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Ownership
FILINGS SINCE MOST RECENT PROXY
DATE |
TYPE |
FIRM / PERSON |
AGGREGATE AMOUNT BENEFICIALLY OWNED |
PERCENT OF CLASS |
February 14, 2008 |
SC-13G |
1,525,140 |
6.41% |
|
January 22, 2008 |
SC-13G |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain
information, as of January 4, 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 Companys 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 |
54.50% |
| Robert C. Macauley | Class B |
Record and Beneficially |
2,149,912 |
9.40% |
| Marquis Trust | Class B |
Record and Beneficially | 2,127,028 |
9.40% |
| Patricia M. Dempsey Trust | Class B |
Record and Beneficially | 2,127,028 |
9.40% |
| Family Trust for the benefit of Mary T. McAlpin | Class B |
Record and Beneficially | 2,127,028 |
9.40% |
| Hyatts Trust | Class B |
Record and Beneficially | 2,127,028 | 9.40% |
| Nob Hill Trust | Class B |
Record and Beneficially | 2,127,026 |
9.40% |
| Virginia D. Ragan | Class B |
Record and Beneficially |
1,268,255 |
5.54% |
| Mary T. McAlpin | Class B |
Record and Beneficially |
1,264,833 |
5.5% |
Includes shares held (A) individually by Mr. Dempsey, including shares held in his grantor retained annuity trust (1,013,680 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). Also includes shares held by a family trust (2,474 shares) of which Mr. Dempseys spouse is the trustee. Mr. Dempsey disclaims beneficial ownership of the shares held by this family trust.
The following table sets forth certain information, as of January 4, 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:
Name |
Class A |
% |
| Vicki L. Avril | 6,510 |
* |
| Ronald L. Brown | 24,284 |
* |
Charles R. Chandler |
73,510 |
* |
| Michael H. Dempsey | 36,956(3) |
* |
| Bruce A. Edwards | 3,510 |
* |
| Mark A. Emkes | ___ |
* |
| John F. Finn | ___ |
* |
| David B. Fischer | 6,856 |
* |
| Michael J. Gasser | 359,022 |
1.5% |
| Daniel J. Gunsett | 26,510 |
* |
| Judith D. Hook | 21,378 |
* |
| Donald S. Huml | 58,373 |
* |
| Gary R. Martz | 55,698 |
* |
| Patrick J. Norton | * |
|
| Michael C. Patton | 1,856 |
* |
| William B. Sparks, Jr. | 63,364 |
* |
Title and Percent of Class (1) |
||
Name |
Class B |
% |
| Vicki L. Avril | 0 |
* |
| Ronald L. Brown | 1,400 |
* |
Charles R. Chandler |
0 |
* |
Michael H. Dempsey |
12,504,962 (4) |
54.5% |
| Bruce A. Edwards | 0 |
* |
| Mark A. Emkes | ___ |
* |
| John F. Finn | ___ |
* |
| David B. Fischer | ___ |
* |
Michael J. Gasser |
23,796 |
* |
| Daniel J. Gunsett | 2,000 |
* |
| Judith D. Hook | 3.4% |
|
| Donald S. Huml | ___ |
* |
| Gary R. Martz | 600 |
|
Patrick J. Norton |
___ |
* |
Michael C. Patton |
___ |
* |
| William B. Sparks, Jr. | 6,896 |
* |
* 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 January 4, 2008, granted by the Company under certain stock option plans, for the following directors, nominee for director and Named Executive Officers: Ms. Avril4,000; Mr. Brown0; Mr. Chandler60,000; Mr. Dempsey28,000; Mr. Edwards0; Mr. Emkes0; Mr. Finn0; Mr. Fischer0; Mr. Gasser331,000; Mr. Gunsett 24,000; Ms. Hook8,000; Mr. Huml22,981; Mr. Martz43,136; Mr. Norton12,000; Mr. Patton0; and Mr. Sparks40,000.
(2)This table does include restricted shares of Class A Common Stock which have been awarded to a director under the Companys 2005 Outside Directors Equity Award Plan, the receipt of which has been deferred at the election of such director, generally until the termination of such directors Board membership, 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 January 4, 2008, is as follows: Ms. Avril2,510 shares; Mr. Chandler2,510 shares; Mr. Dempsey2,510 shares; Mr. Edwards2,510 shares; Mr. Emkes0 shares; Mr. Finn0 shares; Mr. Gunsett2,510 shares; Ms. Hook2,510 shares; Mr. Norton2,510 shares; and Mr. Sparks804 shares.
(3)Includes shares of Class A Common Stock held (A) individually by Mr. Dempsey (4,258 shares), and (B) by Mr. Dempsey as trustee of various family trusts (4,698 shares) and Mr. Dempseys unexercised stock options as set forth in footnote (1).
(4)Includes shares of Class B Common Stock held (A) individually by Mr. Dempsey, including shares held in his grantor retained annuity trust (1,013,680 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). Also includes shares held by a family trust (2,474 shares) of which Mr. Dempseys spouse is the trustee. Mr. Dempsey disclaims beneficial ownership of the shares held by this family trust.
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 (20 persons) as of January 4, 2008:
Title of class of stock |
Amount beneficially owned |
Percent of class |
| Class A Common Stock (1) | 790,833 |
3.3% |
| Class B Common Stock | 13,319,186 |
58.1% |
(1) Shares represent the number of shares beneficially owned, directly or indirectly, by each director and executive officer, including Named Executive Officers as of January 4, 2008. The number includes 612,117 shares subject to currently exercisable options or options exercisable within 60 days of January 4, 2008, granted by the Company under certain stock option plans.