4//SEC Filing
GOODWIN MARK B 4
Accession 0001181431-05-045141
CIK 0001061859other
Filed
Aug 7, 8:00 PM ET
Accepted
Aug 8, 12:43 PM ET
Size
10.4 KB
Accession
0001181431-05-045141
Insider Transaction Report
Form 4
OVERNITE CORPOVNT
GOODWIN MARK B
SVP, Gen. Counsel & Secretary
Transactions
- Disposition from Tender
Common Stock
2005-08-05$43.25/sh−13,020$563,115→ 0 total - Disposition from Tender
Stock Options
2005-08-05−40,000→ 0 totalExercise: $19.00→ Common Stock (40,000 underlying) - Disposition from Tender
Phantom Stock
2005-08-05−16,136→ 0 total→ Common Stock (16,136 underlying)
Footnotes (3)
- [F1]Under the Agreement of Merger among United Parcel Service, Inc., Olympic Merger Sub, Inc and Overnite Corporation pursuant to which Olympic Merger Sub, Inc. was merged into Overnite Corporation (the "Merger"), each share of Overnite common stock, including each restricted share (whether vested or unvested), outstanding at the effective time of the Merger was converted into the right to receive $43.25 in cash.
- [F2]When granted, these stock options were to vest in three annual installments beginning on November 5, 2004. However, under the Agreement of Merger, each outstanding stock option outstanding at the effective time of the Merger was cancelled in exchange for a cash payment equal to the difference between $43.25 and the exercise price per share subject to such option, multiplied by the number of shares subject to the option.
- [F3]These phantom stock units were granted to the reporting person as a result of the deferral of all or part of the reporting person's incentive awards pursuant to the Overnite Corporation Executive Incentive Compensation and Deferral Plan. When granted, they were to vest three years after the grant date, and were payable only in shares of common stock in a distribution ratio of 1:1 upon the earlier of (a) termination or (b) a certain date elected by the reporting person. However, under the Agreement of Merger and pursuant to such plan, at the Merger these phantom stock units were cancelled in exchange for a cash payment determined by multiplying (1) $43.25 by (2) the number of phantom stock units credited to the reporting person (whether or not vested).
Documents
Issuer
OVERNITE CORP
CIK 0001061859
Entity typeother
Related Parties
1- filerCIK 0001266219
Filing Metadata
- Form type
- 4
- Filed
- Aug 7, 8:00 PM ET
- Accepted
- Aug 8, 12:43 PM ET
- Size
- 10.4 KB