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September 2, 2010


Home > Investor Center > SEC Filings

Ownership

FILINGS SINCE MOST RECENT PROXY

DATE
TYPE
FIRM / PERSON
AGGREGATE AMOUNT BENEFICIALLY OWNED
PERCENT OF CLASS
05/24/10
SC-13D/A
---
---
05/18/10
SC-13D/A
---
---
05/18/10
SC-13D/A
---
---
05/6/10
SC-13D
3,008,130
13.4%
02/10/10
SC-13G
1,424,826
5.8%

 

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of December 24, 2009, with respect to the only persons known by the Company to be the beneficial owners of more than 5% of the Class B Common Stock, the Company’s only class of voting securities:

 Name
Class of Stock
Type of Ownership
 Number of Shares
Percent of Class
Virginia D. Ragan
Class B
See (1) below
12,020,063
53.5%
Judith D. Hook
Class B
See (2) below
11,741,538
52.3%
Marquis Trust
Class B
Record and Beneficially
2,127,028
9.5%
Patricia M. Dempsey Trust
Class B
Record and Beneficially
2,127,028
9.5%
Family Trust for the benefit of Mary T. McAlpin
Class B
Record and Beneficially
2,127,028
9.5%
Hyatts Trust
Class B
Record and Beneficially
2,127,028
9.5%
Nob Hill Trust
Class B
Record and Beneficially
2,127,026
9.5%
Robert C. Macauley
Class B
Record and Beneficially
1,602,456
7.2%
Mary T. McAlpin
Class B
See (3) below
1,266,869
5.6%

(1) Includes shares held by Ms. Ragan (A) as trustee under her revocable and grantor retained annuity trusts (1,268,255 shares), and (B) as trustee of various Dempsey family trusts, including the trusts identified in this table as the Marquis Trust, Patricia M. Dempsey Trust, Family Trust for the benefit of Mary T. McAlpin, Hyatts Trust and Nob Hill Trust (10,751,808 shares). Does not include shares held by John W. McNamara, a director of the Company, who is Ms. Ragan’s son. Ms. Ragan disclaims beneficial ownership of the shares held by Mr. McNamara.

(2) Includes shares held by Ms. Hook (A) as trustee under her revocable and grantor retained annuity trusts (777,870 shares), and (B) as trustee of a charitable lead annuity and as trustee of various Dempsey family trusts, including the trusts identified in this table as the Marquis Trust, Patricia M. Dempsey Trust, Family Trust for the benefit of Mary T. McAlpin, Hyatts Trust and Nob Hill Trust (10,963,668 shares).

(3) All shares held by Ms. McAlpin as trustee under her revocable and grantor retained annuity trusts.

The following table sets forth certain information, as of December 24, 2009, with respect to the Class A Common Stock and Class B Common Stock (the only equity securities of the Company) beneficially owned, directly or indirectly, by each director, nominee for director and each Named Executive Officer:

 
Title and Percent of Class (1)(2)(3)
Name
Class A
%
Vicki L. Avril
9,539
*
Ronald L. Brown
44,005
*
Bruce A. Edwards
6,539
*
Mark A. Emkes
4,029
 
John F. Finn
3,029
*
David B. Fischer
29,323
*
Michael J. Gasser
377,967
1.5%
Daniel J. Gunsett
23,833
*
Judith D. Hook
29,539(4)
*
Donald S. Huml
62,362
*
Gary R. Martz
61,974
*
John W. McNamara
___(5)
*
Patrick J. Norton
17,539(6)
*
Michael C. Patton
21,766
*

 
Title and Percent of Class (1)
Name
Class B
%
Vicki L. Avril
___
*
Ronald L. Brown
1,400
*
Bruce A. Edwards
___
*
Mark A. Emkes
___
*
John F. Finn
___
*
David B. Fischer
___
*
Michael J. Gasser
23,796
*
Daniel J. Gunsett
3,000
*
Judith D. Hook
11,741,538(7)
52.3%
Donald S. Huml
___
*
Gary R. Martz
600
*
John W. McNamara
4,207(5)(8)
*
Patrick J. Norton
___
*
Michael C. Patton
___
*

* Less than one percent.

