X0202 4 2005-11-17 0 0000718449 TBC CORP TBCC 0001237650 POTTS W MICHAEL TBC CORPORATION 7111 FAIRWAY DRIVE, SUITE 201 PALM BEACH GARDENS FL 33418 0 1 0 0 Senior VP of Human Resources Common Stock 2005-11-17 4 D 0 44731 35.00 D 0 D Employee Stock Option (right to buy) 13.05 2005-11-17 4 D 0 332 21.95 D 2012-01-05 Common Stock 332 0 D Employee Stock Option (right to buy) 12.62 2005-11-17 4 D 0 5003 22.38 D 2013-01-09 Common Stock 5003 0 D Employee Stock Option (right to buy) 16.00 2005-11-17 4 D 0 65 19.00 D 2013-04-29 Common Stock 65 0 D Employee Stock Option (right to buy) 27.90 2005-11-17 4 D 0 6650 7.10 D 2014-01-25 Common Stock 6650 0 D Employee Stock Option (right to buy) 25.61 2005-11-17 4 D 0 15000 9.39 D 2015-01-25 Common Stock 15000 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 18, 2005, by and among Sumitomo Corporation of America, Traction Acquisition Corp., and the issuer in exchange for a cash payment of $1,565,585 representing the number of shares held by the reporting person (44,731) multiplied by the merger price ($35/share). This option, which vests in three equal annual installments beginning on 01/06/03, was canceled in the merger in exchange for a cash payment of $7,287.40 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, which vests in three equal annual installments beginning on 01/10/04, was canceled in the merger in exchange for a cash payment of $111,967.14 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, which vests in three equal annual installments beginning on 04/30/04, was canceled in the merger in exchange for a cash payment of $1,235 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, which vests in three equal annual installments beginning on 01/26/05, was canceled in the merger in exchange for a cash payment of $47,215 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, which vests in three equal annual installments beginning on 01/26/06, was canceled in the merger in exchange for a cash payment of $140,850 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). /s/ WILLIAM M. POTTS 2005-11-21