-----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, C3NUXynOQuOjQLpJN1RiX1FxleH/uxro7HM+DuBUDexLtETCOgijTwCfmo31LNSj 6aFLzCNEtACFE5wVfXUx2w== 0000912057-97-031330.txt : 19970923 0000912057-97-031330.hdr.sgml : 19970923 ACCESSION NUMBER: 0000912057-97-031330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970922 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970922 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPSTAR HOTEL CO CENTRAL INDEX KEY: 0001014764 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 521979383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12017 FILM NUMBER: 97683768 BUSINESS ADDRESS: STREET 1: 1010 WISCONSIN AE NW CITY: WASHINGTON STATE: DC ZIP: 20007 BUSINESS PHONE: 2029654455 MAIL ADDRESS: STREET 1: 1010 WISCONSIN AVE NW CITY: WASHINGTON STATE: DC ZIP: 20007 FORMER COMPANY: FORMER CONFORMED NAME: CAPSTAR HOTEL INVESTORS INC DATE OF NAME CHANGE: 19960517 8-K 1 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 22, 1997 CAPSTAR HOTEL COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-12017 52-1979383 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number)
1010 WISCONSIN AVENUE, N.W. SUITE 650 WASHINGTON, D.C. 20007 (Address of principal executive offices) Registrant's telephone number, including area code: (202) 965-4455 FORM 8-K ITEM 5. OTHER EVENTS CapStar Hotel Company (the "Company") has entered into a contract with certain affiliates of Medallion Hotels, Inc., to purchase a portfolio of six upscale, full-service hotels containing 1,960 rooms (the "Medallion Portfolio") for a purchase price of $150.0 million. For purposes of incorporation by reference into the Company's Registration Statement on Form S-3 (Registration No. 333-34253), as amended, attached hereto as Exhibit 99.1 are certain consolidated financial statements for the Medallion Portfolio in accordance with Rule 3-05 of Regulation S-X under the Securities Act of 1933, as amended. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1 -- Consolidated Financial Statements of Atgen Holdings, Inc. and Subsidiaries as of and for the years ended January 31, 1997 and 1996 and the six months ended July 31, 1997 1 SIGNATURES 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. Date: September 22, 1997 CAPSTAR HOTEL COMPANY By: /s/ JOHN EMERY ----------------- John Emery Chief Financial Officer 2 EX-99.1 2 INDEPENDENT AUDITOR'S REPORT EXHIBIT 99.1 Independent Auditor's Report ---------------------------- The Board of Directors Atgen Holdings, Inc. We have audited the accompanying consolidated balance sheet of Atgen Holdings, Inc. and Subsidiaries as of January 31, 1997 and 1996, and the related consolidated statements of operations and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Atgen Holdings, Inc. and Subsidiaries at January 31, 1997 and 1996 and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. PANNELL KERR FORSTER PC New York, N.Y. April 30, 1997 1 ATGEN HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheet Assets
January 31 July 31, ------------------------------- 1997 1997 1996 ------------ -------------- --------------- (Unaudited) Current assets Cash $ 426,258 $ 572,345 $ 1,121,820 Restricted cash (notes 6 and 7) 14,100 317,109 19,287 Accounts receivable (net of allowance for doubtful accounts of $113,513 and $93,162 in 1997 and 1996, respectively) 3,891,796 2,921,612 2,702,887 Due from affiliates (note 5) - 192,909 318,971 Income tax receivable - 3,284 14,338 Inventories (note 2) 423,853 445,231 401,118 Prepaid expenses 747,496 394,045 460,352 ----------- -------------- --------------- Total current assets 5,503,503 4,846,535 5,038,773 ----------- -------------- --------------- Property and equipment (note 2) Land 10,918,364 10,918,364 10,918,364 Buildings and improvements 59,119,521 59,094,735 56,087,296 Furniture, fixtures and equipment 25,086,899 24,634,478 20,875,548 Construction-in-progress 3,802,466 1,886,214 1,774,542 ----------- -------------- --------------- 98,927,250 96,533,791 89,655,750 Less accumulated depreciation 26,977,497 24,450,437 20,537,208 ----------- -------------- --------------- 71,949,753 72,083,354 69,118,542 ----------- -------------- --------------- Other assets (note 2) Deposits 106,798 29,614 52,678 Deferred loan costs 204,873 204,873 71,250 Organization costs 60,943 70,945 101,924 Goodwill 1,525 1,525 1,643 Other 456,452 73,819 69,169 ----------- -------------- --------------- 830,591 380,776 296,664 ----------- -------------- --------------- Total assets $ 76,283,847 $ 77,310,665 $ 74,453,979 ----------- -------------- ---------------
