-----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, A3SbK7stJr1Yrx0WZXHNyRsQ/ewqD+Uop6/FXWXVoQvkJb6P9fqlVa6GLHGkdABO xaQXwm2ABopmdgX4lqasfg== 0000928385-02-002872.txt : 20020819 0000928385-02-002872.hdr.sgml : 20020819 20020819171551 ACCESSION NUMBER: 0000928385-02-002872 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020819 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOHEGAN TRIBAL GAMING AUTHORITY CENTRAL INDEX KEY: 0001005276 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 061436334 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-80655 FILM NUMBER: 02743014 BUSINESS ADDRESS: STREET 1: 27 CHURCH LANE CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 2038480545 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2002 Mohegan Tribal Gaming Authority ------------------------------------------------ (Exact name of registrant as specified in its charter) Connecticut 033-80655 06-1436334 - --------------------------------- --------------- --------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation or organization) File No.) Identification No.) One Mohegan Sun Boulevard Uncasville, CT 06382 ---------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (860) 862-8000 -------------- Item 5. Other Events. The Mohegan Tribal Gaming Authority (the "Authority") issued a press release today, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that it will file with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002, which will contain revised financial information as compared to the information that was included in the press release issued by the Authority on July 26, 2002. During the preparation of the Form 10-Q for the quarterly period ended June 30, 2002, the Authority reviewed its capitalized interest calculation for the major expansion of Mohegan Sun, known as Project Sunburst, and determined that capitalized interest for this project was understated, and interest expense was overstated, for the fiscal year ended September 30, 2001 and capitalized interest was overstated, and interest expense was understated, for the nine months ended June 30, 2002. In its press release, the Authority also announced that, as a result of this determination, the Authority intends to restate its financial statements for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001 and March 31, 2002 and for the fiscal year ended September 30, 2001 to reflect the anticipated corrections to capitalized interest and interest expense during these periods. The net effect of the restatements increases the Authority's net income by $13.2 million for the fiscal year ended September 30, 2001 and reduces the Authority's net income by $8.4 million for the nine months ended June 30, 2002. The restatements are non-cash adjustments that do not affect EBITDA or adjusted EBITDA and thus have no impact on leverage or fixed charge calculations relevant to compliance with covenants contained in the Authority's $400 million reducing, revolving, secured credit facility with a syndicate of lenders led by Bank of America N.A. (formerly known as Bank of America National Trust and Savings Association) (the "Bank Credit Facility") and related documents thereto, and the indentures related to the Authority's (i) $200 million Senior Notes with fixed interest payable at a rate of 8.125% per annum issued March 3, 1999; (ii) $300 million Senior Subordinated Notes with fixed interest payable at a rate of 8.75% per annum issued March 3, 1999; (iii) $150 million Senior Subordinated Notes with fixed interest payable at a rate of 8.375% per annum issued July 26, 2001 and (iv) $250 million Senior Subordinated Notes with fixed interest payable at a rate of 8% per annum issued February 20, 2002. In addition, the Authority also has reclassified certain other costs, expenses, and balances in the financial statements. However, these reclassifications have no effect on the Authority's net income. Such adjustment impacted the Authority's cash flow statement presentation between operating and investing activities. Revised financial information that reflects the anticipated effect of the restatements for these periods is included in the Form 10-Q for the quarterly period ended June 30, 2002. The Authority expects to file amended Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001, March 31, 2002 and June 30, 2002 and an amended Annual Report on Form 10-K for the fiscal year ended September 30, 2001 once the Authority's independent accountants complete their audit of the restated financial statements for the fiscal year ended September 30, 2001, their reviews of the restated financial statements for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001, March 31, 2002 and their review of the amended financial statements for the quarterly period ended June 30, 2002. The Authority also announced that it had received the consent of its requisite lenders to Amendment No. 5 to the Bank Credit Facility (the "Amendment") on August 14, 2002. The Amendment (i) expanded the definition