|
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 | ||||||||
Class C Partnership Units of CRT BFC, Ltd | (1) (3) | 09/27/2005 | U | 48,004.31 | (3) | (3) | Common Stock | 48,004.31 | $ 27.8 | 783,118.419 | D | ||||
Class C Partnership Units of BFC Ltd. | (1) (3) | 09/27/2005 | U | 484.89 | (3) | (3) | Common Shares | 484.89 | $ 27.8 | 782,633.529 | I | through CTA Broward Ltd. | |||
Class C Partnership Units of CRT BFC, Ltd. | (1) (3) | 09/27/2005 | U | 484.6 | (3) | (3) | Common Shares | 484.6 | $ 27.8 | 782,148.929 | I | through CTA Properties Inc. | |||
2002 Long Term Incentive Plan Units | (4) | 09/27/2005 | U | 20,362.679 | (4) | (4) | Common Stock | 20,362.679 | $ 27.8 | 761,786.25 | D | ||||
Common Stock Option | $ 16.0625 | 09/27/2005 | U(2) | 700,000 | 02/17/2001 | 02/17/2010 | Common Stock | 700,000 | $ 27.8 | 61,786.25 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CROCKER THOMAS J 225 N.E. MIZNER BLVD., STE. 200 BOCA RATON, FL 33432 |
X | Chief Executive Officer |
/s/ Thomas J. Crocker | 09/29/2005 | |
**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) | In connection with the merger described in note 2 below, the partnership units were redeemed by the general partner for shares of CRT Properties, Inc., which were then converted in the merger into the right to receive $27.80 per share plus accrued but unpaid dividends. |
(2) | On September 27, 2004, CRT Properties, Inc. merged with and into DRA CRT Acquisition Corp. pursuant to the terms of an Agreement and Plan of Merger, dated June 17, 2005. In connection with the merger, (i) each share of common stock was converted into the right to receive $27.80 in cash plus accrued but unpaid dividends, (ii) each option to purchase common stock was converted into the right to receive $27.80 in cash less the exercise price of such option, and (iii) the vesting of all restricted stock and long-term incentive awards was accelerated. |
(3) | Upon tender of partnership units for redemption, the units must be redeemed for cash by the partnership unless the general partner, an affiliate of CRT Properties, Inc., chooses at its discretion to purchase the units for cash or for CRT Properties, Inc. common stock (on a one-for-one basis, as adjusted for dividends, splits and similar events ), or a combination of cash and stock. |
(4) | The vesting of all 2002 Long Term Investment Plan units was accelerated in connection with the merger described in note 2 above and all units were converted into the right to receive the merger consideration. |