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NOTE 12 - COMMON STOCK
As of June 30, 2007, the Company's authorized common
stock consists of 650 million shares of Class A Common
Stock, par value $.01 per share, and 240 million shares of
Class B Common Stock, par value $.01 per share. Class B
Common Stock is convertible into Class A Common
Stock, in whole or in part, at any time and from time to
time at the option of the holder, on the basis of one share
of Class A Common Stock for each share of Class B
Common Stock converted. Holders of the Company's
Class A Common Stock are entitled to one vote per share
and holders of the Company's Class B Common Stock are
entitled to ten votes per share.
Information about the Company's common stock
outstanding is as follows:
On September 18, 1998, the Company's Board of Directors
authorized a share repurchase program to repurchase
a total of up to 8.0 million shares of Class A Common
Stock in the open market or in privately negotiated transactions,
depending on market conditions and other
factors. The Board of Directors authorized the repurchase
of up to 10.0 million additional shares of Class A Common
Stock in both October 2002 and May 2004, and an
additional 20.0 million in both May 2005 and February
2007, increasing the total authorization under the share
repurchase program to 68.0 million shares. As of June 30,
2007, approximately 61.1 million shares have been
purchased under this program.
In May 2005, the Company purchased 1,872,000
shares of Class A Common Stock from a related party for
$73.5 million. The repurchase was part of the program
described in the previous paragraph.
Accelerated Share Repurchase Program
In March 2007, the Company repurchased approximately
15,960,800 shares of its outstanding Class A Common
Stock for $750.0 million through an accelerated share
repurchase program with a financial counterparty. These
shares were accounted for as treasury stock, carried at
cost, and reflected as a reduction to stockholders' equity.
The financial counterparty is expected to purchase
shares for its own account in the open market over a
period ending no later than October 2007. At the end of
that period, the Company will receive or pay a price
adjustment based on the volume weighted average price
of the Company's shares traded during the period
("VWAP"). For the purpose of limiting the price adjustment,
approximately 10,640,500 shares purchased are
subject to a cap, which sets a maximum price for these
shares. For the shares subject to the cap, the maximum
price adjustment the Company could pay is equal to
$80.6 million. The cap is not carried on the accompanying
consolidated balance sheet as an asset or liability
because it is a component of a transaction involving the
Company's equity securities and can potentially be settled
by the issuance of the Company's common stock or a
cash payment at the Company's discretion. If share
settlement is elected by the Company, the number of
shares it could potentially issue at the end of the repurchase
period cannot currently be determined since the
number will be dependent upon the amount, if any, that
the Company might owe as a price adjustment, divided
by the market price of its common stock on the settlement
date. The maximum number of shares potentially
issuable is 25,000,000.
The following table provides information as of June 30,
2007 regarding the accelerated share repurchase program:
Subsequent to June 30, 2007, the financial counterparty
informed the Company that it had completed its obligation
pursuant to the accelerated share repurchase
program (see Note 19-Unaudited Subsequent Events).
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