of "approved swap agreements" and increased the amount of approved swap agreements and other swap agreements that may be used to secure other indebtedness of the Authority from the notional amount of $200 million to the notional amount of $300 million and (ii) waived, for a period of 90 days from the date of the Amendment, (a) the delivery of audited financial statements for the fiscal year ended September 30, 2001 and reviewed financial statements for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001 and March 31, 2002, (b) the requirement to file amended Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001 and March 31, 2002 and an amended Annual Report on Form 10-K for the fiscal year ended September 30, 2001, (c) any defaults which may have arisen by reason of any of the restatements in the financial statements which are described above in this Current Report on Form 8-K and (d) any resulting technical non-compliance with a requirement of law. A copy of the Amendment is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Some information included in this Current Report on Form 8-K and other materials filed by the Authority with the Securities and Exchange Commission contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can sometimes be identified by our use of forward-looking words such as "may," "will," "anticipate," "estimate," "expect," or "intend" and similar expressions. Similarly, these statements include information relating to plans for future expansion and other business development activities, as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Authority. These risks and uncertainties include, but are not limited to, those relating to development and construction activities, dependence on existing management, leverage and debt service, domestic or global economic conditions, pending litigation, changes in federal tax laws or the administration of such laws and changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions). Additional information concerning potential factors that could affect the Authority's financial results are included in the Authority's Form 10-K for the fiscal year ended September 30, 2001 and the Registrant's other periodic filings and reports with the Securities and Exchange Commission. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date of this report. The Authority does not have and does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. The Authority cannot assure you that projected results or events will be achieved. Item 7. Financial Statements and Exhibits. (c) Exhibits. The Exhibit Index filed herewith is incorporated herein by reference. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MOHEGAN TRIBAL GAMING AUTHORITY Date: August 19, 2002 By: /s/ Mark Brown --------------------------------- Mark Brown Chairman, Management Board EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated August 19, 2002. 99.2 Amendment No. 5 to Loan Agreement. EX-99.1 3 dex991.txt PRESS RELEASE DATED 8/14/2002 Exhibit 99.1 MOHEGAN TRIBAL GAMING AUTHORITY TO FILE FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2002 Uncasville, Connecticut, August 19, 2002 - The Mohegan Tribal Gaming Authority (the "Authority"), the operator of a gaming and entertainment complex located near Uncasville, Connecticut ("Mohegan Sun"), will file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 with the Securities and Exchange Commission today. This Form 10-Q contains revised financial information as compared to the information that was included in the press release issued by the Authority on July 26, 2002. During the preparation of the Form 10-Q for the quarterly period ended June 30, 2002, the Authority reviewed its capitalized interest calculation for the major expansion of Mohegan Sun, known as Project Sunburst, and determined that capitalized interest for this project was understated, and interest expense was overstated, for the fiscal year ended September 30, 2001, and capitalized interest was overstated, and interest expense was understated, for the nine months ended June 30, 2002. As a result of this determination, the Authority intends to restate its financial statements for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001 and March 31, 2002 and for the fiscal year ended September 30, 2001 to reflect the anticipated corrections to capitalized interest and interest expense during these periods. The net effect of the restatements increases the Authority's net income by $13.2 million for the fiscal year ended September 30, 2001 and reduces the Authority's net income by $8.4 million for the nine months ended June 30, 2002. The restatements are non-cash adjustments that do not affect EBITDA or adjusted EBITDA and thus have no impact on leverage or fixed charge calculations relevant to compliance with covenants contained in the Authority's $400 million reducing, revolving, secured credit facility with a syndicate of lenders led by Bank of America N.A. (formerly known as Bank of America National Trust