-----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, H/tNjpJA3mJxppXBik2ssr0lQ5+s+mMjU0Q0gw9MbOynZLUbyPyqVGSxtnMQ+A/d 0blSPlUXMvmcLHsKo/wEdQ== 0000950123-05-015069.txt : 20051222 0000950123-05-015069.hdr.sgml : 20051222 20051222091911 ACCESSION NUMBER: 0000950123-05-015069 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051222 DATE AS OF CHANGE: 20051222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMDEON CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57697 FILM NUMBER: 051280286 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: WEBMD CORP /NEW/ DATE OF NAME CHANGE: 20001102 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSCAPE CORP DATE OF NAME CHANGE: 19970404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMDEON CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: WEBMD CORP /NEW/ DATE OF NAME CHANGE: 20001102 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSCAPE CORP DATE OF NAME CHANGE: 19970404 SC TO-I/A 1 y15469a6sctoviza.htm AMENDMENT NO. 6 TO SCHEDULE TO AMENDMENT NO. 6 TO SCHEDULE TO
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE TO
(AMENDMENT NO. 6)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
EMDEON CORPORATION
(Name of Subject Company (Issuer))
 
EMDEON CORPORATION (Issuer)
(Names of Filing Persons (Issuer and Offeror))
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
290849108
(CUSIP Number of Class of Securities)
 
     
Charles A. Mele, Esq.
Emdeon Corporation
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
(201) 703-3400
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
 
Copy to:
     
Robert Evans III, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
CALCULATION OF FILING FEE
           
 
  Transaction Valuation(1)     Amount of Filing Fee(2)  
 
$492,000,000
    $57,908.40  
 
(1)    Estimated solely for purposes of calculating the filing fee only, based on the purchase of 60,000,000 shares of common stock at the offer price of $8.20 per share.
(2)    The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, equals $117.70 per million of the value of the transaction.
þ    Check the 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: $57,908.40
  Filing Party: Emdeon Corporation
Form or Registration No.: Schedule TO
  Date Filed: November 23, 2005
o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
         Check the appropriate boxes to designate any transactions to which the statement relates:
         o     third-party tender offer subject to Rule 14d-1.
         þ     issuer tender offer subject to Rule 13e-4.
         o     going-private transaction subject to Rule 13e-3.
         o     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: o

 


TABLE OF CONTENTS

INTRODUCTION
ITEM 11. ADDITIONAL INFORMATION.
ITEM 12. EXHIBITS.
SIGNATURE
EXHIBIT INDEX
EX-99.A.5.W: PRESS RELEASE


Table of Contents

INTRODUCTION
This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 23, 2005, as amended and supplemented by Amendments No. 1, No. 2, No. 3, No. 4 and No. 5 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 29, 2005, December 8, 2005, December 9, 2005, December 13, 2005 and December 16, 2005, respectively (collectively, the “Schedule TO”) relating to the offer by Emdeon Corporation, a Delaware corporation, to purchase up to 60,000,000 shares of its common stock, par value $0.0001 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 23, 2005, as amended through the date hereof (as amended, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively. This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in Item 11(a) is hereby amended and supplemented by inserting at the end thereof the following:
On December 22, 2005, the Company issued a press release announcing the preliminary results of the Offer, which expired at 12:00 midnight, New York City time, on Wednesday, December 21, 2005. A copy of the press release is filed as Exhibit (a)(5)(W) to this Schedule TO 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:
(a)(5)(W)      Press Release dated December 22, 2005.

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Table of Contents

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.
Date: December 22, 2005
         
  EMDEON CORPORATION
 
 
  By:   /s/  Lewis H. Leicher    
    Name:   Lewis H. Leicher   
    Title:   Senior Vice President   

