common Stock"). Pursuant to the VPF Agreement, the Bank on December 22, 2004, sold 60,000 shares of Common Stock into the public market at an average price of $46.2013. Also pursuant to the VPF Agreement, CSI agreed to sell to the Bank the 60,000 shares for an amount equal to the amount received by the Bank for the sale of the Bank's shares (the "Floor Price"), subject to adjustment as provided in the VPF Agreement. The Bank has agreed to make a prepayment to CSI equal to 88.22% of the Floor Price within three days after sale of the Bank's 60,000 shares. |
| (2) | The VPF Agreement provides that two years after sale of the Bank's shares (the "Settlement Date"), CSI will deliver to the Bank a number of shares as follows: (a) if the per share price of the Common Stock on the Settlement Date (the "Settlement Price") is equal to or less than the Floor Price, a delivery of 60,000 shares; (b) if the Settlement Price is greater than the Floor Price but less than 120% of the Floor Price (the "Cap Price"), a delivery of shares equal to Floor Price/Settlement Price x 60,000; (c) if the Settlement Price is equal to or greater than the Cap Price, a delivery of shares equal to (Floor Price + Settlement Price - Cap Price)/Settlement Price x 60,000. CSI has delivered 60,000 shares of Common Stock to the Bank as collateral security for CSI's obligations under the VPF Agreement. |