-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lw3EDf7zHV6c/M8Z8W080trzbyK1xULIg0UJABxC5PATweT0Rli2quUi0wcXeZ+s r7Na6xqRx5oq/FNhUsGcnw== 0000883977-07-000051.txt : 20071003 0000883977-07-000051.hdr.sgml : 20071003 20071003165158 ACCESSION NUMBER: 0000883977-07-000051 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071001 FILED AS OF DATE: 20071003 DATE AS OF CHANGE: 20071003 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CATALINA MARKETING CORP/DE CENTRAL INDEX KEY: 0000883977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 330499007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 BUSINESS PHONE: 7275795000 MAIL ADDRESS: STREET 1: 200 CARILLON PARKWAY CITY: ST PETERSBURG STATE: FL ZIP: 33716-1242 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Williams Eric CENTRAL INDEX KEY: 0001291669 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11008 FILM NUMBER: 071154215 BUSINESS ADDRESS: BUSINESS PHONE: 727-579-5000 MAIL ADDRESS: STREET 1: CATALINA MARKETING CORPORATION STREET 2: 200 CARILLON PARKWAY CITY: SAINT PETERSBURG STATE: FL ZIP: 33716 4 1 c0001291669d20071003f4f.xml PRIMARY DOCUMENT X0202 4 2007-10-01 1 0000883977 CATALINA MARKETING CORP/DE POS 0001291669 Williams Eric 200 CARILLON PARKWAY ST. PETERSBURG FL 33716-1242 0 1 0 0 EVP, Chief Information Officer Common Stock 2007-10-01 5 J 0 15149 32.5 D 19055.026 D Common Stock 2007-10-01 5 J 0 19055.026 32.5 D 0 D Common Stock 2007-10-01 5 J 0 12746.522 32.5 A 12746.522 D Common Stock 2007-10-01 5 J 0 12746.522 32.5 D 0 D Common Stock 2007-10-01 5 J 0 16640 22.85 A 16640 D Common Stock 2007-10-01 5 J 0 9730 31.3 A 26370 D Common Stock 2007-10-01 5 J 0 16640 32.5 D 9730 D Common Stock 2007-10-01 5 J 0 9730 32.5 D 0 D Common Stock 2007-10-01 5 J 0 9255 28.8333 A 9255 D Common Stock 2007-10-01 5 J 0 9255 32.5 D 0 D Common Stock 2007-10-01 5 J 0 10500 26.31 A 10500 D Common Stock 2007-10-01 5 J 0 10500 32.5 D 0 D Common Stock 2007-10-01 5 J 0 26069 20.2 A 26069 D Common Stock 2007-10-01 5 J 0 26069 32.5 D 0 D Common Stock 2007-10-01 5 J 0 50000 27.7 A 50000 D Common Stock 2007-10-01 5 J 0 50000 32.5 D 0 D Common Stock 2007-10-01 5 J 0 27452 24.1 A 27452 D Common Stock 2007-10-01 5 J 0 27452 32.5 D 0 D Common Stock 2007-10-01 5 J 0 14368 32.5 D 0 I Held by wife, Janet K. Williams Stock Option 0 2007-10-01 5 J 0 27452 0 D 2006-08-08 2015-08-08 Common Stock 27452 22548 D Stock Option 20.2 2007-10-01 5 J 0 26069 0 D 2005-02-11 2014-07-26 Common Stock 26069 11431 D Stock Option 26.31 2007-10-01 5 J 0 10500 0 D 2003-07-25 2012-07-25 Common Stock 10500 0 D Stock Option 27.7 2007-10-01 5 J 0 50000 0 D 2005-11-18 2014-11-18 Common Stock 50000 0 D Stock Option 28.8333 2007-10-01 5 J 0 9255 0 D 2000-04-16 2009-04-16 Common Stock 9255 0 D Phantom Stock Unit 0 2007-10-01 5 J 0 12746.522 32.5 D 1988-08-08 1988-08-08 Common Stock 12746.522 0 D Stock Appreciation Right 22.85 2007-10-01 5 J 0 16640 0 D 2007-04-18 2016-04-18 Common Stock 16640 0 D Stock Appreciation Right 31.3 2007-10-01 5 J 0 9730 0 D 2008-02-28 2017-02-28 Common Stock 9730 0 D As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each share of Catalina common stock issued and outstanding immediately prior to the effective time of the merger was automatically converted into the right to receive $32.50 in cash, without interest and less any required withholding taxes. Prior to 10/1/07, such Performance Based Restricted Stock would become fully vested 3 years from the grant date if the Company met certain thresholds for a specified cumulative performance metric or such Service Based Restricted Stock would become fully vested 4 years from the grant date subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the restricted stock became fully vested and was converted into the right to receive $32.50 per share, without interest and less any required withholding taxes. As a result of the merger of Checkout Acquisition Corp. with an into the issuer, each holder of a Catalina phantom stock unit that was held in the Catalina Marketing Corporation Deferred Compensation Plan received a number of unrestricted shares of Catalina common stock equal to the number of shares of Catalina common stock underlying such Catalina phantom stock unit and each such share was automatically converted into the right to receive the per share merger consideration ($32.50), without interest. The cash amount due to the individual will be deposited into the individual's deferred compensation plan book account and will be payable to the individual only in accordance with the terms of the deferred compensation plan. Prior to 10/1/07, such Stock Appreciation Rights would become fully vested 4 years from the grant date, vesting annualy at a rate of 25% per year beginning on the one year anniversary of the grant date, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Appreciatioin Rights became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Appreciation Right multiplied by the amount which $32.50 exceeded the exercise price of each Stock Appreciation Right, without interest and less any required withholding taxes. As a result of the merger of Checkout Acquisition Corp. with an into the issuer, the option thereafter was converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes. Prior to 10/1/07, the options vested annualy at a rate of 25% per year beginning on February 11, 2005, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Options became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes. Prior to 10/1/07, such Stock Options would become fully vested 4 years from the grant date, vesting annualy at a rate of 25% per year beginning on the one year anniversary of the grant date, subject to continued employment at the Company or a subsidiary throughout the vesting period. Immediately prior to the effective time of the merger of Checkout Acquisition Corp. with and into the issuer, the Stock Options became fully vested and were converted into the right to receive a cash payment equal to the number of shares of Catalina common stock underlying such Catalina Stock Option multiplied by the amount which $32.50 exceeded the exercise price of each Stock Option, without interest and less any required withholding taxes. /s/ James Flanigan for Eric Williams by POA 2007-10-03 -----END PRIVACY-ENHANCED MESSAGE-----