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June 29, 2009


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Home > Investor Center > SEC Filings

Ownership

FILINGS SINCE MOST RECENT PROXY

DATE
TYPE
FIRM / PERSON
AGGREGATE AMOUNT BENEFICIALLY OWNED
PERCENT OF CLASS
02/17/09
SC-13G/A
1,031,380
4.28%
02/05/09
SC-13G
628,446
 2.61%

 

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of December 26, 2008, 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
Michael H. Dempsey
Class B
See (1) below
12,504,962
55.70%
Marquis Trust
Class B
Record and Beneficially
2,127,028
9.50%
Patricia M. Dempsey Trust
Class B
Record and Beneficially
2,127,028
9.50%
Family Trust for the benefit of Mary T. McAlpin
Class B
Record and Beneficially
2,127,028
9.50%
Hyatts Trust
Class B
Record and Beneficially 2,127,028
9.50%
Nob Hill Trust
Class B
Record and Beneficially
2,127,026
9.50%
Virginia D. Ragan
Class B
See (2) below
1,268,255
5.6%
Mary T. McAlpin
Class B
See (3) below
1,264,833
5.6%

Includes shares held (A) by Mr. Dempsey as trustee under his revocable and grantor retained annuity trusts (1,013,300 shares), (B) by Mr. Dempsey as trustee of a charitable lead annuity trust 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), and (C) by Mr. Dempsey as president of a charitable foundation (525,140 shares). Also includes shares held by a family trust (2,854 shares) of which Mr. Dempsey’s spouse is the trustee. Mr. Dempsey disclaims beneficial ownership of the shares held by this family trust.

Includes shares held by Ms. Ragan as trustee under her revocable and grantor retained annuity trusts.

Includes 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 26, 2008, 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)
Name
Class A
%
Vicki L. Avril
7,468
*
Ronald L. Brown
25,965
*
Michael H. Dempsey
37,914(3)
*
Bruce A. Edwards
4,468
*
John F. Finn
958
*
David B. Fischer
8,635
*
Michael J. Gasser
313,617
1.3%
Daniel J. Gunsett
27,468
*
Judith D. Hook
22,336
*
Donald S. Huml
37,583
*
Gary R. Martz
47,295
*
Patrick J. Norton
15,468
*
Michael C. Patton
3,468
*

 
Title and Percent of Class (1)
Name
Class B
%
Vicki L. Avril
___
*
Ronald L. Brown
1,400
*
Michael H. Dempsey
12,504,962 (4)
55.7%
Bruce A. Edwards
0
*
Mark A. Emkes
___
*
John F. Finn
___
*
David B. Fischer
___
*
Michael J. Gasser
23,796
*
Daniel J. Gunsett
3,000
*
Judith D. Hook
778,932(5)
3.5%
Donald S. Huml
___
*
Gary R. Martz
600
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. This table includes shares for Class A Common Stock subject to currently exercisable options, or options exercisable within 60 days of December 26, 2008, granted by the Company under certain stock option plans, for the following directors and Named Executive Officers: Ms. Avril — 4,000; Mr. Brown — 0; Mr. Dempsey — 28,000; Mr. Edwards — 0; Mr. Emkes — 0; Mr. Finn — 0; Mr. Fischer — 0; Mr. Gasser — 281,000; Mr. Gunsett — 24,000; Ms. Hook — 8,000; Mr. Huml — 0; Mr. Martz — 33,136; Mr. Norton — 8,000; and Mr. Patton — 0.

(2)This table includes restricted shares of Class A Common Stock which 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, restricted shares are issued to the trustee of a rabbi trust established in connection with the Directors Deferred Compensation Plan. The total number of restricted shares of Class A Common Stock which have been deferred by each director as of December 26, 2008, is as follows: Ms. Avril — 3,468 shares; Mr. Dempsey — 3,468 shares; Mr. Edwards — 3,468 shares; Mr. Emkes — 958 shares; Mr. Finn — 958 shares; Mr. Gunsett — 3,468 shares; Ms. Hook — 3,468 shares; Mr. Norton — 3,468 shares.

(3)Includes shares of Class A Common Stock (A) held individually by Mr. Dempsey and as trustee under his revocable and grantor retained annuity trusts (5,216 shares), (B) held by Mr. Dempsey as trustee of various family trusts (4,698 shares), and (C) which may be acquired upon Mr. Dempsey’s exercise of the stock options as set forth in footnote (1) of this table.

(4)Includes shares of Class B Common Stock held (A) individually by Mr. Dempsey and as trustee under his revocable and grantor retained annuity trusts (1,013,300 shares), (B) by Mr. Dempsey as trustee of a charitable lead annuity trust and as trustee of various Dempsey family trusts, including the trusts identified in the prior 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), and (C) by Mr. Dempsey as president of a charitable foundation (525,140 shares). Also includes shares held by a family trust (2,854 shares) of which Mr. Dempsey’s spouse is the trustee. Mr. Dempsey disclaims beneficial ownership of the shares held by this family trust.

(5)Includes shares held by Ms. Hook as trustee under her revocable and grantor retained annuity trusts.

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 owned or controlled by all directors and executive officers as a group (19 persons) as of December 26, 2008:

 

Title of class of stock
Amount beneficially owned
Percent of class
Class A Common Stock (1)
593,395
2.5%
Class B Common Stock
13,312,640
59.3%


(1) Includes 416,136 shares subject to currently exercisable options or options exercisable within 60 days of December 26, 2008, granted by the Company under certain stock option plans.