FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TBC CORP [ TBCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/09/2004 | M(1)(2) | 1,212 | A | $5.5 | 9,700 | D | |||
Common Stock | 04/09/2004 | D(1)(3) | 303 | D | $0 | 9,397 | D | |||
Common Stock | 04/09/2004 | M(1)(2) | 928 | A | $7.19 | 10,325 | D | |||
Common Stock | 04/09/2004 | D(1)(3) | 232 | D | $0 | 10,093 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option (right to buy) | $5.5 | 04/09/2004 | M(2) | 1,212 | 04/26/2001 | 04/26/2004 | Common Stock | 1,212 | $0 | 1,212(4) | D | ||||
Stock Option (right to buy) | $7.19 | 04/09/2004 | M(2) | 928 | 04/25/2002 | 04/25/2004 | Common Stock | 928 | $0 | 1,852(4) | D |
Explanation of Responses: |
1. Under the TBC Corporation 1989 Stock Incentive Plan (the "Plan"), prior to 2003, each non-employee director was granted, on the date of each Annual Meeting of Stockholders, shares of restricted stock having an aggregate then current fair market value of $5,000. The director was concurrently granted an option giving him the right to buy four times the number of restricted shares that he was granted. The option expires in one-third increments as the restricted stock vests, and the exercise of any portion of the option will cause the forfeiture of the associated restricted stock. The exercise of the option is also subject to certain conditions stated in the Plan. |
2. Exercise of tandem options. See (1). |
3. Forfeiture of restricted stock upon exercise of tandem options. See (1). |
4. Represents the balance of tandem options still outstanding under the respective annual grant. |
Remarks: |
DONALD RATAJCZAK | 04/09/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |