-----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, QDQ3mlMAjER+YUYXfqVO29jmQ2mLYAuOIWxbYV7RAbOCfPftapRIuBKJAU+o13S8 bMZTnhT4P3fRm3bbIc3L5g== 0000889812-99-000513.txt : 19990215 0000889812-99-000513.hdr.sgml : 19990215 ACCESSION NUMBER: 0000889812-99-000513 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GIBRALTAR PACKAGING GROUP INC CENTRAL INDEX KEY: 0000882830 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 470496290 STATE OF INCORPORATION: DE FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43376 FILM NUMBER: 99534794 BUSINESS ADDRESS: STREET 1: 274 RIVERSIDE AVE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032270400 MAIL ADDRESS: STREET 1: 274 RIVERSIDE AVE CITY: WESTPORT STATE: CT ZIP: 06880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE VENTURE CAPITAL ASSOCIATES L P CENTRAL INDEX KEY: 0001015240 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 380 MADISON AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126223100 MAIL ADDRESS: STREET 1: 380 MADISON AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 AMENDMENT NO. 4 TO STATEMENT OF BENEFICIAL OWNERSHIP OMB APPROVAL ----------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response .... 14.90 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 ) * ----- GIBRALTAR PACKAGING GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 374758-100 - -------------------------------------------------------------------------------- (Cusip Number) Harvey M. Eisenberg, Esq. O'Sullivan, Graev & Karabell, LLP 30 Rockefeller Plaza 41st Floor New York, New York 10112 (212) 408-2400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 1999 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. Note: Schedule filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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). Page 1 of 12 Pages SCHEDULE 13D CUSIP No. 374758-100 Page 2 of 12 Pages ------------------------- --- --- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chase Venture Capital Associates, L.P. 13-337-6808 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* SC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e). |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION California 7 SOLE VOTING POWER NUMBER OF 221,739 SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 221,739 PERSON 10 SHARED DISPOSITIVE POWER WITH -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 221,739 12 CHECK THE BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% 14 TYPE OF REPORTING PERSON* PN Page 2 of 12 Pages SCHEDULE 13D Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 Preliminary Note - ---------------- All information set forth herein has been adjusted to reflect a reduction in the number of shares held by the reporting person and a change in the name and address of the reporting person. Item 1. Security and Issuer. ------------------------------- The name of the issuer is Gibraltar Packaging Group, Inc. (hereinafter referred to as the "Issuer"). The address of the Issuer's principal executive offices is 200 Summit Avenue, Hastings, NE 68901. This statement relates to the Issuer's Common Stock, $.01 par value (the "Common Stock"). Item 2. Identity and Background. - -------------------------------- The response to Item 2 is amended in its entirety to read as follows: This statement is being filed by Chase Venture Capital Associates, L.P. (hereinafter referred to as "CVCA"), whose principal business office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017. The general partner of CVCA is Chase Capital Partners, a New York general partnership ("CCP"), whose principal business office is located at the same address as CVCA. Set forth below are the names of each general partner of CCP who is a natural person. Each such general partner is a U.S. citizen, whose principal occupation is general partner of CCP and whose principal business office address (except for Mr. Soghikian) is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017. John R. Baron Christopher C. Behrens Mitchell J. Blutt, M.D. Arnold L. Chavkin I. Robert Greene Michael R. Hannon Donald J. Hofmann Stephen P. Murray John M. B. O'Connor Brian J. Richmand Shahan D. Soghikian Jonas Steinman Jeffrey C. Walker Damion E. Wicker, M.D. Mr. Soghikian's principal business office address is c/o Chase Capital Partners, 50 California Street, Suite 2940, San Francisco CA 94111. Jeffrey C. Walker is the managing general partner of CCP. The remaining general partners of CCP are Chase Capital Corporation, a New York corporation ("Chase Capital"), CCP Principals, L.P., a Delaware limited partnership ("Principals") and CCP European Principals, L.P., a Delaware limited partnership ("European Principals"), each of whose principal business office is located at the same address as CVCA. Chase Capital is a wholly owned subsidiary of The Chase Manhattan Corporation, a Delaware corporation. The general partner of each of Principals and European Principals is Chase Capital. Set forth in Schedule A hereto and incorporated herein by reference are the names, business addresses, principal occupations or employments of each executive officer of Chase Capital, each of whom is a U.S. citizen. The Chase Manhattan Corporation ("Chase") is a Delaware corporation engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth Page 3 of 12 Pages SCHEDULE 13D Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 in Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of Chase, each of whom is a U.S. citizen. To CVCA's knowledge, the response to Items 2(d) and (e) of Schedule 13D is negative with respect to CVCA and all persons regarding whom information is required hereunder by virtue of CVCA's response to Item 2. Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D Statement require that, in addition to CVCA, the information called for therein should be given with respect to each of the persons listed in this Item 2, including CCP, CCP's individual general partners, Chase Capital, Chase Capital's executive officers and directors, Principals, and Principals' controlling partner, European Principals and European Principals' controlling partner, Chase and Chase's executive officers and directors, the information provided in Items 3-6 with respect to CVCA should also be considered fully responsive with respect to the aforementioned persons who have no separate interests in the Issuer's Common Stock which is required to be reported thereunder. Although the definition of "beneficial ownership" in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), might also be deemed to constitute these persons beneficial owners of the Issuer's Common Stock acquired by CVCA, neither the filing of this statement nor any of its contents shall be deemed an admission that any of such persons is a beneficial owner of the Issuer's Common Stock acquired by CVCA or a member of a group together with CVCA either for the purpose of Schedule 13D of the Exchange Act or for any other purpose with respect to the Issuer's Common Stock. Item 3. Source and Amount of Funds or Other Consideration. Method of Acquisition On April 28, 1993, CVCA, the Issuer, Niemand Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Issuer ("Acquisition"), Niemand Holdings, Inc., a Delaware corporation ("Holdings"), Niemand Industries, Inc., a Delaware corporation ("Neimand"), Dale Flanagan ("Flanagan"), Don Geerdes ("Geerdes"), Marianne Hendrix ("Hendrix"), John F. Kirtley ("Kirtley"), P. Jeffrey Leck ("Leck"), Glenn Oken ("Oken"), Margit M. Perullo ("M. Perullo"), Ralph F. Perullo ("R. Perullo"), Fred Shackelford ("Shackelford"), The Ralph F. Perullo Deferred Compensation Trust, Jack D. Garamella, Trustee (the "R. Perullo Trust"), The Margit Perullo Irrevocable Trust, Jack D. Garamella and Ralph F. Perullo, Trustees (the "M. Perullo Trust"), William E. Myers ("Myers"), Brian E. Sanderson ("Sanderson"), William J. Kidd ("Kidd"), Kurt L. Kamm ("Kamm") and Edward Mandel ("Mandel") entered into an Agreement and Plan of Reorganization (the "Plan"). A copy of the Plan is filed as Exhibit 1 hereto. The primary purpose of the Plan was to sell Niemand to the Issuer in consideration for cash and shares of Common Stock of the Issuer. Immediately after the merger provided for in the Plan, Niemand became an indirect, wholly-owned subsidiary of the Issuer. Pursuant to the Plan, upon filing the Certificate of Merger with the Delaware Secretary of State (the "Effective Time"), Holdings would be merged with and into Acquisition and, among other things, each share of Class A Common Stock, par value $.01 per share (the "Class A"), of Holdings would be converted into the right to receive, and become exchangeable for, 20.719108 shares of the Issuer's Common Stock and a certain amount of cash. The Certificate of Merger was filed April 28, 1993, at which time CVCA's shares of Class A were converted into the right to receive, and became exchangeable for, 274,739 shares of the Issuer's Common Stock and cash under the terms of the Plan. CVCA's original cost basis for its shares of Class A, which were acquired by it in two purchases on May 30, 1991 and December 11, 1991, respectively, is $3,236,874.05. The funds used by CVCA to acquire the Class A were from its contributed capital. Disclaimer of Group Status As noted above, Flanagan, Geerdes, Hendrix, Kirtley, Leck, Oken, M. Perullo, R. Perullo, Shackelford, The R. Perullo Trust, the M. Perullo Trust, Myers, Sanderson, Kidd, Kamm and Mandel (collectively, the "Other Shareholders") together with CVCA were parties to the Plan. They each received the Issuer's Common Stock upon consummation of the transactions contemplated by the Plan. In addition, in connection with the Plan and the closing of the transactions contemplated thereby, CVCA entered into certain agreements with the Issuer as well as with the Other Shareholders. The terms of these agreements provide generally that CVCA and the Other Shareholders agree to certain restrictions on the Page 4 of 12 Pages SCHEDULE 13D Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 transferability of the stockholdings and that the Issuer agrees with CVCA and the Other Shareholders to provide certain rights of registration under the Securities Act of 1993 as amended (the "1993 Act"), with respect to their stockholdings. Prior to execution of the Plan, CVCA had no contractual or other relationship with the Other Shareholders or others with respect to beneficial ownership of the Issuer's