CUSIP
No. |
92240M-10-8 |
Page | 2 |
of | 4 |
1 | NAMES OF REPORTING PERSONS Bennett S. LeBow |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 9,954,461 (see item 5) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 109,597 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 9,954,461 (see item 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
109,597 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
10,064,058 (see item 5) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
15.3% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
CUSIP
No. |
92240M-10-8 |
Page | 3 |
of | 4 |
(a) | As of June 16, 2008, the Reporting Person was the indirect beneficial owner of, in the aggregate, 10,064,058 shares of Common Stock, which constituted approximately 15.3% of the 62,865,310 shares of Common Stock outstanding on June 16, 2008 (plus 2,919,727 shares acquirable by the Reporting Persons assignee upon exercise of currently exercisable options). The Reporting Persons beneficial ownership includes currently exercisable options for 2,919,727 shares granted to the Reporting Person, pursuant to the Companys 1999 Amended and Restated Long-Term Incentive Plan described in Amendment No. 7 to the Schedule 13D. | ||
(b) | The Reporting Person indirectly exercises sole voting power and sole dispositive power over (i) 6,409,129 shares of Common Stock through LeBow Gamma Limited Partnership, a Nevada limited partnership (ii) 625,605 shares of Common Stock through LeBow Epsilon Investments Trust, and (iii) 2,919,727 shares acquirable by LeBow Epsilon Investments Trust, as assignee of the Reporting Person, upon exercise of currently exercisable options to purchase Common Stock. LeBow Holdings, Inc., a Nevada corporation, is the sole stockholder of LeBow Gamma, Inc., a Nevada corporation, which is the general partner of LeBow Gamma Limited Partnership. The Reporting Person is a director, officer and sole shareholder of LeBow Holdings, Inc., a director and officer of LeBow Gamma, Inc. and the sole trustee of LeBow Epsilon Investments Trust. The Bennett and Geraldine LeBow Foundation, Inc., a Florida not-for-profit corporation, of which the Reporting Person and family members serve as directors and executive officers, owns 109,597 shares of Common Stock. The Reporting Person possesses shared voting power and shared dispositive power with the other directors of the foundation with respect to the foundations shares of Common Stock. | ||
(c) | On June 12, 2008, LeBow Gamma Limited Partnership and LeBow Epsilon Investments Trust, as assignees of the Reporting Person, exercised a total of 3,878,317 employee stock options at an exercise price of $6.29. The exercise price was paid by the delivery to the Company of 1,375,895 shares of Common Stock by LeBow Gamma Limited Partnership. The Common Stock delivered was valued at $17.73, the closing price on the date of exercise, as provided in the option agreement. On June 16, 2008, LeBow Epsilon Investments Trust transferred 343,974 shares of Common Stock to LeBow Gamma Limited Partnership. |
CUSIP
No. |
92240M-10-8 |
Page | 4 |
of | 4 |
Dated: June 16, 2008 | /s/ Bennett S. LeBow | |||
Bennett S. LeBow | ||||