4//SEC Filing
JORGENSEN EARLE M CO /DE/ 4
Accession 0001181431-05-023242
CIK 0000054003operating
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 7:41 PM ET
Size
21.5 KB
Accession
0001181431-05-023242
Insider Transaction Report
Form 4
Henry Kenneth L
Exec. Vice President
Transactions
- Other
Stock Option (right to buy)
2005-04-20−44,103→ 44,103 totalExercise: $1.89From: 2005-04-20Exp: 2007-07-31→ Common Stock (44,103 underlying) - Other
Stock Option (right to buy)
2005-04-20−17,641→ 17,641 totalExercise: $3.12From: 2005-04-20Exp: 2009-07-31→ Common Stock (17,641 underlying) - Other
Common Stock
2005-04-20+11,557→ 11,557 total - Other
Common Stock
2005-04-20+117,728→ 117,728 total(indirect: By Stock Bonus Plan) - Other
Stock Option (right to buy)
2005-04-20−26,462→ 26,462 totalExercise: $4.14From: 2005-04-20Exp: 2010-07-31→ Common Stock (26,462 underlying)
Footnotes (2)
- [F1]Prior to the transaction reported on this form, Mr. Henry owned (i) 5,101 shares of the common stock of Earle M. Jorgensen Holding Company, Inc. (the "Holding Common Stock"), (ii) 31,671 shares of Holding Common Stock, 307 shares of Holding's series B preferred stock ("Holding Series B Preferred Stock") and 1,706 shares of Holding's 13% Cumulative Preferred Stock ("Holding Series A Preferred Stock") allocated to Mr. Henry's stock bonus plan account, (iii) 13,899 shares of Holding Common Stock and 547 shares of Holding Series A Preferred Stock held by Mr. Henry in his directed account under the stock bonus plan, (iv) 156 shares of Holding Series A Preferred Stock, and (v) fully vested options exercisable for 167,591 shares of Holding Common Stock. Pursuant to a merger and financial restructuring that is exempt under Rule 16b-7, among other things, (Continued in Footnote 2)
- [F2](a) each share of Holding Common Stock was exchanged for one share of the Issuer's common stock, (b) each share of Holding Series A Preferred Stock was exchanged for $403.75 in cash and 41.29 shares of the Issuer's common stock, without giving effect to the holdback of shares in respect of the underwriters' over-allotment option, (c) each share of Holding Series B Preferred Stock was exchanged for $494.38 in cash and 50.56 shares of the Issuer's common stock, without giving effect to the holdback of shares in respect of the underwriters' over-allotment option, and (d) each stock option that had been exercisable for shares of Holding Common Stock became exercisable for an equal number of shares of the Issuer's common stock at the same exercise prices and on the same terms and conditions as provided in the Holding stock option agreements and stock option plan.
Documents
Issuer
JORGENSEN EARLE M CO /DE/
CIK 0000054003
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000054003
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 7:41 PM ET
- Size
- 21.5 KB