Common Stock. CVCA disclaims that it is member of a group with any other persons either for purposes of this Schedule 13D or for any other purpose related to its beneficial ownership of the Issuer's securities. Item 4. Purpose of Transaction. The acquisition of the Issuer's equity securities has been made by CVCA for investment purposes. Although CVCA has no present intention to do so, CVCA may make additional purchases of Common Stock either in the open market or in privately negotiated transactions, including transactions with the Issuer, depending on an evaluation of the Issuer's business prospects and financial condition, the market for the Common Stock, other available investment opportunities, money and stock market conditions and other future developments. Depending on these factors, CVCA may decide to sell all or part of its holdings of the Issuer's Common Stock in one or more public or private transactions. The Merger. Pursuant to the Plan, Holdings was merged with and into Acquisition, a newly created and wholly-owned subsidiary of the Issuer; Acquisition survived the merger. Board Visitation. In connection with the transactions contemplated by the Plan, The Issuer granted CVCA the right to have its designee attend meetings of the Issuer's Board of Directors and to receive documents related thereto (see Exhibit 2 hereto). CVCA's initial designee is P. Jeffrey Leck. The Issuer's agreement with CVCA includes customary confidentiality provisions and will remain in effect until CVCA ceases to hold at least 25% of the Common Stock it received under the Plan. Except as set forth in this Item 4, CVCA has no present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, CVCA reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Issuer's Common Stock to cease to be listed on the NASDAQ National Market System or causing Common Stock to become eligible for termination of registration under Section 12(g) of the Exchange Act. Item 5 Interest in Securities of the Issuer. The response to Item 5 is amended in its entirety to read as follows: As of December 31, 1998, CVCA is deemed to be the beneficial owner of 221,739 shares of the Issuer's Common Stock. CVCA's deemed beneficial ownership represents 4.4% of the Common Stock. CVCA has sole voting power and dispositive power with respect to its shares of Common Stock. During the months of June, 1998 through December, 1998, CVCA sold the following shares of Common Stock in open market transactions: DATE NUMBER OF SHARES PRICE PER SHARE 6/5/98 5,000 $2.3750 Page 5 of 12 Pages SCHEDULE 13D Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 6/5/98 3,000 $2.7500 6/17/98 5,000 $2.7500 7/30/98 6,000 $2.5000 10/19/98 5,000 $1.1250 10/26/98 16,000 $1.0000 12/17/98 2,000 $1.2500 12/18/98 2,000 $1.3125 12/18/98 9,000 $1.2500 As a result of the above-listed sales of the Issuer's Common Stock held by CVCA, CVCA is now below the reporting threshold. Except as reported in Item 6 below and incorporated herein by reference, there have been no transactions in the Common Stock during the past sixty days which are required to be reported in this Statement. No person other than CVCA has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Common Stock owned beneficially by CVCA. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Reference is made to the information disclosed under Items 3 and 4 of this Statement which is incorporated by reference in response to this Item. In addition to such information, the following contracts, arrangements, understandings or relationships are reported hereunder. (a) Registration Agreement. Pursuant to Section 4.02(b) of the Plan, the Issuer entered into a Registration Rights Agreement dated as of April 28, 1993 (the "Registration Agreement") (see Exhibit 3 hereto) with CVCA and the Other Shareholders. The Registration Agreement permits holders of a majority of the Common Stock to demand that the Issuer include their holdings of a majority of the Common Stock to demand that the Issuer include their holdings in one registration under the 1933 Act on Form S-1 or Form S-2 (or any successor form) and up to three registrations under the 1933 Act of Form S-3 (or any successor form). These parties are also granted certain "Piggy-back" rights to participate in certain registration statements filed by the Issuer. The Issuer agreed to pay all costs and expenses of all registrations under the Registration Agreement. The Registration Agreement also contains customary terms and conditions with respect to hold back of shares from public sale or distribution, selection of underwriters and indemnification. (b) Agreement Among Shareholders. CVCA and the Other Shareholders agreed not to dispose of the Common Stock received pursuant to the Plan for a period of two years without having obtained an opinion of counsel regarding certain federal tax implications of the transfer pursuant to an Agreement Among Shareholders dated as of April 28,1993 (see Exhibit 4 hereto). CVCA and the Other Shareholders further agreed to provide notice of any proposed transfer. Page 6 of 12 Pages SCHEDULE 13D Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 Item 7. Material to be Filed as Exhibits. *1. Agreement and Plan of Reorganization, dated as