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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 | ||||||||
Option to buy | $ 7.437 | 04/18/1997 | 04/18/2007 | Common Stock | 1,000,000 | 1,000,000 | I | By Trust (4) | |||||||
7.25% Cumulative Convertible Preferred Stock | (3) | (3) | (3) | Common Stock | 666,666 (3) | 200,000 | I | By Trust (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLUGE JOHN W C/O METROMEDIA COMPANY, 21 MAIN STREET HACKENSACK, NJ 07601 |
X |
/s/ John W. Kluge | 05/13/2005 | |
**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 April 10, 2002, the 4,426,249 shares of the Issuer's common stock previously reported as indirectly beneficially owned by the Reporting Person through Met Telcell, Inc. were distributed to its shareholders in connection with the winding-up of Met Telcell, Inc. In connection with such distribution, the Reporting Person received 4,204,936 shares of the Issuer's common Stock. The Reporting Person subsequently contributed the 4,204,936 shares to Metromedia Company of which a trust affiliated with the Reporting Person serves as general partner and thus the Reporting Person acquired indirect beneficial ownership of those shares. |
(2) | These shares include 12,415,455 shares beneficially owned by Metromedia Company. The Reporting Person is affiliated with a trust that serves as a general partner of Metromedia Company. The reported shares also include 4,604,548 shares owned by a trust affiliated with the Reporting Person. |
(3) | These securities are convertible at anytime into the number of shares of common stock as is equal to the aggregate liquidation preference ($50.00 per share), plus accrued and unpaid dividends to the date the Preferred Shares are surrendered for conversion, divided by an initial conversion price of $15.00. |
(4) | On May 3, 2005 these securities were assigned by the Reporting Person to a trust affiliated with the Reporting Person. |
(5) | These securities are owned by a trust affiliated with the Reporting Person. |
Remarks: This Form 4 is being filed by the Reporting Person as an Amendment to the Form 4 dated August 8, 2002. In the Form 4 dated August 8, 2002, the Reporting Person reported the acquisition of shares in connection with the winding-up of an entity controlled by the Reporting Person but inadvertently did not report the subsequent transfer of those shares to Metromedia Company, another entity controlled by the Reporting Person. The transactions reported in this amended Form 4 do not change the aggregate number of shares collectively beneficially held by Metromedia Company and its general partners collectively. |