-----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, CIeVMlEWPxLoBdo/IWFHQn7ypv/hesM204H8ZSO6KVnxGofgh6bPtDbh+KrtmvDe jLBE9tgr3nhE4tixxgORjQ== 0001019056-98-000540.txt : 19980902 0001019056-98-000540.hdr.sgml : 19980902 ACCESSION NUMBER: 0001019056-98-000540 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980901 SROS: NYSE GROUP MEMBERS: ANSCHUTZ COMPANY GROUP MEMBERS: ANSCHUTZ PHILIP F GROUP MEMBERS: THE ANSCHUTZ CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOREST OIL CORP CENTRAL INDEX KEY: 0000038079 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250484900 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-10360 FILM NUMBER: 98702303 BUSINESS ADDRESS: STREET 1: 1600 BROADWAY STREET 2: STE 2200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038121400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANSCHUTZ PHILIP F CENTRAL INDEX KEY: 0000944423 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2400 ANACONDA TOWER 555 SEVENTEENTH STRE CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032981000 MAIL ADDRESS: STREET 1: 2400 ANACONDA TOWER 555 SEVENTEENTH ST CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 FORM SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* FOREST OIL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.10 PAR VALUE -------------------------------------- (Title of Class of Securities) 346091606 --------------------- (CUSIP Number) Craig D. Slater Drake S. Tempest, Esq. The Anschutz Corporation O'Melveny & Myers LLP 2400 Qwest Tower The Citicorp Center 555 Seventeenth Street 153 East 53rd Street, 54th Floor Denver, Colorado 80202 New York, New York 10022-4611 (303) 298-1000 (212) 326-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 1, 1998 ------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - -------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("ACT") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES). CUSIP Number 346091606 ------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Anschutz Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC; OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Kansas - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORT- 17,809,888 ING PERSON ------------------------------------ WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------ 10 SHARED DISPOSITIVE POWER 17,809,888 ------------------------------------ - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,809,888 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anschutz Company - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC; OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORT- 17,809,888 ING PERSON ------------------------------------ WITH 9 SOLE DISPOSITIVE POWER 0 ------------------------------------ 10 SHARED DISPOSITIVE POWER 17,809,888 ------------------------------------ - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,809,888 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 3 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philip F. Anschutz - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC; OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,298 BENEFICIALLY ---------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORT- 17,809,888 ING PERSON ---------------------------------- WITH 9 SOLE DISPOSITIVE POWER 2,298 ---------------------------------- 10 SHARED DISPOSITIVE POWER 17,809,888 ---------------------------------- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,812,186 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Page 4 of 10 Pages This Amendment No. 10 to Schedule 13D (the "SCHEDULE 13D"), which was filed on May 26, 1995 by The Anschutz Corporation ("TAC"), Anschutz Company ("AC") and Philip F. Anschutz ("ANSCHUTZ"), and which relates to shares of Common Stock, par value $.10 per share ("COMMON STOCK"), of Forest Oil Corporation (the "COMPANY"), as amended by Amendment No. 1, which was filed on July 28, 1995 (the "AMENDMENT NO. 1"), as further amended by Amendment No. 2, which was filed on February 7, 1996 (the "AMENDMENT NO. 2"), as further amended by Amendment No. 3, which was filed on August 5, 1996 (the "AMENDMENT NO. 3"), as further amended by Amendment No. 4, as filed on November 8, 1996 (the "AMENDMENT NO. 4"), as further amended by Amendment No. 5, as filed on August 28, 1997 (the "AMENDMENT NO. 5"), as further amended by Amendment No. 6, as filed on January 20, 1998 ("AMENDMENT NO. 6"), as further amended by Amendment No. 7, as filed on May 15, 1998 ("AMENDMENT NO. 7"), as further amended by Amendment No. 8, which was filed on July 8, 1998 (the "AMENDMENT NO. 8"), as further amended by Amendment No. 9, which was filed on August 25, 1998 (the "AMENDMENT NO. 9"), hereby further amends Items 3, 4 and 5 of the Schedule 13D. