-----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, AiGxFw6O1X8e7tj/cwUi2pJCq7wHEtDXnebrdCcWzC7SGgfHHb7NmxdpWPZJi0x0 CT4jVablosodxCG0dASuOw== 0001031296-03-000274.txt : 20031121 0001031296-03-000274.hdr.sgml : 20031121 20031121150545 ACCESSION NUMBER: 0001031296-03-000274 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 333-72764 FILED AS OF DATE: 20031121 EFFECTIVENESS DATE: 20031121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTENERGY CORP CENTRAL INDEX KEY: 0001031296 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 341843785 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110662 FILM NUMBER: 031017925 BUSINESS ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 BUSINESS PHONE: 3303845100 MAIL ADDRESS: STREET 1: 76 SOUTH MAIN ST CITY: AKRON STATE: OH ZIP: 44308-1890 S-8 1 main.txt As filed with the Securities and Exchange Commission on November 21, 2003 Registration No. 333- - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRSTENERGY CORP. (Exact Name of Registrant as Specified in Its Charter) Ohio 34-1843785 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 76 South Main Street Akron, Ohio 44308 (Address of Principal Executive Offices, Including Zip Code) ------------------------------- FirstEnergy Corp. Savings Plan (Full Title of the Plan) ------------------------------- David W. Whitehead Copy to: Corporate Secretary Edward W. Moore, Esq. FirstEnergy Corp. Calfee, Halter & Griswold LLP 76 South Main Street 1400 McDonald Investment Center Akron, Ohio 44308 800 Superior Avenue (330) 384-4400 Cleveland, Ohio 44114 (216) 622-8200 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ------------------------------- CALCULATION OF REGISTRATION FEE
============================================= ================== ============== =================== ================== Proposed Proposed Maximum Maximum Title of Securities Amount Offering Aggregate Amount of To Be To Be Price Per Offering Registration Registered(1)(2) Registered(2)(3) Share(2)(4) Price(2) Fee(2) - --------------------------------------------- ------------------ -------------- ------------------- ------------------ Common stock, par value $0.10 per share Shares not previously registered 6,866,133 shares $33.41 $229,397,503.53 $18,558.26 Shares registered under predecessor plans 133,867 shares N/A N/A N/A - --------------------------------------------- ------------------ -------------- ------------------- ------------------ TOTAL 7,000,000 shares $33.41 $229,397,503.53 $18,558.26 ============================================= ================== ============== =================== ================== (1) Includes rights to purchase shares of common stock ("Share Purchase Rights") under FirstEnergy Corp.'s Rights Agreement that, prior to the occurrence of certain events, will not be exercisable or evidenced separately from the shares of common stock. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate amount of interests issuable under the FirstEnergy Corp. Savings Plan. (2) The offer and sale of 133,867 shares registered hereby (the "Carryover Shares") were previously registered pursuant to a registration statement on Form S-8 (File No. 333-72764), filed and effective on November 5, 2001 (the "2001 Registration Statement"), for offer and sale under the GPU Plans (as defined in the Statement Regarding Compliance with Instruction E, below). The Carryover Shares were not sold pursuant to the GPU Plans, and the FirstEnergy Corp. Savings Plan is the successor by merger to the GPU Plans. The Carryover Shares and the $1,130 registration fee paid with respect to those shares are carried over to this Registration Statement in accordance with the principles set forth in Instruction E to Form S-8 and Interpretation 89 under Section G, "Securities Act Forms" of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (as supplemented)(the "Instruction and Interpretation"). Accordingly, no additional registration fee is payable with respect to the Carryover Shares. (3) This Registration Statement also covers additional securities that may be issued with respect to these shares in connection with, or as a result of, stock splits, stock dividends or similar transactions. (4) Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of FirstEnergy Corp. common stock reported on the New York Stock Exchange on November 19, 2003.