and Savings Association) (the "Bank Credit Facility") and related documents thereto, and the indentures related to the Authority's (i) $200 million Senior Notes with fixed interest payable at a rate of 8.125% per annum issued March 3, 1999; (ii) $300 million Senior Subordinated Notes with fixed interest payable at a rate of 8.75% per annum issued March 3, 1999; (iii) $150 million Senior Subordinated Notes with fixed interest payable at a rate of 8.375% per annum issued July 26, 2001 and (iv) $250 million Senior Subordinated Notes with fixed interest payable at a rate of 8% per annum issued February 20, 2002. In addition, the Authority also has reclassified certain other costs, expenses, and balances in the financial statements. However, these reclassifications have no effect on the Authority's net income. Such adjustment impacted the Authority's cash flow statement presentation between operating and investing activities. The Authority expects to file amended Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001, March 31, 2002 and June 30, 2002 and an amended Annual Report on Form 10-K for the fiscal year ended September 30, 2001 once the Authority's independent accountants complete their audit of the restated financial statements for the fiscal year ended September 30, 2001, their reviews of the restated financial statements for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001, March 31, 2002 and their review of the amended financial statements for the quarterly period ended June 30, 2002. The Authority also received the consent of its requisite lenders to Amendment No. 5 to the Bank Credit Facility on August 14, 2002. This amendment (i) expanded the definition of "approved swap agreements" and increased the amount of approved swap agreements and other swap agreements that may be used to secure other indebtedness of the Authority from the notional amount of $200 million to the notional amount of $300 million and (ii) waived, for a period of 90 days from the date of the Amendment, (a) the delivery of audited financial statements for the fiscal year ended September 30, 2001 and reviewed financial statements for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001 and March 31, 2002, (b) the requirement to file amended Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2000, March 31, 2001, June 30, 2001, December 31, 2001 and March 31, 2002 and an amended Annual Report on Form 10-K for the fiscal year ended September 30, 2001, (c) any defaults which may have arisen by reason of any of the restatements in the financial statements which are described above and (d) any resulting technical non-compliance with a requirement of law. About Mohegan Sun and the Authority The Mohegan Tribal Gaming Authority is an instrumentality of the Mohegan Tribe, a federally recognized Indian tribe with an approximately 405-acre reservation located in southeastern Connecticut, which has been granted the exclusive power to conduct and regulate gaming activities on the existing reservation of the Tribe located in Uncasville, Connecticut, including the operation of the Mohegan Sun, a gaming and entertainment complex that is situated on a 240-acre site on the Tribe's reservation. The Tribe's gaming operation is one of only two legally authorized gaming operations in New England offering traditional slot machines and table games. Mohegan Sun currently operates in an approximately 3.0 million square foot facility, which includes the Casino of the Earth, Casino of the Sky, the Shops at Mohegan Sun, a 10,000-seat Arena, a 300-seat Cabaret, meeting and convention space and a 1,200-room luxury hotel. More information about Mohegan Sun and the Authority can be obtained by visiting www.mohegansun.com. Special Note Regarding Forward-Looking Statements Some information included in this press release and other materials filed by the Authority with the Securities and Exchange Commission contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements can sometimes be identified by our use of forward-looking words such as "may," "will," "anticipate," "estimate," "expect," or "intend" and similar expressions. Similarly, these statements include information relating to plans for future expansion and other business development activities, as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Authority. These risks and uncertainties include, but are not limited to, those relating to development and construction activities, dependence on existing management, leverage and debt service, domestic or global economic conditions, pending litigation, changes in federal tax laws or the administration of such laws and changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions). Additional information concerning potential factors that could affect the Authority's financial results are included in the Authority's Form 10-K for the fiscal year ended September 30, 2001 and the Registrant's other periodic filings and reports with the Securities and Exchange Commission. The forward-looking statements included in this Current Report on Form 8-K are made only as of the date of this report. The Authority does not have and does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. The Authority cannot assure you that projected results or events will be achieved. Press Release Contact: Jeff Hartmann Mohegan Tribal Gaming Authority Executive Vice President, Uncasville, Connecticut Chief Financial Officer August 19, 2002 (860) 862-8000 Mohegan Tribal Gaming Authority Condensed Balance Sheets (in thousands)