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the same meaning as set forth in the Schedule 13D, as so amended. This Amendment No. 10 reflects TAC's belief that the number of shares of Common Stock outstanding on August 31, 1998 was 44,645,879 shares. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Funds used to purchase the 25,000 shares of Common Stock referred to below in Item 5 were provided by cash and short-term investments of TAC. ITEM 4. PURPOSE OF TRANSACTION The information previously furnished in response to this item is amended to add the following: On September 1, 1998, the Company and TAC entered into the Third Amendment to the Shareholders Agreement (the "THIRD AMENDMENT") to amend the purchase restriction provisions set forth in Section 3.3 of the Shareholders Agreement. The Third Amendment increases the restriction limiting the beneficial ownership of shares of Common Stock by TAC from 40% to 50% of the shares of Common Stock issued and outstanding from time to time and makes certain other changes. This summary of the Third Amendment is qualified by reference to the Third Amendment, a copy of which is attached to this Amendment No. 10 as Exhibit 99.1. Page 5 of 10 Pages On September 1, 1998, the Company and TAC also entered into Amendment No. 3 to the Rights Agreement and Amendment No. 3 to the Registration Rights Agreement. The amendments to the Rights Agreement and the Registration Rights Agreement are attached hereto as Exhibits 99.2 and 99.3, respectively. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The information previously furnished in response to this item is amended to read as follows: On August 31, 1998, TAC acquired 25,000 shares of Common Stock at $8.75 per share in a market transaction effected on the New York Stock Exchange. As of the date of this Amendment No. 10, and after giving effect to the purchases referred to in the preceding paragraph: (i) TAC is the direct beneficial owner, and AC and Anschutz are indirect beneficial owners, of 17,809,888 shares of Common Stock; and (ii) Anschutz is the direct beneficial owner of 2,298 shares of Common Stock, which 17,812,186 shares of Common Stock in the aggregate are approximately 39.9% of the shares of Common Stock that TAC believes were outstanding on August 31, 1998. TAC and its affiliates, including, without limitation, AC and Anschutz, are subject to certain restrictions on the voting, acquisition and disposition of shares of Common Stock and other equity securities of the Company. Reference is made to Item 4 of the Schedule 13D, as amended by Amendment Nos. 1, 2 and 7, for a summary of such restrictions, as well as to the Shareholders Agreement attached as Exhibit 5 to Amendment No. 1, the First Amendment to Shareholders Agreement attached as Exhibit 6 to Amendment No. 2, Exhibit 8 to Amendment No. 7, Exhibit 99.3 to the Current Report on Form 8-K of the Company filed with the SEC on July 9, 1998, which is incorporated herein by reference as Exhibit 9, and Exhibit 99.1 to this Amendment No. 10, pursuant to which such restrictions have been imposed. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The information previously furnished in response to this item is supplemented by adding thereto a reference to the following new Exhibits: Page 6 of 10 Pages Exhibit 99.1 Third Amendment to Shareholders Agreement dated as of September 1, 1998 between Forest Oil Corporation and The Anschutz Corporation. Exhibit 99.2 Amendment No. 3 to Rights Agreement dated September 1, 1998 between Forest Oil Corporation and Chase Mellon Shareholder Services, L.L.C. Exhibit 99.3 Amendment No. 3 to Registration Rights Agreement dated September 1, 1998 between Forest Oil Corporation and The Anschutz Corporation. Page 7 of 10 Pages Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 1, 1998 - --------------------------- Date THE ANSCHUTZ CORPORATION By /s/ PHILIP F. ANSCHUTZ ----------------------------------- Philip F. Anschutz, Chairman Page 8 of 10 Pages Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 1, 1998 - --------------------------- Date ANSCHUTZ COMPANY By /s/ PHILIP F. ANSCHUTZ ----------------------------------- Philip F. Anschutz, Chairman Page 9 of 10 Pages Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 1, 1998 - --------------------------- Date By /s/ PHILIP F. ANSCHUTZ ------------------------------- Philip F. Anschutz Page 10 of 10 Pages EX-99.1 2 EXHIBIT 99.1 THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT This THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT (this "AMENDMENT") is entered into by and between FOREST OIL CORPORATION, a New York corporation ("FOREST"), and THE ANSCHUTZ CORPORATION, a Kansas corporation ("ANSCHUTZ"), this 1st day of September, 1998. Forest and Anschutz have entered into that certain Shareholders Agreement dated as of July 27, 1995, and amended by a First Amendment to Shareholders Agreement dated as of January 24, 1996 and a Second Amendment to Shareholders Agreement dated as of June 25, 1998 (the "SHAREHOLDERS AGREEMENT"). NOW, THEREFORE, for and in consideration of the premises and of the mutual agreements herein contained, and the mutual benefits to be derived therefrom the parties agree as follows (terms used but not otherwise defined shall have the same meaning as in the Shareholders Agreement): 1. Article I of the Shareholders Agreement is hereby amended by adding the following definition: "Shares" means the Purchaser Shares, the Forest Shares and the other shares of Common Stock beneficially owned by Anschutz from time to time. 2. Section 3.2(f) is hereby amended in its entirety to read as follows: (f) each transfer in a Business Combination Transaction approved by the board of Directors of the Company, including a majority of Independent Directors, or by two-thirds of the shares of common Stock voted with respect to the transaction (in which the Purchaser Shares are voted in accordance with the restrictions contained in Section 3.1, if applicable); and 3. The first paragraph of Section 3.3(a) is hereby amended in its entirety to read as follows: SECTION 3.3 PURCHASER PURCHASE RESTRICTIONS. (a) Purchaser shall not, and shall not cause or permit its Affiliates or any Group including Purchaser or any of its Affiliates to, acquire shares of Common Stock, which when combined with shares of Common Stock then owned by Purchaser and its Affiliates, after giving effect to the acquisition and each related Transaction, would result in Purchaser beneficially owning 50% or more of the shares of Common Stock then issued and outstanding, except that such restriction on purchase shall not be applicable to each of the following acquisitions: 4. Anschutz hereby acknowledges that Forest is a party to a number of seismic licensing agreements. Anschutz agrees that it will not use its position as a shareholder of Forest to use in any manner seismic data obtained by Forest pursuant to such agreements, to the extent such use subjects Forest to demands by licensors for the return of the data or to cause Forest to owe any penalties, additional fees, royalties or other expenses to the licensors under such agreements. 5. Except as expressly amended hereby, the Shareholders Agreement is hereby ratified and confirmed, and as hereby amended, shall remain in full force and effect in accordance with its terms, conditions and provisions. 2 EXECUTED in multiple counterparts, each having the force and effect of an original, effective as of the date first written above. FOREST OIL CORPORATION By: /s/ DANIEL L. MCNAMARA ----------------------------- Name: Daniel L. McNamara ----------------------------- Title: Secretary ----------------------------- THE ANSCHUTZ CORPORATION By: /s/ CRAIG D. SLATER ----------------------------- Name: Craig D. Slater ----------------------------- Title: Vice President ----------------------------- 3 EX-99.2 3 EXHIBIT 99.2 AMENDMENT NO. 3 TO RIGHTS AGREEMENT This AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this "AMENDMENT") is entered into by FOREST OIL CORPORATION, a New York corporation (the "COMPANY"), and CHASEMELLON SHAREHOLDER SERVICES L.L.C., a New York limited liability company, as rights agent (the "RIGHTS AGENT"), this 1st day of September, 1998. The Company and the Rights Agent entered into a Rights Agreement dated as of October 14, 1993 and amended as of July 27, 1995 and July 25, 1998 (the "RIGHTS AGREEMENT"). The Board of Directors of the Company (the "BOARD"), in approving an amendment to the Shareholders Agreement dated as of July 27, 1995 between the Company and The Anschutz Corporation ("PURCHASER"), as amended (the "SHAREHOLDERS AGREEMENT"), also approved certain amendments to the Rights Agreement; and NOW, THEREFORE, the parties agree as follows: 1. Notwithstanding any other provision of the Rights Agreement (a) the acquisition by the Purchaser or any of its Affiliates (as defined in the Rights Agreement) of any shares of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of capital stock of the Company, any