See notes to consolidated financial statements 2 Liabilities and Stockholder's (Deficit) January 31 July 31, -------------------------- 1997 1997 1996 ------------ ------------ ------------ (Unaudited) Current liabilities Cash overdraft........................................ $ 180,600 $ 297,771 $ 22,487 Accounts payable...................................... 2,254,171 2,091,885 2,159,189 Taxes payable and accrued............................. 1,210,028 162,518 85,351 Accrued expenses...................................... 1,879,202 3,141,142 2,899,295 Advance deposits...................................... 338,064 718,454 635,368 Other................................................. 10,744 67,392 31,679 Current portion of notes payable (note 7)............. 1,455,598 1,480,127 1,698,146 ------------ ------------ ------------ Total current liabilities....................... 7,328,407 7,959,289 7,531,515 Notes payable, net of current portion (note 7).......... 12,015,706 12,587,593 10,297,720 Other liabilities....................................... -- 236,691 21,269 Due to parent (note 5).................................. 73,829,082 73,284,082 72,709,082 ------------ ------------ ------------ Total liabilities............................... 93,173,195 94,067,655 90,559,586 ------------ ------------ ------------ Stockholder's (deficit) Capital stock - authorized 10,000 shares, issued and outstanding 1,000 shares at $.01 par............ 10 10 10 Additional paid-in capital............................ 19,990 19,990 19,990 ------------ ------------ ------------ 20,000 20,000 20,000 ------------ ------------ ------------ Accumulated (deficit) Balance - beginning of year......................... (16,776,990) (16,125,607) (14,517,586) Net income (loss) for the year...................... 1,867,642 (651,383) (1,608,021) ------------ ------------ ------------ Balance - end of year............................... (14,909,348) (16,776,990) (16,125,607) ------------ ------------ ------------ Total stockholder's (deficit)................... (14,889,348) (16,756,990) (16,105,607) ------------ ------------ ------------ Total liabilities and stockholder's (deficit)... $ 78,283,847 $ 77,310,665 $ 74,453,979 ------------ ------------ ------------
3 ATGEN HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statement of Operations
Six Months Year Ended Ended January 31 July 31, --------------------------- 1997 1997 1996 ------------- ------------- ------------ (Unaudited) Revenues Rooms $ 18,152,849 $ 32,833,403 $31,089,320 Food 7,679,373 14,431,447 14,137,932 Beverage 622,357 1,155,367 1,220,816 Telephone 689,796 1,279,224 1,359,760 Rentals (note 8) 164,119 528,797 583,103 Interest income 22,065 10,608 1,538 Management fees (note 5) - 20,953 110,304 Miscellaneous operating revenue 535,408 949,416 830,121 Other income 43,792 259,420 140,651 ------------- ------------- ------------ Total revenues 27,909,759 51,468,835 49,473,545 ------------- ------------- ------------ Costs and expenses Rooms 4,572,824 9,094,745 8,865,679 Food and beverage 6,754,328 13,075,371 13,470,369 Telephone 396,964 768,598 803,821 Other operating expenses 484,311 837,026 768,845 General and administrative 3,689,327 8,124,662 8,275,505 Marketing 2,426,435 4,698,340 4,550,030 Human resources 777,649 1,000,987 1,035,150 Loss on sales of equipment - 562,227 41,276 Property operation, maintenance and energy 2,997,165 5,961,487 5,926,191 Insurance, rent and taxes 825,291 1,471,345 1,434,597 Interest expense 580,761 1,463,343 1,071,210 Depreciation and amortization 2,537,062 5,061,887 4,838,893 ------------- ------------- ------------ Total costs and expenses 26,042,117 52,120,018 51,081,566 ------------- ------------- ------------ Net income (loss) $ 1,867,642 $ (651,383) $(1,608,021) ------------- ------------- ------------
See notes to consolidated financial statements 4 ATGEN HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statement of Cash Flows
Six Months Year Ended Ended January 31 July 31, ------------------------------ 1997 1997 1996 ----------- ----------- ----------- (Unaudited) Cash flows from operating activities Net income (loss) $ 1,867,642 $ (651,383) $ (1,608,021) Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 2,537,062 5,061,887 4,838,893 Loss on sales of equipment - 562,227 41,276 Changes in certain other accounts Deposits (77,184) 23,064 (35,163) Accounts receivable (970,184) (218,725) (188,447) Inventories 21,378 (44,113) (69,695) Prepaid expenses (353,451) 66,307 (124,103) Other assets (382,634) (4,650) (32,843) Accounts payable 162,286 (67,304) (545,534) Accrued expenses (1,261,940) 247,034 (318,260) Taxes payable and accrued 1,047,510 77,167 (44,813) Advance deposits (380,390) 83,086 66,720 Income tax receivable 3,284 11,054 18,129 Due from affiliates 192,909 126,062 