of April 28, 1993, among the Issuer, Acquisition, Holdings, Niemand, CVCA and the Other Shareholders (without Exhibits or Appendices). *2. Letter Agreement, dated April 28, 1993, between the Issuer and CVCA. *3. Registration Rights Agreement, dated as of April 28, 1993, among the Issuer, CVCA and the Other Shareholders. *4. Agreement Among Shareholders, dated as of April 28, 1993, among CVCA and the Other Shareholders. SCHEDULE A Item 2 information for executive officers and directors of Chase Capital. SCHEDULE B Item 2 information for executive officers and directors of Chase. * Filed previously Page 7 of 12 Pages SCHEDULE 13D Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 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. Date: February 12, 1999 CHASE VENTURE CAPITAL ASSOCIATES, L.P. By: CHASE CAPITAL PARTNERS, its General Partner By:/s/ Jeffrey C. Walker --------------------- Name: Jeffrey C. Walker Title: Managing General Partner Page 8 of 12 Pages SCHEDULE 13D Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 SCHEDULE A ---------- CHASE CAPITAL CORPORATION ------------------------- Executive Officers ------------------ Name ---- Chairman & Chief Executive Officer William B. Harrison, Jr.* President Jeffrey C. Walker** Executive Vice President Mitchell J. Blutt, M.D.** Vice President & Secretary Gregory Meridith* Vice President George E. Kelts** Assistant Secretary Robert C. Carroll* Directors --------- William B. Harrison, Jr.* Jeffrey C. Walker** - -------------------- * Principal occupation is employee and/or officer of Chase. Business address is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee of Chase and/or general partner of Chase Capital Partners. Business address is c/o CCP, 380 Madison Avenue, 12th Floor, New York, NY 10017. Page 9 of 12 Pages SCHEDULE 13D Name: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 SCHEDULE B ---------- THE CHASE MANHATTAN CORPORATION ------------------------------- Executive Officers* ------------------ Walter V. Shipley, Chairman of the Board Thomas G. Labrecque, President William B. Harrison, Jr., Vice Chairman of the Board Donald L. Boudreau, Vice Chairman of the Board Marc Shapiro, Vice Chairman of the Board Joseph G. Sponholz, Vice Chairman of the Board John J. Farrell, Director, Human Resources Frederick W. Hill, Director Corporate Marketing and Communication William H. McDavid, General Counsel Directors** --------- Principal Occupation or Employment; Name Business or Residence Address - ---- ----------------------------- Hans W. Becherer Chairman of the Board Chief Executive Officer Deere & Company 8601 John Deere Road Moline, IL 61265 Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, NY 10019 - ---------------- * Principal occupation is executive officer and/or employee of The Chase Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017. Each executive officer of Chase is a U.S. citizen. ** Each of the persons named below is a citizen of the United States of America. Page 10 of 12 Pages SCHEDULE 13D Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 Principal Occupation or Employment; Name Business or Residence Address - ---- ----------------------------- Susan V. Berresford President The Ford Foundation 320 East 43rd Street New York, New York 10017 M. Anthony Burns Chairman, President and CEO Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, FL 33166 H. Laurance Fuller Chairman of the Board and Chief Executive Officer Amoco Corporation 200 East Randolph Drive Chicago, IL 60601 Melvin R. Goodes Chairman of the Board and Chief Executive Officer Warner-Lambert Company 201 Tabor Road Morris Plains, NJ 07950 William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 8260 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, VA 22031 George V. Grune Chairman of the Board and Chief Executive Officer The Reader's Digest Association, Inc. Chairman of the Board The DeWitt Wallace-Reader's Digest Fund Lila Wallace-Reader's Digest Fund Reader's Digest Road Pleasantville, NY 10570 William B. Harrison, Jr. Vice Chairman of the Board The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 Harold S. Hook Retired Chairman of the Board American General Corporation 2929 Allen Parkway Houston, TX 77019 Page 11 of 12 Pages SCHEDULE 13D Issuer: Gibraltar Packaging Group, Inc. CUSIP Number: 374758-100 Principal Occupation or Employment; Name Business or Residence Address - ---- ----------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue - Room 29-72 New York, NY 10022 Thomas G. Labrecque President The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 Henry B. Schacht Retired Chairman of the Board and Chief Executive Officer Lucent Technologies, Inc. 600 Mountain Avenue - Room 6A511 Murray Hill, NJ 07974 Walter V. Shipley Chairman of the Board The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 Andrew C. Sigler Retired Chairman of the Board and Chief Executive Officer Champion International Corporation 1 Champion Plaza Stamford, CT 06921 John R. Stafford Chairman, President and Chief Executive Officer American Home Products Corporation Five Giralda Farms Madison, NJ 07940 Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220 Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----