AMENDMENT NO. 5 TO SCHEDULE TO

0000950123-05-015233.txt : 20051227 0000950123-05-015233.hdr.sgml : 20051226 20051227152136 ACCESSION NUMBER: 0000950123-05-015233 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051227 DATE AS OF CHANGE: 20051227 GROUP MEMBERS: GF ACQUISITION CORP GROUP MEMBERS: GOODYS HOLDINGS INC GROUP MEMBERS: PGDYS LLC GROUP MEMBERS: PRENTICE CAPITAL MANAGEMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOODYS FAMILY CLOTHING INC /TN CENTRAL INDEX KEY: 0000879123 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 620793974 STATE OF INCORPORATION: TN FISCAL YEAR END: 0126 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42079 FILM NUMBER: 051286959 BUSINESS ADDRESS: STREET 1: 400 GOODYS LN STREET 2: P O BOX 22000 CITY: KNOXVILLE STATE: TN ZIP: 37922 BUSINESS PHONE: 8659662000 MAIL ADDRESS: STREET 1: P O BOX 22000 STREET 2: 400 GOODYS LANE CITY: KNOXVILLE STATE: TN ZIP: 379332000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOODYS FAMILY CLOTHING INC /TN CENTRAL INDEX KEY: 0000879123 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 620793974 STATE OF INCORPORATION: TN FISCAL YEAR END: 0126 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42079 FILM NUMBER: 051286960 BUSINESS ADDRESS: STREET 1: 400 GOODYS LN STREET 2: P O BOX 22000 CITY: KNOXVILLE STATE: TN ZIP: 37922 BUSINESS PHONE: 8659662000 MAIL ADDRESS: STREET 1: P O BOX 22000 STREET 2: 400 GOODYS LANE CITY: KNOXVILLE STATE: TN ZIP: 379332000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GMM Capital LLC CENTRAL INDEX KEY: 0001315159 IRS NUMBER: 726232404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: SUITE 2805 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-688-8288 MAIL ADDRESS: STREET 1: 950 THIRD AVENUE STREET 2: SUITE 2805 CITY: NEW YORK STATE: NY ZIP: 10022 SC TO-T/A 1 y15921asctovtza.htm AMENDMENT NO. 5 TO SCHEDULE TO AMENDMENT NO. 5 TO SCHEDULE TO

As filed with the Securities and Exchange Commission on December 27, 2005

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO-T/A

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 5)

GOODY’S FAMILY CLOTHING, INC.

(Name of Subject Company (issuer))

GF ACQUISITION CORP.
GOODY’S HOLDINGS, INC.
GMM CAPITAL LLC
PGDYS LLC
PRENTICE CAPITAL MANAGEMENT, LP

(Name of Filing Person (offeror))


Common Stock, no par value per share (Title of Class of Securities)		382588101 (CUSIP Number of Class of Securities)

Isaac Dabah
GMM Capital LLC
c/o IID LLC
689 Fifth Avenue, 14th Floor
New York, NY 10022
Telephone: (212) 688-8288

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Michael Zimmerman
Prentice Capital Management, LP
623 Fifth Avenue, 32^nd Floor
New York, NY 10022
Telephone: (212) 756-8040

Thomas W. Greenberg, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Telephone: (212) 735-3000

CALCULATION OF FILING FEE



	Transaction Valuation (1)			Amount of Filing Fee (2)
	$324,635,968			$38,210


(1)		Estimated solely for purposes of calculating the amount of the filing fee. This calculation assumes the purchase of 33,136,497 shares of common stock, no par value per share (the “Shares”) at the tender offer price of $9.60 per Share. The transaction value also includes the offer price of $9.60 less $5.4027, which is the weighted average exercise price of outstanding and exercisable options, multiplied by 2,516,491, the estimated number of options outstanding and exercisable.

(2)		The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $117.70 for each $1,000,000 of value.


þ		Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $38,210.		Filing party: GMM Capital LLC.
Form or Registration No.: Schedule TO.		Date Filed: November 10, 2005.