112,083 ----------- ----------- ------------ Net cash provided by operating activities 2,406,288 5,271,713 2,110,222 ----------- ----------- ------------ Cash flows from investing activities Purchase of property and equipment (2,135,060) (8,160,556) (5,302,700) Proceeds from sales of equipment - 107 4,570 Purchase of subsidiary stock - - (200,000) Organization costs - - (44,276) Release of escrow loan to parent company - - 516,404 ----------- ----------- ------------ Net cash (used) by investing activities (2,135,060) (8,160,449) (5,026,002) ----------- ----------- ------------ Cash flows from financing activities Change in bank overdraft (117,171) 275,284 2,727 Payments of other liabilities (293,339) (64,218) (90,599) Advances from parent company 545,000 575,000 2,997,000 Proceeds from notes payable - 16,400,000 1,600,000 Principal payments on notes payable (854,814) (14,328,146) (1,096,204) Payment of deferred loan costs - (215,650) (75,000) Increases in restricted cash 303,009 (303,009) - ----------- ----------- ------------ Net cash provided by financing activities (417,315) 2,339,261 3,337,924 ----------- ----------- ------------ Net increase (decrease) in cash (146,087) (549,475) 422,144 Cash at beginning of year 572,345 1,121,820 699,676 ----------- ----------- ------------ Cash at end of year $ 426,258 $ 572,345 $ 1,121,820 ----------- ----------- ------------ Supplemental disclosure of cash flow information Cash paid during the year for income taxes $ - $ 15,035 $ 27,625 ----------- ----------- ------------ Cash paid during the year for interest $ 580,761 $ 1,197,703 $ 1,060,178 ----------- ----------- ------------ Supplemental disclosure of noncash investing activities Two subsidiaries purchased equipment under capital lease obligations for $258,399 (unaudited), $315,353 and $36,339 in the six month period ended July 31, 1997 and the years ended January 31, 1997 and 1996, respectively.
See notes to consolidated financial statements 5 ATGEN HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements July 31, 1997 (Unaudited) Note 1 - Summary of significant accounting policies and organization Organization Atgen Holdings, Inc. (the Company) was formed on September 25, 1989. The Company is a wholly-owned subsidiary of General Atlantic Corporation (the Parent). Six of the Company's wholly-owned subsidiaries own and operate hotels located in Texas, Oklahoma and Kentucky. Another subsidiary provides management services to these hotels. Principles of consolidation The Company has the following wholly owned subsidiaries: Southeast Texas Hotels Corp. West Texas Hotels, Inc. ATX Hotels, Inc. The Seelbach Louisville, Inc. Farmers Branch Hotels Corp. Central Oklahoma Hotels Corp. Medallion Hotels, Inc. In the preparation of the consolidated financial statements, all significant intercompany transactions have been eliminated. Note 2 - Summary of significant accounting policies Basis of presentation The Company prepares its financial statements in conformity with generally accepted accounting principles, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Interim unaudited financial information The accompanying interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and generally accepted accounting principles applicable to interim financial statements. In the opinion of management all adjustments and eliminations, consisting only of normal recurring adjustments necessary to present the Company's consolidated fairly financial position and the results of operations and cash flows for the six month period ended July 31, 1997 have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. Property and equipment Property and equipment are stated at cost. Depreciation is provided using straight-line and accelerated methods over the estimated useful lives of the assets as follows; Buildings and improvements 15 to 39 years Furniture, fixtures and equipment 3-7 years 6 ATGEN HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) July 31, 1997 (Unaudited) Inventories Inventories are stated at the lower of cost (first-in, first-out) or market. Concentration of risk The Company and some of the subsidiaries maintain cash accounts with major banks whose amounts exceed the insured limit of $100,000. The term of these deposits are on demand to minimize risk. The Company and its subsidiaries have not incurred any losses related to these deposits. Organization costs Two of the hotels incurred organization costs totaling approximately $155,600. These costs are being amortized using the straight-line method over 5 years. Accumulated amortization amounted to $93,951 (unaudited), $83,949 and $52,970 at July 31, 1997, January 31, 1997 and 