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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 | ||||||||
| Put Option (Right to Sell) | (1) | 03/05/2007(1) | J(1) | 1,000,000 (1) | 03/05/2007(1) | 03/05/2010 | Common Stock | 1,000,000 | (1) | 1,000,000 | I | The Olivier Family Interests Ltd | |||
| Put Option (Right to Sell) | (1) | 06/28/2007(2) | X | 1,000,000 | 03/05/2007(1) | 03/05/2010 | Common Stock | 1,000,000 | (1) | 0 (2) | I | The Olivier Family Interests Ltd | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| OLIVIER LORRIE T 397 N. SAM HOUSTON PWKY E SUITE 300 HOUSTON, TX 77060 |
X | X | CHAIRMAN/CEO | |
| /s/ Lorrie T. Olivier | 07/17/2007 | |
| **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 5, 2007, The Olivier Family Interests Ltd. ("OFI") borrowed on a non-recourse basis the principal sum of $2,000,000 (the "Loan") from a non-affiliated lender (the "Lender"). The original maturity date of the Loan was March 5, 2010. As collateral for the Loan, the Trust pledged to the Lender 1,000,000 shares of Common Stock. The Loan and pledge provided that if OFI failed to repay the Loan at maturity, or if an event of default on the Loan occurred at an earlier date, the Lender had the right to foreclose upon and sell the pledged shares to satisfy the unpaid balance of the amount owed; however, OFI would not generally be liable for any deficiency if the pledged shares, or proceeds from the sale thereof, were not sufficient to satisfy in full all amounts owed. Prior to the occurrence of an event of default, OFI retained voting power over the pledged shares and the right to receive any dividends or distributions. |
| (2) | On June 28, 2007, OFI received notice from the Lender that as a result of an uncured default on the Loan, the Lender had foreclosed on the pledged shares. |