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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 | ||||||||
| Non-qualified Stock Options (right to buy) | $ 5.88 | 02/24/2005 | D(8) | 582,980 | 04/26/2002 | 04/25/2011 | Common Stock | 582,980 | $ 0 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $ 6.7 | 02/24/2005 | D(8) | 460,000 | 02/05/2003 | 02/04/2012 | Common Stock | 460,000 | $ 0 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $ 7.63 | 02/24/2005 | D(8) | 260,000 | 05/13/2003 | 05/12/2012 | Common Stock | 260,000 | $ 0 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $ 7.63 | 02/24/2005 | D(8) | 1,500,000 | 05/13/2003 | 05/12/2012 | Common Stock | 1,500,000 | $ 0 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $ 7.13 | 02/24/2005 | D(8) | 50,000 | 08/13/2003 | 08/12/2012 | Common Stock | 50,000 | $ 0 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $ 14.53 | 02/24/2005 | D(8) | 1,600,000 | 08/12/2004 | 08/11/2013 | Common Stock | 1,600,000 | $ 0 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $ 16.5 | 02/24/2005 | D(8) | 460,000 | 11/11/2004 | 11/10/2013 | Common Stock | 460,000 | $ 0 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $ 15.5 | 02/24/2005 | D(8) | 750,000 | 02/10/2005 | 02/09/2014 | Common Stock | 750,000 | $ 0 | 0 | D | ||||
| Non-qualified Stock Options (right to buy) | $ 14 | 02/24/2005 | D(8) | 500,000 | 08/10/2005 | 08/09/2014 | Common Stock | 500,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ORTENZIO ROBERT A 4716 OLD GETTYSBURG ROAD P.O. BOX 2034 MECHANICSBURG, PA 17055 |
X | CEO | ||
| /s/ Michael E. Tarvin, attorney-in-fact for Robert A. Ortenzio | 02/28/2005 | |
| **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) | Disposed of in connection with the merger of the issuer with EGL Acquisition Corp., effective February 24, 2005 (the "Merger"), pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which the shares listed above held by the reporting person were exchanged for an equity interest in EGL Holding Company. In conection with the Merger, the common stock of the issuer was valued at $18.00 per share. |
| (2) | Disposed of in the Merger of the issuer with EGL Acquisition Corp., effective February 24, 2005, pursuant to the Merger Agreement dated October 17, 2004 among the issuer, EGL Holding Company and EGL Acquisition Corp., pursuant to which stockholders of the issuer were paid $18.00 per share. |
| (3) | These shares were directly owned by the R.A. Ortenzio Family Partnership, L.P., of which Mr. Ortenzio is a general partner. Mr. Ortenzio disclaims beneficial ownership of any shares held by the R.A. Ortenzio Family Partnership, L.P. that exceed his pecuniary interest therein. |
| (4) | Mr. Ortenzio is a 25% owner, Director and President of Select Capital Corporation. Mr. Ortenzio disclaims beneficial ownership of any shares held by Select Capital Corporation that exceed his pecuniary interest therein. |
| (5) | These shares were directly owned by the RAO Generation Skipping Trust, of which Mr. Ortenzio is a trustee and beneficiary. |
| (6) | These shares were directly owned by the Ortenzio Family Partnership, L.P., of which Mr. Ortenzio is the general partner. |
| (7) | Mr. Ortenzio is a partner and 25% owner of Select Investments I. Mr. Ortenzio disclaims beneficial ownership of any shares held by Select Investments I that exceed his pecuniary interest therein. |
| (8) | This option was cancelled in the Merger with EGL Acquisition Corp. effective February 24, 2005 in exchange for a cash payment equal to the number of shares subject to the option multiplied by the difference between the exercise price of the option and $18.00. |