(1) Except as otherwise indicated below, the persons named in the table (and their spouses, if applicable) have sole voting and investment power with respect to all shares of Class A Common Stock or Class B Common Stock, as the case may be, owned by them.

(2) This table includes shares of Class A Common Stock subject to current exercisable options, or options exercisable within 60 days of December 24, 2009, granted by the Company under certain stock option plans, for the following directors and Named Executive Officers: Ms. Avril — 4,000; Mr. Gasser — 281,000; Mr. Gunsett — 20,000; Ms. Hook — 8,000; and Mr. Martz — 33,136.

(3) This table includes restricted shares of Class A Common Stock that have been awarded to directors under the Company’s 2005 Outside Directors Equity Award Plan, including shares the receipt of which has been deferred at the director’s election under the terms of the Directors Deferred Compensation Plan. If deferral is elected, shares are issued to the trustee of a rabbi trust established in connection with the Directors Deferred Compensation Plan. The total number of shares of Class A Common Stock held in the rabbi trust for the benefit of each director as of December 24, 2009, was as follows: Ms. Avril — 5,539 shares; Mr. Edwards — 3,833 shares; Mr. Emkes — 3,029 shares; Mr. Finn — 3,029 shares; Mr. Gunsett — 3,833 shares; Ms. Hook — 3,833 shares; and Mr. Norton — 5,539 shares. See also “Compensation Discussion and Analysis — Director Compensation Arrangements.”

(4) Includes shares of Class A Common Stock held by Ms. Hook (A) as trustee under her revocable and grantor retained annuity trusts (13,008 shares), (B) as trustee of various Dempsey family trusts (4,698 shares), and (C) which may be acquired upon Ms. Hook’s exercise of the stock options as set forth in footnote (2) of this table; and (D) which have been awarded to Ms. Hook under the Company’s 2005 Outside Directors Equity Award Plan and receipt has been deferred as set forth in footnote (3) of this table.

(5) Does not include shares held by Virginia D. Ragan, who is Mr. McNamara’s mother. See prior table for beneficial ownership information regarding Ms. Ragan’s beneficial ownership of shares of Class B Common Stock. Mr. McNamara disclaims beneficial ownership of all shares of Class A Common Stock or Class B Common Stock held by Ms. Ragan.

(6) Includes 4,000 shares of Class A Common Stock pledged as security for a loan.

(7) Does not include shares held by Virginia D. Ragan, who is Mr. McNamara’s mother. See prior table for beneficial ownership information regarding Ms. Ragan’s beneficial ownership of shares of Class B Common Stock. Mr. McNamara disclaims beneficial ownership of all shares of Class A Common Stock or Class B Common Stock held by Ms. Ragan.

(8) Does not include shares held by Virginia D. Ragan, who is Mr. McNamara’s mother. See prior table for beneficial ownership information regarding Ms. Ragan’s beneficial ownership of shares of Class B Common Stock. Mr. McNamara disclaims beneficial ownership of all shares of Class A Common Stock or Class B Common Stock held by Ms. Ragan.

The Class A Common Stock has no voting power, except when four quarterly cumulative dividends upon the Class A Common Stock are in arrears and in certain other limited circumstances.

The following table sets forth the equity securities beneficially owned by all directors and executive officers as a group (19 persons) as of December 24, 2009:

 

Title of class of stock
Amount beneficially owned
Percent of class
Class A Common Stock (1) (2)
763,845
3.1%
Class B Common Stock
11,775,141
52.4%


(1) Includes 372,136 shares subject to currently exercisable options or options exercisable within 60 days of December 24, 2009, granted by the Company under certain stock option plans.

(2) Includes 28,635 shares of Class A Common Stock held in a rabbi trust for the benefit of directors as of December 24, 2009. These shares were awarded to directors under the Company’s 2005 Outside Directors Equity Award Plan and their receipt was deferred under the terms of the Directors Deferred Compensation Plan.