FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 2. Issuer Name and Ticker or Trading Symbol

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response. . . . . . 0.5

1. Name and Address of Reporting Person*

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

(Last)

(First)

(Middle)

(Street)

3. Date of Earliest Transcaction Required to be Reported (Month/Day/Year)

4. If Amendment, Date Original Filed(Month/Day/Year)

Director Officer (give title below)

10% Owner Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line) __Form filed by One Reporting Person __Form filed by More than One Reporting Person

(City) 1. Title of Security (Instr. 3)

(State)

(Zip) 2. Transaction Date (Month/ Day/ Year)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 2A. Deemed 3. TransExecution action Date, if Code any (Instr. 8) (Month/ Day/Year) Code V 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of 6. Owner- 7. Nature of Securities ship Indirect Beneficially Form: Beneficial Owned Direct OwnerFollowing (D) or ship Reported Indirect Transaction (s) (I) (Instr. 3 and 4) (Instr. 4) (Instr. 4)

Amount

(A) or (D)

Price

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). Potential persons who are to 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.

(Over) SEC 1474 (01-05)

FORM 4 (continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g., puts, calls, warrants, options, convertible securities) 7. Title and Amount of Number of Deriv- 6. Date ExerUnderlying Securities cisable and ative Securities Ac(Instr. 3 and 4) Expiration quired (A) or DisDate posed of (D) (Month/Day/ (Instr. 3, 4, and 5) Year) 8. Price 9. Number 10.Owner- 11. Nature of of deriv- ship of Derivative Form of Indirect ative SecurDerivBenefiSecurities ative cial ity BeneSecurity: Owner(Instr. ficially Direct ship 5) Owned (D) or (Instr. 4) followIndirect ing (I) Re(Instr. 4) Amount or ported Number of Transaction Shares (s)(Instr. 4)

1. Title of Derivative 2. Conver- 3. Trans- 3A.Deemed 4. Trans- 5. Security sion or action Execution action (Instr. 3) Exercise Date Date, if Code Price of any (Instr. 8) Deri(Month/ (Month/ vative Day/ Day/ Security Year) Year)

Date Exercisable Code V (A) (D)

Expiration Date

Title

Explanation of Responses:

** 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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

**Signature of Reporting Person

Date

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