rights to subscribe for or to purchase, any options for the purchase of, and any calls, commitments or claims of any character relating to shares of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any of the foregoing (collectively, "Equity Securities") and the "beneficial ownership" (as defined in the Rights Agreement) by any of the Purchaser and its Affiliates of any Equity Securities, in each case to the extent, and only to the extent, such acquisition or beneficial ownership is not expressly prohibited by the Shareholders Agreement, will not cause or permit the Rights to become exercisable, the Rights to be separated from the stock certificates to which they are attached or any provision of the Rights Agreement to apply to the Purchaser or any other person by reason of or in connection with the acquisition or "beneficial ownership" of any Equity Securities by the Purchaser or any of its affiliates, including, without limitation, the designation of the Purchaser or any other person as an Acquiring Person (as defined in the Rights Agreement), the occurrence of a Distribution Date (as defined in the Rights Agreement) and the occurrence of a Shares Acquisition Date (as defined in the Rights Agreement), and (b) for purposes of this Rights Agreement, none of the Purchaser and its Affiliates shall at any time be deemed to be the Beneficial Owner (as defined in the Rights Agreement) of any Equity Securities to the extent, and only to the extent, Purchaser's beneficial ownership of such Equity Securities is not expressly prohibited by the Shareholders Agreement. 2. Except as otherwise amended herein, all provisions of the Rights Agreement shall remain in full force and effect and shall be binding upon the parties hereto. 3. This Amendment may be executed in any number of counterparts, each of such shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers, each of whom is duly authorized, as of the date first written above. FOREST OIL CORPORATION By: /s/ DANIEL L. MCNAMARA ------------------------------ Name: Daniel L. McNamara ------------------------------ Title: Secretary ------------------------------ CHASEMELLON SHAREHOLDER SERVICES L.L.C. By: /s/ JAMES E. HAGAN ------------------------------ Name: James E. Hagan ------------------------------ Title: Vice President ------------------------------ 2 EX-99.3 4 EXHIBIT 99.3 AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT (this "AMENDMENT") is entered into by FOREST OIL CORPORATION, a New York corporation (the "COMPANY"), and THE ANSCHUTZ CORPORATION, a Kansas corporation (the "SHAREHOLDER"), this 1st day of September, 1998. The Company and the Shareholder entered into a Registration Rights Agreement dated as of May 19, 1995, and amended as of November 5, 1996 and June 25, 1998 (the "REGISTRATION RIGHTS AGREEMENT"). Terms not otherwise defined herein have the meanings stated in the Registration Rights Agreement or, if not defined therein, in the Purchase Agreement (as defined therein). The Board of Directors of Forest, in approving an amendment to the Shareholders Agreement dated as of July 27, 1995 between Forest and Anschutz, as amended (the "SHAREHOLDERS AGREEMENT"), also approved certain amendments to the Registration Rights Agreement. NOW, THEREFORE, the parties agree as follows: 1. The definition of "Registrable Shares" in the last sentence of Recital D is hereby amended to read in its entirety as follows: The Shareholder Shares and, when acquired by the Shareholder, the Tranche B Warrant Shares, and the Forest Shares (acquired by the Shareholder pursuant to a Purchase and Sale Agreement dated as of August 6, 1998 between the Shareholder and the Company) and other shares of Common Stock of the Company beneficially owned by the Shareholder from time to time, in each case to the extent, and only to the extent, such acquisition or beneficial ownership is not expressly prohibited by the Shareholders Agreement, are collectively referred to as the "REGISTRABLE SHARES." 2. Except as otherwise provided herein, all provisions of the Registration Rights Agreement shall remain in full force and effect and shall be binding upon the parties hereto. 3. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above. FOREST OIL CORPORATION By: /s/ DANIEL L. MCNAMARA ---------------------------------- Name: Daniel L. McNamara ---------------------------------- Title: Secretary THE ANSCHUTZ CORPORATION By: /s/ CRAIG D. SLATER ---------------------------------- Name: Craig D. Slater ---------------------------------- Title: Vice President ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----