¨		Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:


þ		Third-party tender offer subject to Rule 14d-1.
¨		Issuer tender offer subject to Rule 13e-4.
¨		Going-private transaction subject to Rule 13e-3.
þ		Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ.

This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission (the “Commission”) on November 10, 2005, as amended on December 2, 2005, amended and supplemented on December 13, 2005 and amended on December 22, 2005 and December 23, 2005, by GF Acquisition Corp., a Tennessee corporation (“Purchaser”), Goody’s Holdings, Inc. (formerly known as GF Goods Inc.), a Delaware corporation (“Parent”), GMM Capital LLC, a Delaware limited liability company, PGDYS LLC, a Delaware limited liability company, and Prentice Capital Management, LP, a Delaware limited partnership, relating to a tender offer by the Purchaser to purchase all outstanding shares of common stock, no par value per share (the “Shares”), of Goody’s Family Clothing, Inc., a Tennessee corporation (“Goody’s”), for a purchase price of $9.60 per share, net to the seller in cash thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 10, 2005, as amended on December 2, 2005, amended and supplemented on December 13, 2005 and amended on December 22, 2005 and December 23, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. A copy of the supplement to the Offer to Purchase and the Letter of Transmittal is filed as Exhibit (a)(1)(viii) to the Schedule TO. Capitalized terms used and not otherwise defined in this Amendment No. 5 shall have the same meanings assigned to such terms in the Schedule TO or the Offer to Purchase.

This Amendment No. 5 also serves as an amendment of the Schedule 13D filed by Prentice Capital Management, LP and Michael Zimmerman, on October 6, 2005 (as amended on October 7, 2005, October 12, 2005, October 25, 2005 and October 31, 2005) and the Schedule 13D filed by GMM Capital LLC, GMM Trust, Goody’s Holdings, Inc. (formerly GF Goods Inc.) and GF Acquisition Corp., on October 6, 2005 (as amended on October 11, 2005, October 24, 2005 and October 31, 2005).

The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this Amendment No. 5 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information:

At 8:00 a.m., New York City time, on December 27, 2005, the tender offer expired. Based on information provided by the Depositary to Purchaser, as of 8:00 a.m., New York City time, on Tuesday, December 27, 2005, Goody’s’ shareholders had tendered into the tender offer 30,362,748 Shares, which includes 771,052 Shares for which the Depositary has received Notices of Guaranteed Delivery, but which have not yet been received. The 30,362,748 tendered Shares, together with the 2,080,100 shares which were held by PGDYS LLC and contributed to Purchaser immediately following the expiration of the Offer, represent 95.4% of Goody’s’ outstanding Shares. All Shares validly tendered and not withdrawn prior to the expiration of the offer were accepted for payment by the Purchaser. Pursuant to the Tennessee Business Corporation Act, the Purchaser currently intends to consummate the Merger as a short-form merger, which does not require a vote of Goody’s’ shareholders, on or about January 27, 2006.

A copy of the joint press release issued by GF Acquisition Corp. and Goody’s on December 27, 2005 is attached hereto as Exhibit (a)(5)(vi) and is incorporated herein by reference.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:


Exhibit No.		Description
(a)(5)(vi)		Press Release, dated December 27, 2005.

SIGNATURE

After due 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.

Dated: December 27, 2005


GF ACQUISITION CORP.

By:	/s/ Itzhak Weinstock
	Name:	Itzhak Weinstock
	Title:	Vice President


GOODY’S HOLDINGS, INC.
By:	/s/ Itzhak Weinstock
	Name:	Itzhak Weinstock
	Title:	Vice President


GMM CAPITAL LLC
By:	/s/ Itzhak Weinstock
	Name:	Itzhak Weinstock
	Title:	Chief Financial Officer


PGDYS LLC
By:	/s/ Gina Milanese
	Name:	Gina Milanese
	Title:	Managing Director


PRENTICE CAPITAL MANAGEMENT, LP
By:	/s/ Michael Zimmerman
	Name:	Michael Zimmerman
	Title:	Chief Executive Officer

