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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 | ||||||||
| Employee Stock Option (Right to Buy) | $ 36.4375 | (8) | 01/22/2007 | Common Stock | 80,000 | 80,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 46.0625 | (8) | 05/05/2009 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 45.375 | (9) | 01/26/2010 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 57.88 | (10) | 01/24/2011 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 63.8 | (11) | 01/23/2012 | Common Stock | 40,000 | 40,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 43.7 | (12) | 01/22/2013 | Common Stock | 27,000 | 27,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 68.2 | (13) | 01/28/2014 | Common Stock | 27,000 | 27,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAUER JON MICHAEL MGIC PLAZA 250 EAST KILBOURN AVENUE MILWAUKEE, WI 53202 |
Executive VP & CFO | |||
| Dan D. Stilwell, Attorney-in-fact | 01/28/2005 | |
| **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) | These securities were awarded to the reporting person pursuant to the Issuer's 2002 Stock Incentive Plan, are subject to certain restrictions, and may not be sold or transferred prior to the lapse of such restrictions. The restrictions on these securities lapse on January 28 of each of the five years beginning in 2005 at rates based on certain performance standards. |
| (2) | These securities were awarded to the reporting person pursuant to the Issuer's 2002 Stock Incentive Plan and no consideration was paid by the reporting person for the securities. |
| (3) | These securities were awarded to the reporting person pursuant to the Issuer's 2002 Stock Incentive Plan, are subject to certain restrictions, and vest when such restrictions lapse. The restrictions on one-fifth of these securities lapse on January 26 of each of the five years beginning in 2006. |
| (4) | These securities were awarded to the reporting person pursuant to the Issuer's 2002 Stock Incentive Plan, are subject to certain restrictions, and vest on January 26, 2006. |
| (5) | These securities were awarded to the reporting person pursuant to the Issuer's 2002 Stock Incentive Plan, are subject to certain restrictions, and vest on January 26, 2008. |
| (6) | These shares are owned for the benefit of the reporting person's two children. The reporting person disclaims beneficial ownership of securities held by or for his children. |
| (7) | Number of shares as of December 31, 2004. |
| (8) | All of these options are vested and exercisable in full. |
| (9) | These options were granted to the reporting person under the Issuer's 1991 Stock Incentive Plan. Vesting of the options may occur on January 26 of each of the five years beginning in 2001, at a rate equal to the percent which the Issuer's earnings per share for the prior fiscal year was of $31.21, and subject to at least a 10% increase in the Issuer's earnings per share from the prior fiscal year. Any portion of the options which has not vested by January 26, 2005 will become vested on January 26, 2009. |
| (10) | One-fifth of these options vest on January 24 of each of the five years beginning in 2002. |
| (11) | One-fifth of these options vest on January 23 of each of the five years beginning in 2003. |
| (12) | One-fifth of these options vest on January 22 of each of the five years beginning in 2004. |
| (13) | One-fifth of these options vest on January 28 of each of the five years beginning in 2005. |
| Remarks: This form is signed by the reporting person's attorney-in-fact pursuant to a previously filed power of attorney. | |