1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (Right to Buy)
|
07/28/1996 |
07/28/2005 |
Common Stock
|
19,600
|
$
43.875
|
D
|
Â
|
Stock Option (Right to Buy)
|
09/29/1996 |
09/29/2005 |
Common Stock
|
3,300
|
$
40.625
|
D
|
Â
|
Stock Option (Right to Buy)
|
07/26/1997 |
07/26/2006 |
Common Stock
|
22,900
|
$
31.375
|
D
|
Â
|
Stock Option (Right to Buy)
|
07/25/1998 |
07/25/2007 |
Common Stock
|
24,300
|
$
36.875
|
D
|
Â
|
Stock Option (Right to Buy)
|
07/31/1999 |
07/31/2008 |
Common Stock
|
28,700
|
$
28.875
|
D
|
Â
|
Stock Option (Right to Buy)
|
02/11/2000 |
02/12/2009 |
Common Stock
|
5,400
|
$
29.375
|
D
|
Â
|
Stock Option (Right to Buy)
|
07/29/2000 |
07/30/2009 |
Common Stock
|
45,000
|
$
38.0625
|
D
|
Â
|
Stock Option (Right to Buy)
|
07/27/2001 |
07/28/2010 |
Common Stock
|
37,500
|
$
27.5
|
D
|
Â
|
Stock Option (Right to Buy)
|
09/27/2001 |
09/28/2010 |
Common Stock
|
23,500
|
$
24.75
|
D
|
Â
|
Stock Option (Right to Buy)
|
07/26/2002 |
07/27/2011 |
Common Stock
|
72,600
|
$
35.6
|
D
|
Â
|
Stock Option (Right to Buy)
|
07/24/2003 |
07/25/2012 |
Common Stock
|
86,700
|
$
27.76
|
D
|
Â
|
Phantom Stock Units
|
Â
(2)
|
Â
(3)
|
Common Stock
|
4,270.6257
|
$
(4)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Represents number of shares beneficially owned as of January 14, 2005, based on information from plan administrator. |
(2) |
Vested in participant stock units (and related dividend equivalent stock units) at all times. Company matching stock units (and related dividend equivalent stock units) vest as follows: (a) 100% upon participant's death, disability, or early or normal retirement; (b) 100% upon a change in control of the company; (c) 100% upon involuntary termination for reasons other than disciplinary reasons or termination as a result of the sale or permanent closure of a company facility, operating unit, or division; and (d) 20% on each anniversary of the date account was first credited with stock units under the plan. 20% is cumulative -- after 5 years, participant is completely vested in all stock units in his or her account, including any stock units allocated to the account in the future. |
(3) |
Shares of phantom stock are payable in shares of common stock in accordance with the participant's Deferred Compensation Distribution Election Agreement, except in the case of a change in control, in which case payment may be made in either cash or stock. |
(4) |
Each phantom stock unit is equal in value to one share of the company's common stock. |