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
BULL RUN CORP [ BULL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/30/2005 | ||||||||||||||||||||||||||
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, $.01 par value | 12/30/2005 | U | 3,110,811 | D | (1) | 0 | D | |||
Common Stock, $.01 par value | 12/30/2005 | U | 66,210 | D | (1) | 0 | I | by Spouse(2) | ||
Common Stock, $.01 par value | 12/30/2005 | U | 58,320 | D | (1) | 0 | I | by Trust for Child(3) | ||
Common Stock, $.01 par value | 12/30/2005 | U | 42,800 | D | (1) | 0 | I | by Trust for Child(4) | ||
Common Stock, $.01 par value | 12/30/2005 | U | 19,200 | D | (1) | 0 | I | by JMR Foundation | ||
Common Stock, $.01 par value | 12/30/2005 | U | 206,179 | D | (1) | 0 | I | by Delta Life Insurance Co.(5) | ||
Common Stock, $.01 par value | 12/30/2005 | U | 72,724 | D | (1) | 0 | I | by Delta Fire Insurance Co.(6) | ||
Common Stock, $.01 par value | 12/30/2005 | U | 76,335 | D | (1) | 0 | I | by Bankers Fidelity(7) | ||
Common Stock, $.01 par value | 12/30/2005 | U | 61,335 | D | (1) | 0 | I | by Georgia Casualty & Surety(8) | ||
Common Stock, $.01 par value | 12/30/2005 | U | 44,324 | D | (1) | 0 | I | by Gulf Capital Services, Ltd.(9) | ||
Common Stock, $.01 par value | 12/30/2005 | U | 266,059 | D | (1) | 0 | I | By General Partnership(10) |
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 | ||||||||
Option to Purchase | $14.85 | 12/30/2005 | U | 35,000 | (11) | 04/23/2006 | Common Stock, $.01 par | 35,000 | (11) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the merger agreement between Bull Run Corporation and Triple Crown Media, Inc., the terms of which provide for the exchange of each outstanding share of Bull Run common stock for 0.0289 shares of Triple Crown Media, Inc. common stock having a market value of $12.25 per share as of market close on December 30, 2005. |
2. Owned by spouse, Harriett J. Robinson. |
3. Owned by Harriett J. Robinson, Trustee U/A 8/25/84 FBO Jill E. Robinson. |
4. Owned by Harriett J. Robinson, Trustee U/A 8/25/84 FBO Robin M. Robinson. |
5. Owned by Delta Life Insurance Co., of which the reporting person is Chairman & President. |
6. Owned by Delta Fire & Casualty Insurance Co., of which the reporting person is Chairman & President. |
7. Owned by Bankers Fidelity Life Insurance Company, a wholly-owned subsidiary of Atlantic American Corporation, of which the reporting person is Chairman of the Board. |
8. Owned by Georgia Casualty & Surety Insurance Co., of which the reporting person is Chairman. |
9. Owned by Gulf Capital Services, Ltd., which is a family-owned limited partnership. |
10. The reporting person is a general partner of the Robinson-Prather Partnership, which beneficially owns these securities. |
11. This option, which was fully vested, was assumed by Triple Crown Media, Inc. and replaced with an option to purchase 1,011 shares of Triple Crown Media common stock for $513.85 per share. |
Remarks: |
FREDERICK J. ERICKSON attorney in fact for J. MACK ROBINSON | 01/04/2006 | |
** 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. |