EX-99.A.5.VI 2 y15921aexv99waw5wvi.htm EX-99.A.5.VI: PRESS RELEASE EX-99.A.5.VI

Exhibit (a)(5)(vi)


Contact:		Edward R. Carlin
		Chief Financial Officer, Goody’s Family Clothing, Inc.
		(865) 966-2000

		Edward McCarthy
		D.F. King & Co.
		(212) 493-6952

GF ACQUISITION CORP. COMPLETES CASH TENDER OFFER FOR SHARES OF
GOODY’S FAMILY CLOTHING, INC.

New York, New York and Knoxville, Tennessee (December 27, 2005) — GF Acquisition Corp. and Goody’s Family Clothing, Inc. (Nasdaq:GDYS) announced today the final results of the cash tender offer by GF Acquisition Corp., an affiliate of Prentice Capital Management, LP and GMM Capital LLC, for the outstanding shares of common stock of Goody’s at $9.60 net per share in cash, without interest. The tender offer expired, as extended, at 8:00 a.m., New York City time, on Tuesday, December 27, 2005. Based on information provided by Computershare Shareholder Services, Inc., the depositary for the offer, a total of 30,362,748 shares, representing approximately 89.3% of the outstanding common stock of Goody’s, were validly tendered prior to the expiration of the offer and not withdrawn as of 8:00 a.m. on December 27, 2005. Together with shares contributed by Prentice, GF Acquisition Corp., an affiliate of Prentice and GMM, now owns an aggregate of 32,442,848 shares, representing 95.4% of the outstanding common stock of Goody’s. All such shares have been accepted for purchase in accordance with the terms of the offer and payment for the validly tendered shares will be paid promptly.

In accordance with the terms of the Acquisition Agreement and Agreement and Plan of Merger, dated as of October 27, 2005, among Goody’s, Goody’s Holdings, Inc. and GF Acquisition Corp., GF Acquisition Corp. intends to consummate a short-form merger of GF Acquisition Corp. and Goody’s on or after January 27, 2006, without a meeting of the shareholders of Goody’s, in accordance with the Tennessee short-form merger statute. As a result of the merger, each remaining outstanding share of Goody’s common stock (other than shares held by GF Acquisition Corp. and its affiliates) will be converted into the right to receive $9.60 per share, in cash, without interest.

Goody’s also announced that, in connection with the consummation of the tender offer and upon the deposit of the payment for the shares with the depositary, Robert M. Goodfriend is resigning from his positions as chairman of the Board, director and chief executive officer of Goody’s, and Cheryl L. Turnbull, one of the four independent directors, is resigning from her position as a director of the Company. Isaac Dabah, a principal of GMM Capital, is becoming a director of Goody’s and will serve as the chairman of the board. In addition, Michael Zimmerman, Itzhak Weinstock and Gina Milanese are being added to the board of directors of Goody’s and shall serve, together with the remaining three independent directors until the consummation of the merger, in accordance with the Merger Agreement. This change in a majority of the constituency of the board was previously disclosed as set forth in the Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, which was mailed to each shareholder as part of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9, filed with the Securities and Exchange Commission on November 10, 2005.

-MORE-

GF Acquisition Corp. Completes Tender Offer
Page 2
December 27, 2005

Mr. Goodfriend stated, “I am pleased that this transaction was completed and that excellent value has been delivered to our shareholders. Prentice Capital and GMM Capital are fine organizations with proven track records, and I am confident we are leaving our franchise in good hands.”

Michael Zimmerman of Prentice Capital Management said, “We are excited to have completed the first step in our acquisition of Goody’s. We look forward to working with the customers, associates and suppliers of Goody’s in building upon the rich Goody’s history and tradition.”

Goody’s, headquartered in Knoxville, Tennessee, is a retailer of moderately priced family apparel, and with the temporary closure of one store due to hurricane damage, currently operates 381 stores in the 21 states of Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia and West Virginia.