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Table of Contents

         
EXHIBIT INDEX
     
(a)(1)(A)*
  Offer to Purchase dated November 23, 2005.
(a)(1)(B)*
  Letter of Transmittal.
(a)(1)(C)*
  Notice of Guaranteed Delivery.
(a)(1)(D)*
  Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*
  Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*
  Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)*
  Press Release dated November 23, 2005.
(a)(1)(H)*
  Summary Advertisement.
(a)(1)(I)*
  Letter to Stockholders dated November 23, 2005.
(a)(1)(J)**
  Letter to Participants in the Emdeon Corporation 401(k) Savings Plan dated November 28, 2005.
(a)(1)(K)**
  Letter to Participants in the Emdeon Corporation Performance Incentive Plan dated November 25, 2005.
(a)(1)(L)**
  Letter to Participants in the Emdeon Practice Services, Inc. 401(k) Profit Sharing Plan dated November 28, 2005.
(a)(1)(M)**
  Letter to Participants in the Porex Corporation 401(k) Savings Plan dated November 28, 2005.
(a)(1)(N)*
  Letter to Vested Stock Option Holders dated November 23, 2005.
(a)(1)(O)*
  Email communication to Employees.
(a)(1)(P)
  Notice to Directors and Executive Officers of Emdeon Corporation, dated November 28, 2005, regarding Blackout Period with Respect to Trading of Emdeon Securities (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on November 28, 2005).
(a)(1)(Q)****
  Press Release dated December 13, 2005.
(a)(1)(R)****
  Questions and Answers relating to the Emdeon Corporation Performance Incentive Plan.
(a)(5)(A)***
  Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, as amended on May 2, 2005.
(a)(5)(B)***
  Quarterly Report on Form 10-Q, filed on May 10, 2005.
(a)(5)(C)***
  Quarterly Report on Form l0-Q, filed on August 9, 2005.
(a)(5)(D)***
  Quarterly Report on Form l0-Q, filed on November 9, 2005.
(a)(5)(E)***
  Current Report on Form 8-K, filed on March 22, 2005.
(a)(5)(F)***
  Current Report on Form 8-K, filed on April 1, 2005.
(a)(5)(G)***
  Current Report on Form 8-K, filed on April 28, 2005.
(a)(5)(H)***
  Current Report on Form 8-K, filed on May 2, 2005, as amended on June 2, 2005 and June 3, 2005.
(a)(5)(I)***
  Current Report on Form 8-K, filed on May 3, 2005.
(a)(5)(J)***
  Current Report on Form 8-K, filed on May 13, 2005.
(a)(5)(K)***
  Current Report on Form 8-K, filed on July 14, 2005, as amended on July 19, 2005.
(a)(5)(L)***
  Current Report on Form 8-K, filed on July 27, 2005.
(a)(5)(M)***
  Current Report on Form 8-K, filed on August 4, 2005.
(a)(5)(N)***
  Definitive Proxy Statement, filed on August 5, 2005.
(a)(5)(O)***
  Current Report on Form 8-K, filed on August 30, 2005, as amended on November 9, 2005.
(a)(5)(P)***
  Current Report on Form 8-K, filed on September 30, 2005.
(a)(5)(Q)***
  Current Report on Form 8-K, filed on October 19, 2005.
(a)(5)(R)***
  Current Report on Form 8-K, filed on November 3, 2005.
(a)(5)(S)***
  Current Report on Form 8-K, filed on November 17, 2005.
(a)(5)(T)***
  Current Report on Form 8-K, filed on November 18, 2005 (two reports).
(a)(5)(U)***
  Current Report on Form 8-K, filed on November 23, 2005.
(a)(5)(V)***
  Current Report on Form 8-K, filed on December 16, 2005.
(a)(5)(W)*****
  Press Release dated December 22, 2005.
(b)
  Not Applicable.
(d)(1)
  WebMD Corporation 2001 Employee Non-Qualified Stock Option Plan, as amended (incorporated by reference to Exhibit 10.46 to the Company’s Form 10-K for the year ended December 31, 2001, as amended by Amendment No. 1 on Form 10-K/A).
(d)(2)
  Healtheon Corporation 1996 Stock Plan and Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (No. 333-70553) filed February 10, 1999).

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Table of Contents

     
(d)(3)
  WebMD Corporation 2000 Long-Term Incentive Plan (incorporated by reference to Annex G to the Proxy Statement/Prospectus, filed on August 7, 2000, and included in the Company’s Registration Statement on Form S-4 (No. 333-39592)).
(d)(4)
  Envoy Stock Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (No. 333-42616) filed July 31, 2000).
(d)(5)
  WebMD Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
(d)(6)
  2003 Non-Qualified Stock Option Plan for Employees of Advanced Business Fulfillment, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
(d)(7)
  Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K/A filed on November 9, 2005 (amending the Current Report on Form 8-K filed on August 30, 2005)).
(g)
  Not Applicable.
(h)
  Not Applicable.
 