Previously Reported Restated September 30, September 30, 2001* 2001 ------------------- -------------------- (unaudited) ASSETS Current assets: Total current assets $ 105,608 $ 105,608 ------------------- -------------------- Non-current assets: Property and equipment, net 935,016 935,016 Construction in process 267,653 280,832 Trademark, net 119,692 119,692 Other assets, net 24,766 24,766 ------------------- -------------------- Total assets $ 1,452,735 $ 1,465,914 =================== ==================== LIABILITIES AND CAPITAL Liabilities: Total liabilities $ 1,659,132 $ 1,659,132 ------------------- -------------------- Capital: Retained deficit (201,270) (188,091) Accumulated other comprehensive loss (5,127) (5,127) ------------------- -------------------- Total capital (206,397) (193,218) ------------------- -------------------- Total liabilities and capital $ 1,452,735 $ 1,465,914 =================== ====================
*Previously reported in Amendment No. 1 to Form S-4 filed with the SEC on May 21, 2002. Mohegan Tribal Gaming Authority Condensed Statements of Income (in thousands)
Previously Reported Restated For the Year Ended For the Year Ended September 30, 2001* September 30, 2001 ------------------- ------------------ (unaudited) Revenues: Net revenues $ 786,605 $ 786,605 ------------------- ------------------ Cost and expenses: Gaming 334,537 382,171 Food and beverage 24,447 24,447 Retail and other 32,114 19,952 General and administration 139,343 103,871 Pre-opening costs 31,344 31,344 Depreciation and amortization 34,753 30,217 Relinquishment liability reassessment (74,410) (74,410) ------------------ ------------------ Total costs and expenses 522,128 517,592 ------------------ ------------------ Income from operations 264,477 269,013 ------------------ ------------------ Other income (expense): Accretion of relinquishment liability discount (35,833) (35,833) Interest and other income 2,920 2,920 Interest expense, net of capitalized interest (25,060) (16,417) Other non-operating expense (116) (116) Change in fair value of derivative instruments (949) (949) ------------------ ------------------ (59,038) (50,395) ------------------ ------------------ Income from continuing operations 205,439 218,618 Loss from discontinued operations (591) (591) ------------------ ------------------ Net income $ 204,848 $ 218,027 ================== ==================
*Previously reported in Amendment No. 1 to Form S-4 filed with the SEC on May 21, 2002. Mohegan Tribal Gaming Authority Condensed Balance Sheets (in thousands)
Previously Reported Restated June 30, June 30, 2002* 2002 ------------------- ----------------- (unaudited) (unaudited) ASSETS Current assets: Total current assets $ 104,296 $ 104,296 Non-current assets: Property and equipment, net 1,405,374 1,409,583 Construction in process 18,944 18,944 Trademark, net 119,692 119,692 Other assets, net 26,783 27,371 ------------------- ----------------- Total assets $1,675,089 $1,679,886 =================== ================= LIABILITIES AND CAPITAL Liabilities: Total liabilities $1,858,818 $1,858,818 Capital: Retained deficit (180,208) (175,411) Accumulated other comprehensive loss (3,521) (3,521) ------------------- ----------------- Total Capital (183,729) (178,932) ------------------- ----------------- Total liabilities and capital $1,675,089 $1,679,886 =================== =================
*Previously reported in the Authority's third quarter press release dated July 26, 2002.
Mohegan Tribal Gaming Authority Condensed Statements of Income (in thousands) Previously Reported Revised Previously Reported Revised For the For the For the For the Quarter Ended Quarter Ended Nine Months Ended Nine Months Ended June 30, 2002* June 30, 2002 June 30, 2002* June 30, 2002 -------------- ------------- -------------- ------------- (unaudited) (unaudited) (unaudited) (unaudited) Revenues: Net revenues $ 263,743 $ 263,743 $ 739,901 $ 739,901 Cost and expenses: Gaming 131,787 131,787 386,518 386,518 Food and beverage 11,023 11,023 30,037 30,037 Hotel 1,392 1,392 1,392 1,392 Retail, entertainment and other 5,167 5,167 20,133 20,133 General and administration 39,068 39,068 108,007 108,007 Pre-opening costs 4,092 4,092 7,755 7,755 Depreciation and amortization 23,770 20,841 61,046 55,419 ------------- ------------- ------------- ------------- Total costs and expenses 216,299 213,370 614,888 609,261 ------------- ------------- ------------- ------------- Income from operations 47,444 50,373 125,013 130,640 ------------- ------------- ------------- ------------- Other income (expense): Accretion of relinquishment liability discount (9,083) (9,083) (27,250) (27,250) Interest and other income 95 95 335 335 Interest expense, net of capitalized interest (17,059) (23,395) (49,005) (63,014) Other non-operating expense (50) (50) (137) (137) Change in fair value of derivative instruments 23 23 18 18 ------------- ------------- ------------- ------------- (26,074) (32,410) (76,039) (90,048) ------------- ------------- ------------- ------------- Net income $ 21,370 $ 17,963 $ 48,974 $ 40,592 ============= ============= ============= =============