1996, respectively. Deferred loan costs Fees incurred in connection with obtaining the note payable are being amortized using the straight-line basis over the term of the note. Reclassification Certain accounts in 1996 have been reclassified to conform with the 1997 financial statement presentation. Note 3 - Income taxes The Company is included in the consolidated Federal Income tax return of its Parent. The allocation of consolidated income tax to the Company is based on the tax expense or benefit that would be provided if the Company were not a member of a controlled group of companies. Accordingly, Federal income taxes are payable to or receivable from the parent rather than the Federal Government. The Company has available net operating loss carryforwards of approximately $9,353,000 at January 31, 1997 which expire in fiscal years ended 2005 through 2012. The Company recognizes deferred tax assets and liabilities for the expected future consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The composition of the deferred tax asset and the related tax effects is as follows: January 31 July 31 ----------------------- 1997 1997 1996 ------------- --------- -------- (Unaudited) Deferred tax asset resulting from net operating loss carryforwards......... $3,838,116 $3,836,116 $3,647,743 Valuation allowance.................... (3,838,116) (3,838,116) (3,647,743) ---------- ---------- ---------- Net deferred tax asset...... $ - $ - $ - ---------- ---------- ---------- ---------- ---------- ----------
7 ATGEN HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) July 31, 1997 (Unaudited) Changes in the valuation allowance account applicable to deferred tax assets are as follows:
January 31 July 31 ----------------------- 1997 1997 1996 ------------- --------- -------- (Unaudited) Valuation allowance - beginning of period.............................. $3,838,116 $3,647,743 $3,154,087 Increase during the period............ - 190,373 493,656 ---------- ---------- ---------- Valuation allowance - end of period... $3,838,116 $3,838,116 $3,647,743 ---------- ---------- ----------
The Company has recorded a valuation allowance to offset the deferred tax assets which may not be realized due to continuing operating losses. Note 4 - Commitments Franchise and license agreements The Company, through two of its subsidiaries, has entered into franchise agreements with Hilton Inns, Inc. The agreements provide for royalty fees of up to 5% and 4% of gross room revenues. Franchise fee expense for the six month period ended July 31, 1997 and the years ended January 31, 1997 and 1996 amounted to $211,073 (unaudited), $389,951 and $390,207, respectively. One of the subsidiaries also has a franchise license agreement with Super 8 Motels, Inc. for part of its hotel property. The agreement provides for royalty fees of 4% of gross room revenues, and advertising fees of 2% of gross room revenues. The total franchise expense for the six month period ended July 31, 1997 and the years ended January 31, 1997 and 1996 amounted to $23,871 (unaudited), $61,833 and $66,694, respectively. Barter agreement During the fiscal year ended January 31, 1996, one of the subsidiaries entered into an barter agreement with a customer whereby the subsidiary agreed to cover the cost of the customer's annual convention at its hotel. In exchange the customer agreed to cover the cost of purchasing a portion of the subsidiary's fixed asset additions and repairs and maintenance. The value of the barter agreement amounted to $46,000. During the fiscal year ended January 31, 1997, the subsidiary paid for the total cost of the customer's convention and incurred additional fees which were added to the amount of the barter. The subsidiary did not purchase significant fixed asset additions or incur significant repairs and maintenance expenses for which the customer would cover the cost. These transactions resulted in a net barter receivable from the customer of $81,000 at January 31, 1997. Purchase commitment As of January 31, 1997, two of the subsidiaries have entered into commitments for capital improvements of approximately $1,215,000. Note 5 - Related party transactions Funds advanced to the subsidiaries from the Parent and amounts due from affiliates are noninterest-bearing and have no specific due date. 8 ATGEN HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) July 31, 1997 (Unaudited) Sublease agreements exist whereby the Beverage Corp., an affiliated entity, leases hotel liquor sales outlets from four of the Company's subsidiaries for a percentage of liquor sales revenues. Rent earned under these agreements for the six month period ended July 31, 1997 and the years ended January 31, 