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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 | ||||||||
| 7.5% Convertible Series A Preferred Stock (1) | $ 10.19 | 06/13/2005 | J(3) | 1,441 | 06/13/2002 | 06/13/2010 | Common Stock | 141,448 | $ 1,751 | 0 | I | See footnote (5) | |||
| 7.5% Convertible Series A Preferred Stock (2) | $ 10.19 | 06/13/2005 | J(3) | 26 | 06/13/2002 | 06/13/2010 | Common Stock | 2,541 | $ 1,751 | 0 | I | See footnote (5) | |||
| 7.5% Convertible Subordinated Note Due 2010 (1) | $ 10.19 | 06/13/2005 | J(3) | 1 (4) | 06/13/2002 | 06/13/2010 | Common Stock | 565,343 | $ 10,088,978 | 0 | I | See footnote (5) | |||
| 7.5% Convertible Subordinated Note Due 2010 (2) | $ 10.19 | 06/13/2005 | J(3) | 1 (4) | 06/13/2002 | 06/13/2010 | Common Stock | 10,278 | $ 183,426 | 0 | I | See footnote (5) | |||
| Warrant to purchase common stock (1) | $ 11.94 | 06/13/2005 | J(3) | 269,335 | 06/13/2002 | 06/13/2010 | Common Stock | 269,335 | $ 7.87 | 0 | I | See footnote (5) | |||
| Warrant to purchase common stock (2) | $ 11.94 | 06/13/2005 | J(3) | 4,872 | 06/13/2002 | 06/13/2010 | Common Stock | 4,872 | $ 7.87 | 0 | I | See footnote (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LOWE DAVID L C/O FRIEDMAN FLEISCHER & LOWE GP, LLC ONE MARITIME PLAZA, SUITE 1000 SAN FRANCISCO, CA 94111 |
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| /s/ David Lowe | 06/15/2005 | |
| **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) | The amounts listed reflect the beneficial ownership of the Issuer's securities by FFL Capital Partners, all of which may be deemed attributable to FFL GP because FFL GP is the sole general partner of FFL Capital Partners. |
| (2) | The amounts listed reflect the beneficial ownership of the Issuer's securities by FFL Executive Partners, all of which may be deemed attributable to FFL GP because FFL GP is the sole general partner of FFL Executive Partners. |
| (3) | Sale made to Credit Suisse First Boston Capital LLC pursuant to a Forward Sale Contract entered into as of June 13, 2005. The Forward Sale Contract provides that the selling person will be required to deliver the Convertible Securities in June, 2007. |
| (4) | Notes with the aggregate principal amounts of $5,760,845 and $104,737, respectively. |
| (5) | This Statement of Changes in Beneficial Ownership on Form 4 is filed by David L. Lowe (the "Reporting Person"). Mr. Lowe was appointed as a member of the Board of Directors of the Issuer on June 27, 2002. The Reporting Person is a senior managing member of Friedman Fleischer & Lowe GP, LLC, a Delaware limited liability company ("FFL GP"), FFL GP is the general partner of each of Friedman Fleischer & Lowe Capital Partners, L.P. ("FFL Capital Partners") and FFL Executive Partners, L.P. ("FFL Executive Partners", and together with FFL Capital Partners, the "FFL Funds"). |