*Previously reported in the Authority's third quarter press release dated July 26, 2002. EX-99.2 4 dex992.txt AMND. #5 TO THE LOAN AGREEMENT 8/14/2002 Exhibit 99.2 AMENDMENT NO. 5 TO LOAN AGREEMENT --------------------------------- This Amendment No. 5 to Loan Agreement dated as of August 14, 2002 (this "Amendment") is executed with reference to the Loan Agreement dated as of March 3, 1999 (as amended, modified or supplemented prior to the date hereof, the "Loan Agreement"), among The Mohegan Tribe of Indians of Connecticut, a federally recognized Indian Tribe and Native American sovereign nation (the "Tribe"), The Mohegan Tribal Gaming Authority, a governmental instrumentality of the Tribe (the "Borrower"), the Lenders referred to therein, and Bank of America, N.A., as Administrative Agent. The parties hereby agree as follows: 1. Definitions. Capitalized terms used herein are used with the meanings set forth for those terms in the Loan Agreement. 2. Representations. Borrower represents and warrants to the Lenders that no Default or Event of Default has occurred and remains continuing. 3. Amendment to Section 1.1. The definition of "Approved Swap Agreements" contained in Section 1.1 of the Loan Agreement is hereby amended in full to read as follows: "Approved Swap Agreements" means one or more Swap Agreements between Borrower and one or more Lenders in respect of the Indebtedness hereunder or any other Indebtedness on terms mutually acceptable to Borrower and that Lender or Lenders. Each Approved Swap Agreement shall be a Loan Document and shall be secured by the Liens created by the Collateral Documents to the extent set forth in Section 2.9. 4. Amendment to Section 7.3(g) - Investment and Acquisition. Section 7.3(g) of the Loan Agreement is hereby amended in full to read as follows: "(g) Investments in Approved Swap Agreements and other Swap Agreements in respect of (i) the Indebtedness hereunder or (ii) other Indebtedness having an aggregate notional amount not to exceed $300,000,000, in each case which are entered into either with Lenders (which shall be deemed secured hereunder) or with Approved Swap Counterparties (which shall not be entitled to the security provided for hereunder)." 5. Waiver. The Tribe and the Borrower have heretofore submitted a letter dated August 13, 2002 to the Administrative Agent and the Lenders detailing the anticipated restatement of the Borrower's financial statements for the Fiscal Year ended September 30, 2001, and constituent periods, as well as the first two Fiscal Quarters of Borrower's Fiscal Year 2002. It is acknowledged that due to the restatements described in that letter, the Borrower's financial statements for the relevant periods are to be re-audited or reviewed, as applicable, and amended periodic reports will be filed with the Securities and Exchange Commission as required. In reliance upon the accuracy of the letter, the Lenders hereby waive, for a period of 90 days from the date of this Amendment, the delivery of audited or reviewed statements for such periods and any requirement of the filing of such periodic reports, any defaults which may have arisen by reason of any inaccuracies of the types described -1- in the letter in the original financial statements, and any resulting technical non-compliance with a Requirement of Law. 6. Conditions Precedent. As conditions precedent to the effectiveness hereof, the Administrative Agent shall have received: (a) Counterparts of this Amendment executed by the Tribe and Borrower; and (b) Written consents hereto executed by each of the Requisite Lenders. 7. Confirmation. In all other respects, the Loan Agreement and the other Loan Documents are hereby confirmed. [Remainder of this page intentionally left blank - signature pages follow] -2- 8.1 Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above by their duly authorized representatives. THE MOHEGAN TRIBAL GAMING AUTHORITY By: /s/ Mark Brown ------------------------------------------ Title: Chairman, Management Board --------------------------------------- THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT By: /s/ Mark Brown ------------------------------------------ Tribal Council Chairman BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Janice Hammond ------------------------------------------ Janice Hammond, Vice President -3- -----END PRIVACY-ENHANCED MESSAGE-----