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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 | ||||||||
| Deferred Stock Units (DF003694) | $ 0 | 11/10/2005(3) | M | 1,100 | 10/08/2005(4) | 10/08/2014 | Common Stock | 1,100 | $ 0 | 4,400 | D | ||||
| Deferred Stock Units (TU905765) | $ 0 | 11/10/2005(3) | M | 203 | 10/08/2005(4) | 10/08/2014 | Common Stock | 203 | $ 0 | 810 (5) | D | ||||
| Stock Units (DF902059) | $ 0 | 01/07/2006(4) | 01/07/2015 | Common Stock | 7,000 | 7,000 | D | ||||||||
| Stock Units (TU905692) | $ 0 | 01/07/2006(4) | 01/07/2015 | Common Stock | 1,290 | 1,290 (5) | D | ||||||||
| Non-Qualified Stock Option (right to buy - DF003693) | $ 24.9436 (6) | 10/08/2005(7) | 10/08/2014 | Common Stock | 14,845 (6) | 14,845 | D | ||||||||
| Non-Qualified Stock Option (right to buy - T0003488) | $ 24.9436 (6) | 10/08/2005(7) | 10/08/2014 | Common Stock | 2,736 (6) | 2,736 | D | ||||||||
| Non-Qualified Stock Option (right to buy - DF902537) | $ 26.8941 (6) | 01/07/2006(7) | 01/07/2015 | Common Stock | 16,861 (6) (9) | 16,861 | D | ||||||||
| Non-Qualified Stock Option (right to buy - T0000891) | $ 26.8941 (6) | 01/07/2006(7) | 01/07/2015 | Common Stock | 3,107 (6) | 3,107 | D | ||||||||
| Non-Qualified Stock Option (right to buy - TU000301) | $ 26.8941 (6) | 01/07/2006(7) | 01/07/2015 | Common Stock | 386 (6) | 386 | D | ||||||||
| Incentive Stock Option (right to buy - DF003692) | $ 24.9436 (6) | 10/08/2005(8) | 10/08/2014 | Common Stock | 10,155 (6) | 10,155 | D | ||||||||
| Incentive Stock Option (right to buy - T0003487) | $ 24.9436 (6) | 10/08/2005(8) | 10/08/2014 | Common Stock | 1,871 (6) | 1,871 | D | ||||||||
| Incentive Stock Option (right to buy - DF902536) | $ 26.8941 (6) | 01/07/2006(8) | 01/07/2015 | Common Stock | 3,139 (6) (9) | 3,139 | D | ||||||||
| Incentive Stock Option (right to buy - T0001757) | $ 26.8941 (6) | 01/07/2006(8) | 01/07/2015 | Common Stock | 192 (6) | 192 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| McCRUMMEN RONALD L 2515 MCKINNEY AVENUE SUITE 1200 DALLAS,, TX 75201 |
SVP & Chief Accounting Officer | |||
| Ronald L. McCrummen | 11/14/2005 | |
| **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) | Shares purchased through Issuer's Employee Stock Purchase Plan. |
| (2) | The reporting person was entitled to receive a total of 1,303 shares of common stock of the Issuer pursuant to the vesting provisions in the 2004 Award of Deferred Stock Units ("DSUs"). A total of 345 shares were surrendered to satisfy tax obligations of the reporting person, resulting in the issuance of a total of 958 net shares of common stock. |
| (3) | Date of issuance of vested DSUs. |
| (4) | A Stock Unit, which is issued under the Company's 1989 Stock Awards Plan, is a right to receive one share of Common Stock of the Issuer in the future, subject to the terms and conditions of the award agreement. The units vest annually, on a prorata basis, over a five-year period beginning on the first anniversary date of grant, subject to certain accelerated vesting provisions. |
| (5) | Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the reporting person's number of DSUs has been adjusted to restore the post-spin value of the award to the pre-spin value of the award. |
| (6) | Due to the spin-off of the Issuer's Specialty Foods Division on June 27, 2005, the option price has been adjusted to reflect the post-spin value of the option, and the reporting person has received additional options so the post-spin value of the option award is the same as the pre-spin value of the option award. |
| (7) | The non-qualified stock options were issued under the Issuer's 1997 Amended and Restated Stock Option and Restricted Stock Plan, and vest annually, on a prorata basis, over a three-year period beginning on the first anniversary of the date of grant. |
| (8) | The incentive stock options were issued under the Issuer's 1997 Amended and Restated Stock Option and Restricted Stock Plan, and vest annually, on a prorata basis, over a three-year period beginning on the first anniversary of the date of grant. |
| (9) | The original options that were issued as "non-qualified stock options" have been reclassified and reallocated as "non-qualified stock options" and "incentive stock options". |
| Remarks: In order to comply with the IRS guidelines which stipulate that the aggregate fair market value of incentive stock option grants (valued as of the grant date) exercisable for the first time during any calendar cannot exceed $100,000, a correction was made, whereby there was a replacement of some of the incentive stock options with non-qualified options, which contain the same exercise price and vesting terms. | |