|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
7-1/2% Senior Convertible Promissory Note | $ 0.5 | 03/11/2005(1) | C | $ 8,010,000 | 05/07/2001 | 12/31/2005 | Common Stock | $ 8,010,000 | $ 8,010,000 | $ 8,010,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NEW VALLEY CORP 100 S.E. SECOND STREET MIAMI, FL 33131 |
X |
/s/ Richard J. Lampen, Executive Vice President | 03/11/2005 | |
**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 March 11, 2005, the reporting person converted its $8,010,000 aggregate principal amount of senior convertible promissory notes of the Issuer, plus $1,928,179 of accrued interest thereon, into 19,876,358 shares of common stock at a conversion price of $0.50 per share pursuant to the Amended and Restated Debt Conversion Agreement (the "Agreement"), dated as of November 15, 2004, between the Issuer, the reporting person and Frost-Nevada Investments Trust. On the same date, pursuant to the Agreement, the reporting person purchased 11,111,111 shares of common stock from the Issuer for $5 million, or $0.45 per share. The reporting person will distribute the 19,876,358 shares it received on conversion of its note as a special dividend to the reporting person's shareholders. The special dividend will be payable on March 30, 2005 to holders of record on March 18, 2005. |