GF Acquisition Corp., a Tennessee corporation, is a wholly owned subsidiary of Goody’s Holdings, Inc., a Delaware corporation. GF Acquisition Corp. and Goody’s Holdings, Inc. were formed for the purpose of entering into a business combination transaction with Goody’s and have not carried on any activities other than in connection with the tender offer. Goody’s Holdings, Inc. is a privately held company owned by GMM Capital LLC and PGDYS LLC. Prentice Capital Management, LP is the managing member of PGDYS LLC.

This press release contains certain forward-looking statements which are based upon current expectations and these statements involve material risks and uncertainties including that the conditions precedent to the consummation of the Merger between GF Acquisition Corp. and Goody’s are not satisfied or waived. Readers are cautioned that any such forward-looking statement is not a guarantee of future results and involves risks and uncertainties, and that actual results and outcomes may differ materially from those projected in the forward-looking statements. Goody’s does not undertake to publicly update or revise its forward-looking statements even if future changes make it clear that any projected results or outcomes expressed or implied therein will not be realized.

-END-

GRAPHIC 3 y15921ay1592100.gif GRAPHIC begin 644 y15921ay1592100.gif M1TE&.#EAZ0`N`'<`,B'_"TU33T9&24-%.2XP#0````%S4D="`*[.'.D`(?\+ M35-/1D9)0T4Y+C`7````"VUS3U!-4T]&1DE#13DN,$(\I/4`(?\+35-/1D9) M0T4Y+C`5````"7!(67,```[3```/$@%=6#26`"P`````Z0`N`(J\BJM<]E?*AYC;1] MD;;%S-WPF$EB>J82.GK,TN(4/'P8 M/WZTOM4U58Z)FKV%F+KFZ?"MMM&"E;E!7I3$R=[CY>Y,99G>X>S=X>OVS:<: M0'])99G]^?197I,;W M^/FXPM:$E[K-U..!DK@5.'[6V^<\6I+NABFEL,R.H<#R]/>*8X5Y`P M48LQ4(S3U^55;J#8W.A%8Y>RO=/]^OC/U>.KM=$]7)/:X.GT]?@T4H_S]/80 M.'G:W.@0.7KCY^Z,GA/P\?;P\/7)SN%@=:7:W^K6W.?Y^?N'EKSN>Q3TOXX/ M-WG[_/R0G[^(F[OK[/23I,(P3HW/T^14<)\1.GHX5XX1.7K8WNJTN]4^69,7 M/GX2/'P2.GP4/'O___X6/GW__OZMML_^_?