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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
Put Option (right to sell) | (1) | 09/22/2006 | J(1) | 2,700,000 (1) | 09/22/2006 | 09/22/2008 | Common Stock | 2,700,000 (2) | (1) | 2,700,000 (1) | I | The Olivier Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
OLIVIER LORRIE T 397 N. SAM HOUSTON PWKY E SUITE 300 HOUSTON, TX 77060 |
X | X | CHAIRMAN/CEO |
/s/ Lorrie T. Olivier | 09/26/2006 | |
**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 September 22, 2006, The Olivier Family Trust (the "Trust") borrowed on a non-recourse basis the principal sum of approximately $6.6 million (the "Loan") from a non-affiliated lender (the "Lender"). The Loan matures on September 22, 2008. As collateral for the Loan, the Trust pledged to the Lender 2,700,000 shares of Common Stock (the "Pledged Shares"). The Loan and pledge provide that if the Trust fails to repay the Loan at maturity, or if an event of default on the Loan occurs at an earlier date, the Lender may sell the Pledged Shares to satisfy the unpaid balance of the amount owed; however, the Trust would not generally be liable for any deficiency if the Pledged Stock, or proceeds from the sale thereof, is not sufficient to satisfy in full all amounts owed. Prior to the occurrence of an event of default, the Trust retains voting power over the Pledged Shares and the right to receive any dividends or distributions. |
(2) | Registered on Form S-3 filed July 17, 2006 (Reg. No. 333-135798). |