1997 and 1996 amounted to $44,090 (unaudited) $247,042 and $223,800, respectively. A subsidiary entered into an office rental agreement on a month-to-month basis with the Parent. The rental agreement provides for monthly rent of $5,000, which includes utilities. Note 6-Self-Insurance The Company offers a self-insured medical and dental plan to its employees of the hotels. The policy is obtained through the management company subsidiary. The Company is liable for insurance claims up to $50,000 per participant per year. An insurance carrier provides coverage for individual claims in excess of $50,000 up to $1,000,000 which is the maximum lifetime coverage. Individual employees are responsible for any claims in excess of the $1,000,000 lifetime maximum. The hotels are billed for their share of premiums and claims by the management company subsidiary. The plan is not a funded plan and costs of the plan are charged against operations when incurred. A restricted cash account has been established to pay for submitted claims. The balance in the account amounted to $14,100 (unaudited) at July 31, 1997, $14,100 and $19,287 at January 31, 1997 and 1996, respectively. Note 7-Long-term debt Notes payable (a) The Company obtained a note payable amounting to $10,000,000 with Inter-Pacific Group, Inc. In July 1995, Inter-Pacific Group, Inc. assigned the note to Inter-Pacific Investment, Inc. The loan accrued interest annually at the prime rate plus 2% payable quarterly in arrears and was refinanced with a new lender on October 29, 1996 (see (d)). (b) During fiscal 1995 one of the subsidiaries obtained an additional note with the Kentucky Economic Development Finance Authority in the amount of $500,000. The note requires monthly payments of $8,764 applied first to interest at 2% per annum and the balance to the reduction of principal. The note is secured by a letter of credit for 105% of the outstanding principal balance and matures on December 22, 1999. (c) During fiscal 1996, one of the subsidiaries obtained a revolving credit loan from a bank. The loan required monthly payments of interest only at prime with principal due at maturity on October 26, 1996. The loan, with an outstanding balance of $4,000,000, was refinanced with a new lender on October 29, 1996 (see (d)). (d) On October 29, 1996, the Company obtained a $14,000,000 term loan from a third party lender. The loan requires monthly payments of principal of $115,000 and per annum interest calculated at the lender's Euro-Rate, as defined, plus 2.6% (7.17% at July 31, 1997). The note matures on November 1, 2001, at which time all outstanding and related accrued interest becomes due. 9 ATGEN HOLDINGS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) July 31, 1997 (Unaudited) As security for the loan, the Company has granted the lender a first and priority security interest in the issued and outstanding stock of The Seelbach Louisville, Inc., ATX Hotels, Inc., Farmers Branch Hotels Corp. and Medallion Hotels, Inc. As further security, the loan is guaranteed by a first and prior mortgage on the hotel properties and the assets of Seelbach, ATX, and Farmers Branch. The Company has also granted the lender a first and priority security interest in all loans receivable from the subsidiaries. Payment of all obligations to the Company by the guarantors and to the Parent by the Company have been subordinated. The agreement requires the Company to maintain a replacement reserve escrow account which is to be funded quarterly to the extent of 6% of combined rooms revenues of Seelbach, ATX and Farmers Branch, net of actual expenditures for capital improvements for such quarter. The account is assigned to the lender as additional security for the loan and a minimum balance of $300,000 must be maintained. The balance in the account amounted to $0 (unaudited), $303,009 at July 31, 1977 and January 31, 1997, respectively. Future minimum payments on notes payable for the next five years are as follows: Year Ending January 31 ----------- 1998 $ 1,480,127 1999 1,482,148 2000 1,475,445 2001 1,380,000 2002 8,250,000 ----------- $14,067,720 ----------- Note 8 - Operating leases Two of the subsidiaries lease retail, restaurant and office space under leases which expire at various dates from March 31, 1997 through August 31, 2001. One of the subsidiaries also leases space to various tenants on a month-to-month basis. Certain leases contain renewal options. Minimum future rental income to be received over the next five years is as follows: Year Ending January 31 ----------- 1998 $ 222,018 1999 127,973 2000 113,850 2001 104,390 2002 92,113 ----------- $ 660,344 ----------- 10 -----END PRIVACY-ENHANCED MESSAGE-----