Item 8.01. Other Events.

As a result of a change in the capitalization of the Company resulting from the special $9.50 per share dividend to be paid on September 14, 2012, the Compensation Committee of the Company's Board of Directors, as provided for in
Section 4.4 of the Company's 2003 Stock Option and Incentive Plan (the "2003 Plan"), took action on August 22, 2012 to adjust downward the stock option exercise prices for outstanding options issued under the 2003 Plan by $9.50 for each option issued under the 2003 Plan, effective September 17, 2012.

As an example, for an option that was issued on June 7, 2005 with an exercise price of $24.30, the reset exercise price will be $14.80 on September 17, 2012.

Outstanding stock options issued under the Amended and Restated 1993 Stock Option Plan (the "1993 Plan") are not affected by this action as the 1993 Plan does not require or provide for such an action.

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