[^_O_O\?;EY_#^___V]?GO\O6\ MPM@W69`V5X\5/7R;J,BWOM`_PCC>7J,C?X^ON@!V-FK_Q M\O;[].Q=K MN,^FL\SU]_F2H,#8W.K#R=SR\?=(9)C:W>G8V^@Y68\7/GW____^_OX(_P#] M"1Q(L.!`5S)T8'HA0IF(%R\^_:$@0\$=@Q@S%J11AL@?;0P=*EM`C(T,5THT MJEP)208%3`M$/L3TAXB\*RMS#KSC*EL9&3*@4!!*@0@V>1=U*EW*M*G**T06 M-'RA3!E$B`^SBA"Q@$(9&D[]*9'Q:>O#JQ"K6MWZP@"DL`8A49#*D"K:M0Q% M8)*1U."=3]HD_AE,F)@VF2(=2K7JT.P?O@.OL-&KC1CARY>)?8+Y*99&2#`K M8\Z\6<1;N`7O4-A:=0$;;*YHW+F330:QLS&K;M4!5FFLR;BK8J)H1H9'J;D= M?L*&6ES9JE<7Z(`BPPP1"L3N/F33-W69U0*XBO]/WA4;I%A79KN29^,/KJ0$@+I)]9@K&2GQW2=7;04%BQFY)`EWQ1Z"T4CRI6AD;8(*F;#*>$ M9:-N.!*3:4%*K*;,D=8Z=0>;X+;J#R2(WKL5!;3J!,EA#C$K$!"UP-'-PW#4 MTA04G0I``5P$W"85$1G=03&XGX@;%A2G"B#/L0(=?"H1*#-U1Z)5$4POI]1R M#!>VB77R1U+9:"-L>"*D2E"[.9TA0S:5B7`K*@9 MW=#%!D%5M6)"HZ8$OULR*=`=F+`JI4#8=#I2OK5"4357<`]$=$XTV`M?4C3? M_^N0S`8=>[=`Y$[8URA-,[&TX@\+H=,PEN*X@,AA?;D?K>GB6C=<=]PZTE9_ M*$(0&VT*0#E?MC>)U8._A3MW8B, MIS@XY*1O4)J42EKFCVR$"WI$J-J1PM:4_'UK?A>YPVVL-B'18>1N42,:T:(V M$`OFR&+QZU3LUB80#JAK*ZQ+%@F)P:3!S8MHKBC+)_\(4!!-=",<"V3@PPCH MC_4-!!+NLQ(-:Y6@^@V)?YUXGD&B-2\G@D]$RNB=/RA`0H<,@R!,1,T5LO0H M$6CC-*[[&OTPPL*!U-$@-&##UT2P,[:I*XROZ`WP&G*Z2!RQ&\53W`160L87 M$G&``TFC/R0I26!]P@8$X<`;_-8_G7@QDJD9H<`H%*$(&B13DO1B%PL".4XJ M@VNNB^(,!_))@J`2(UJ;7]@2!*XWD&AAK2-(^'K7LAXXS&F(?%@MHD8K5_3I M40O(2"V]Q#5_*$('>Z2008B6J>7-JY(&:22XW'.JNJVOF[1LHBV[5J4M722. M*;*B0%9)02\&,8K+BM,:&X+_HPF9S2"**$L?,9+`IC4-8BOYT@MU<,IY1D:= MZ%1G0=+SQ"H!#7>>="A$YU,0;#RG3VUR2#:86"(GFE0CG$K4`IBSJ:W@2!M6 MC)XT)5J06^@MC-I,&1;]Y44#GLZ.!77:!)PPP4]`2@`"(-4DF4+!@LA@DR2$ MV]TBVE"5$`!14;2:<@0)O70N[UCHQ!,]VJ8Z/ETLCOW\Q!DSNL[U4>U42DU= M)T%I23&J!`@]F,`$(M$#.2$IBO\,IA=;!DXJ[JF?2:UJ.L5"TZ8*Y%L@957! M=.)8?UQ!6R#]0Q-?-Q)YKK.AGSQ8ISH!.(&`!UX<'(@>!]H4JA*D;3"+YF>G MZ(_._^&*AS.=)B0+0H'(EFNN&L%39;N6'(<0P[+R4\Y:EZI1QM(TF`2QK<#X M^,BS98F$G_CGEQ806*>4CR"\A-YU;M?TML&"6&][U0VB+PL[+U?8@`T0M@$VT./: MT.H'"&]S')Z4*Q&@K\\_U6,M<@>1M)'^``AO^$(%#$<&92@8V:R6X:Z) M^)85]B(427B[R>*X*8=RFRLAP4)OHO',1OX2RV^H$L;NZL"W6GSN8I^;J6-Y"'+XK&9S5V+BC:Y/ M'CZ+K+"XJU@OH]G1FUMD*Y(YH+D@&\7GG,48.57_P)4;FQ:9/T&I3 M_4R*)$DGL/"P825F7K1*7.