JORGENSEN EARLE M CO /DE/ 4
4 · JORGENSEN EARLE M CO /DE/ · Filed Apr 22, 2005
Insider Transaction Report
Form 4
Johnson William S
VP, CFO and Secretary
Transactions
- Other
Common Stock
2005-04-20+7,404→ 7,404 total(indirect: By Stock Bonus Plan) - Other
Stock Option (right to buy)
2005-04-20−44,103→ 44,103 totalExercise: $3.12From: 2005-04-20Exp: 2009-07-31→ Common Stock (44,103 underlying) - Other
Stock Option (right to buy)
2005-04-20−17,641→ 17,641 totalExercise: $4.63From: 2005-04-20Exp: 2011-07-31→ Common Stock (17,641 underlying)
Footnotes (2)
- [F1]Prior to the transactions reported on this form, Mr. Johnson owned (i) 7,068 shares of the common stock of Earle M. Jorgensen Holding Company, Inc. (the "Holding Common Stock"), 3 shares of Holding's 13% Cumulative Preferred Stock ("Holding Series A Preferred Stock"), and 3 shares of Holding's series B preferred stock ("Holding Series B Preferred Stock") allocated to Mr. Johnson's stock bonus plan account, and (ii) fully vested options exercisable for 123,488 shares of Holding Common Stock. Pursuant to a merger and financial restructuring that is exempt under Rule 16b-7, among other things, (a) 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, (continued in footnote 2)
- [F2](b) 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 (c) 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.