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CAPITAL STOCK AND DIVIDENDS
 12 Months Ended
Dec. 31, 2011
CAPITAL STOCK AND DIVIDENDS

NOTE 14. CAPITAL STOCK AND DIVIDENDS

At December 31, 2011, our authorized capital stock consists of 200,000,000 shares of common stock, par value $.01 per share, and 10,000,000 shares of preferred stock, par value $.01 per share.

On August 5, 2011, our Board of Directors authorized the repurchase of up to $300.0 million of our common stock, inclusive of prior authorizations, from time to time through and including December 31, 2014. Pursuant to this authorization, we repurchased 441,416 shares of our common stock at an average price per share of $35.79, for a total purchase price of $15.8 million, in 2011.

 

In June 2010, our Board of Directors authorized the repurchase of up to $300.0 million of our common stock from time to time over a period of three years in the open market, through privately negotiated transactions or in any manner as determined by our management and in accordance with the requirements of applicable security laws. In accordance with this authorization, on October 7, 2010, we announced our intention to purchase up to $175 million of our common stock through a “modified Dutch Auction” tender offer. Pursuant to the tender offer, which expired on November 8, 2010, we purchased 5,035,971 shares of our common stock from our stockholders at a price of $34.75 per share, for a total purchase price of $175.0 million. In addition, we incurred $0.8 million in fees and expenses related to the tender offer. In connection with the tender offer, we also entered into a stock purchase agreement with Messrs. Silver and Horrigan, our two largest stockholders and the Non-Executive Co-Chairmen of our Board of Directors, pursuant to which each of Messrs. Silver and Horrigan had agreed to not participate in the tender offer and instead to sell to us, following the completion of the tender offer and at the same price per share as in the tender offer, such number of shares of our common stock as would result in each of them maintaining substantially the same percentage beneficial ownership in our common stock that he had immediately prior to the consummation of the tender offer. Accordingly, on November 23, 2010 we purchased an aggregate of 2,071,509 shares of our common stock beneficially owned by Messrs. Silver and Horrigan at a price of $34.75 per share (the same price per share as in the tender offer), for a total purchase price of $72.0 million. Through the tender offer and the purchase of shares under the stock purchase agreement with Messrs. Silver and Horrigan, we purchased a total of 7,107,480 shares of our common stock, or approximately 9.2 percent of our outstanding common stock as of November 15, 2010, at a price of $34.75 per share, for an aggregate total purchase price of $247.0 million (excluding fees and expenses).

In 2011, 2010 and 2009, we issued 374,071, 163,428, and 139,400 treasury shares, respectively, at an average cost of $6.63 per share for restricted stock units that vested during these years. In 2011, 2010 and 2009, we repurchased 142,080, 51,038, and 44,802 shares of our common stock, respectively, at an average cost of $36.58, $28.82, and $24.79, respectively, in accordance with the Plan to satisfy employee withholding tax requirements resulting from certain restricted stock units becoming vested.

We account for treasury shares using the FIFO cost method. As of December 31, 2011, 17,635,907 shares of our common stock were held in treasury.

Cash payments for dividends on our common stock as declared by our Board of Directors totaled $31.1 million, $32.0 million and $29.4 million in 2011, 2010 and 2009, respectively. In February 2012, our Board of Directors declared a quarterly cash dividend on our common stock of $0.12 per share, payable on March 26, 2012 to holders of record of our common stock on March 12, 2012. The cash payment for this quarterly dividend is expected to be approximately $8.5 million.