&V2/EG?9Y6B@[+!2D!ZE9Y&\4($R/PZ@6\Q;]P M'EKW3.V/#.8HBQDYL%H$H"()7A'<:G:(H<>-88)\5['3!">D'W6[I3!1N-#- M9$S*]3,!!':XW";(M-0B:KW5.+>*3KA`O#VH5OOC?"7[IR1E`%R,W*JZ!"%C M&Z]FD#1Z"$^GF,T51MYQ8!G)(43_+A$!\Y<1%MJ0GRG>RLDX>M]H%^05U;X# M$+`=MA:#5M''8CB.>C=9)7Q0`+U[]Z(=)0+N=2QH&*$92,>K+R(L^1,ZT`%F M*/"6>[;Q#QBG[<*/VB81^)BN:2RLNP6^JATBE]0VYO#/4\,&J#:&6_C-+X]% M$'8GDJPAV)@F%.(ND&R$5``E90J"0DI:RYY6=?6M-$V7I_;1M9/Q"IOIY*7= MM<149;RWP/:YTNA:=.J6=O,5`=XS-FT^<3G-Y=<*! M8NN*"':_E^PTLLKF?L\O-^IUK_FH\IHV]]Z[_1=FW??K&@/7AK$GM13+_9.NE;`GK;T7 MOEH9W65S^;=_"N4W`L`Q,Q8Y)I,3Q:=1:50&[:0D$I=QK^9LBG8%Z<=]'=(H M/W,OFA5]2T%6NJ$K7@9$*/-)Z(2!N*)--@5^I09, MF4(]V3<0P)`#55)>')=414P*,=5^79C5+@3410O[9*`CY)M3H$RWX=/78@1 M9"0>IB%W!@%D)#0AD"!3@>,Y5N-OB[4$8)J_E`&,)&C?LNR$MD06:^D%%;83O(7&:TG:NPW:_YP1R135GD89I!26F'A(06AB.>H*VQ35@DS6ZNT8=L7'IG':SFR5B6F?W'F?1^D'&%C?5MBBLXW M35%3@BAW@I)7*UF2&YP0@`)9(QDH`ICT&4@U;D['><]51U=H*;\8&6NV`*E2 MC8J62L^%(;JA#!52!?Q30DRA=EMF@)+_EH`&6%\"6(PMHE#*XG`9AXR!E4;# MX&G8`D`X44M2AWOUTVB?56&)N(CT""R9R$<25'H907%\4B4<4$>5R&\_V5JA&F:AXD1B>D0@;849?";7I:4)(22#6)ZXTE%_-25PS=1 M'_,H(2:8-C4%`PZ,1"JJ@6OM0@2QD9G]`)\I!V!G%HG2`Z5T``[YE2 M?A.8)S4TPS!"MJD1O((K;"">3Q%?\/)+3^$H*8:BG2EPO/)".>@7`=H0?[!6 MDM142D`D;O,F(!AU)&1*&E$6N9<192("0T($QB&+\<@_74%X@$B.1;*C`E1) M4-%.7/$*1UER9R,#W#E.`F0A;%!GGT`$=^`?+7,%\C`7+R0#9FB2,+=0'#`I M\T*.QX&#,G"""TE3KD"=6O4W7E8X]%,PZ76+$8`-2`HWX*0$$)0$E>P M'E'A-MK)>>GI2H.B#44A`]A0'%`0(JQ!+5P';'YA`W\D+,JQ@2)6B_WC'TR4 MG4UG64#!!O(@E)'!`6TG$V9QK2_T!W$*DGGG#S0@*.#R(S_B>4IRG4HA#UUZ M*M=J%IQT@-TU-6R0:?YW>)[7&"-!%0M0$X1W9NL3"S)@`&4A9L_TDB7!HOM# M3ES!(=A`K0Y!C]@P(Q1@K@:1#1!"JYRT`(V:@FF&2U!0K?0J`#H@)AH!H=W" M`8>68@:((XWZ%!QP%,/@"C#K"A(@LS0;LY!AL![R(`]E(`_#(`_9<+,LUZT2 M10#84`9E\+,QF[1)F[/R@`W8@"=I=`?8@!U'PB`%`0GBX)U/X0IEP`$RX+4< D@!1BUS7K`;9?BPW#<*FSDPVY6AQ>*P^0$+1C.[=TZQ0!`0`[ ` end