*   Previously filed with the Schedule TO on November 23, 2005.
 
**   Previously filed on Amendment No. 1 to Schedule TO on November 29, 2005.
 
***   Previously filed.
 
****   Previously filed on Amendment No. 4 to Schedule TO on December 13, 2005.
*****   Filed herewith.

5

EX-99.A.5.W 2 y15469a6exv99waw5ww.htm EX-99.A.5.W: PRESS RELEASE EX-99.A.5.W
 

Exhibit (a)(5)(W)
(EMDEON LOGO)
     
Contact:
   
Investors:
  Media:
Risa Fisher
  Jennifer Meyer Newman
201-414-2002
  212-624-3912
rfisher@emdeon.com
  jnewman@emdeon.com
EMDEON CORPORATION ANNOUNCES PRELIMINARY
RESULTS OF ITS TENDER OFFER
     ELMWOOD PARK, NJ (December 22, 2005) — Emdeon Corporation (Nasdaq: HLTH) announced today the preliminary results of its tender offer to purchase up to 60,000,000 shares of its common stock at a price of $8.20 per share, which expired at 12:00 midnight, New York City time, on December 21, 2005. Based on the preliminary count by American Stock Transfer & Trust Company, the depositary for the tender offer, 90,588,506 shares of common stock, including 9,482,107 shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn. In accordance with the terms of the tender offer and in compliance with Rule 13e-4(f) of the Securities Exchange Act of 1934, the Board of Directors of Emdeon authorized the purchase of an additional 6,900,000 shares pursuant to the tender offer, representing approximately two percent of the number of shares of common stock currently outstanding, the maximum increase permitted without extending the tender offer. Accordingly, Emdeon expects to accept for purchase 66,900,000 shares at a purchase price of $8.20 per share, for a total cost of approximately $548.6 million.
     Since the offer was oversubscribed, the number of shares Emdeon will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count, Emdeon estimates that the pro-ration factor will be approximately 73.85%. The number of shares tendered and not withdrawn and the pro-ration factor are preliminary and are subject to verification by American Stock Transfer & Trust Company, the proper delivery of all shares tendered and not properly withdrawn (including shares tendered pursuant to guaranteed delivery procedures) and the impact of odd-lot tenders. The actual number of shares validly tendered and not withdrawn and the pro-ration factor will be announced promptly following completion of the verification process. Promptly after such announcement, the depositary will issue payment for the shares validly tendered and accepted under the tender offer and will return all other shares tendered. It is currently expected that payment of all shares purchased will be made on or about December 29, 2005.
     As of December 20, 2005, Emdeon had approximately 345 million shares of common stock issued and outstanding. As a result of the offer, Emdeon expects to have approximately 278.1 million shares of common stock issued and outstanding as of the time immediately following payment for the accepted shares.
     The information agent is Innisfree M&A Incorporated. The depositary is American Stock Transfer & Trust Company. For questions and information, please call the information agent toll free at (888) 750-5834.

1


 

     THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF EMDEON CORPORATION COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT EMDEON DISTRIBUTED TO ITS STOCKHOLDERS AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT EMDEON FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE TENDER OFFER, TOLL-FREE AT 1-888-750-5834. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
About Emdeon
Emdeon is a leading provider of business, technology and information solutions that transform both the financial and clinical aspects of healthcare delivery. At the core of Emdeon’s vision is the commitment to connect providers, payers, employers, physicians and consumers in order to simplify business processes, to provide actionable knowledge at the right time and place and to improve healthcare quality.
Emdeon Business Services provides revenue cycle management and clinical communication solutions that enable payers, providers and patients to improve healthcare business processes. Emdeon Practice Services provides physician practice management and electronic health record software and services that increase practice efficiency and enhance patient care. WebMD Health provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.
*****************************
All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; the amount and timing of the benefits expected from strategic initiatives and acquisitions or from deployment of new or updated technologies, products, services or applications; and other potential sources of additional revenue. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; operational difficulties relating to combining acquired companies and businesses; our ability to form and maintain mutually beneficial relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries, including matters relating to the Health Insurance Portability and Accountability Act of 1996 (HIPAA); and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

2


 

*****************************
WebMD®, WebMD Health®, Emdeon™, Emdeon Business Services™, Emdeon Practice Services™ and POREX® are trademarks of Emdeon Corporation or its subsidiaries.

3

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