Statement Regarding Compliance with Instruction E of Form S-8 This Registration Statement is being filed by FirstEnergy Corp., an Ohio Corporation (the "Company"), for the purpose of registering additional securities of the same class as other securities for which a registration statement on Form S-8 has already been filed. Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Company's Registration Statement on Form S-8 (Commission File No. 333-48651) registering 6,000,000 shares of common stock for issuance under the FirstEnergy Corp. Savings Plan (formerly known as the Ohio Edison System Savings Plan) (the "FirstEnergy Savings Plan"), are hereby incorporated by reference. Contemporaneously with the filing of this Registration Statement, the Company is filing with the Securities and Exchange Commission (the "Commission") Post-Effective Amendment No. 1 to the 2001 Registration Statement pursuant to which the Company registered, among other offers and sales of its shares of common stock, the offer and sale of 133,867 shares of common stock pursuant to the GPU Companies Employee Savings Plan for Nonbargaining Employees, the GPU Companies Employee Savings Plan for Employees Represented by IBEW System Council U-3, the GPU Companies Employee Savings Plan for Employees Represented by IBEW Local 459 and UWUA Local 180 and the GPU Companies Employee Savings Plan for Employees Represented by IBEW Local 777 (collectively, the "GPU Plans"). The GPU Plans were merged into the FirstEnergy Savings Plan on January 7, 2003 and, as a result, the FirstEnergy Savings Plan is the successor to the GPU Plans. The Carryover Shares were not sold pursuant to the GPU Plans and, following the filing of Post-Effective Amendment No. 1 to the 2001 Registration Statement, the Carryover Shares are no longer available for new offers or sales under the GPU Plans. Consequently, in accordance with the Instruction and Interpretation: (i) the Company is carrying over from the 2001 Registration Statement and registering the offer and sale of 133,867 shares of common stock under the FirstEnergy Savings Plan pursuant to this Registration Statement; (ii) registration fees in the amount of $1,130 allocable to the Carryover Shares and paid in connection with the 2001 Registration Statement are carried over to this Registration Statement; (iii) the 2001 Registration Statement is being amended on a post-effective basis to describe the merger of the GPU Plans into the FirstEnergy Savings Plan; (iv) in addition to the shares being carried over pursuant to (i) above, the Company is registering for the first time the offer and sale of 6,866,133 shares of common stock under the FirstEnergy Savings Plan pursuant to this Registration Statement, so that this Registration Statement registers a total of 7,000,000 2 shares of common stock to be offered and sold under the FirstEnergy Savings Plan; and (v) in addition to the registration fees being carried over pursuant to (ii) above, the registration fee allocable to the newly registered shares in the amount of $18,558.26 has been paid to the Commission in connection with this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by the Company or the FirstEnergy Savings Plan with the Commission are incorporated by reference in this Registration Statement: (1) The Company's Annual Report on Form 10-K (as amended by the Forms 10-K/A filed on May 9, 2003, August 19, 2003 and September 11, 2003) for the year ended December 31, 2002; (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 (as amended by the Forms 10-Q/A filed on August 19, 2003 and September 11, 2003), June 30, 2003 (as amended by the Form 10-Q/A filed on September 11, 2003) and September 30, 2003; (3) The Company's Current Reports on Form 8-K filed January 17, 2003, January 21, 2003, March 11, 2003, March 17, 2003, March 18, 2003, April 16, 2003, April 18, 2003, May 1, 2003, May 9, 2003, May 22, 2003, June 5, 2003, June 11, 2003, June 27, 2003, July 24, 2003, July 25, 2003, August 5, 2003, August 7, 2003, August 8, 2003, September 8, 2003, September 12, 2003, September 24, 2003, November 13, 2003 and November 21, 2003; (4) Annual report on Form 11-K of the FirstEnergy Savings Plan for the year ended December 30, 2002, filed with the Commission on June 27, 2003, as amended by the Form 11-K/A filed with the Commission on June 30, 2003; (5) The description of the Company's common stock contained in the Company's Registration Statement on Form S-3, Pre-Effective Amendment No. 1 (Registration No. 333-103865), filed with the Commission on August 27, 2003, and any amendment or report filed for the purpose of updating such description; and (6) The description of the Share Purchase Rights of the Company contained in the Company's Current Report on Form 8-K, dated November 18, 1997, and any amendment or report filed for the purpose of updating that description. All documents filed by the Company or the FirstEnergy Savings Plan with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement 3 and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 5. Interests of Named Experts and Counsel. The validity of the securities being registered will be verified by Gary D. Benz, Esq., the Company's Associate General Counsel. As of November 14, 2003, Mr. Benz owned 2,761 shares of the Company's common stock. Mr. Benz is eligible to participate in the FirstEnergy Savings Plan, pursuant to which the Company's common stock will be issued. With respect to the unaudited consolidated financial information of FirstEnergy Corp. for the three-month periods ended March 31, 2003 and 2002, for the three-month and six-month periods ended June 30, 2003 and 2002 and for the three-month and nine-month periods ended September 30, 2003 and 2002, incorporated by reference in this Registration Statement, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 9, 2003, except as to Note 1, which is as of August 18, 2003, August 18, 2003, and November 13, 2003 for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, respectively, incorporated by reference herein, state that they did not audit and they do not express an opinion on that unaudited consolidated financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited consolidated financial information because those reports are not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. Item 8. Exhibits. The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement. The Company hereby undertakes that it will submit or has submitted the FirstEnergy Savings Plan and any amendments thereto to the Internal Revenue Service in a timely manner and has made or will make all changes required by the Internal Revenue Service in order to qualify the FirstEnergy Savings Plan under Section 401 of the Internal Revenue Code of 1986, as amended. Item 9. Undertakings The Company hereby undertakes: 4 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of the annual report pursuant to Section 15(d) of the Exchange Act for the FirstEnergy Savings Plan) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling 5 precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on this 21st day of November, 2003. FIRSTENERGY CORP. By: /s/ David W. Whitehead ------------------------------------ David W. Whitehead Corporate Secretary (Duly Authorized Officer) Each of the undersigned directors and officers of the Company, individually as such director and/or officer, hereby makes, constitutes and appoints H. Peter Burg and David W. Whitehead, and each of them, singly or jointly, with full power of substitution, as his or her true and lawful attorney-in-fact and agent to execute in his or her name, place and stead, in any and all capacities, and to file with the Commission, any and all post-effective amendments to this Registration Statement, which post-effective amendment may make such changes in the Registration Statement as the Company deems appropriate, hereby ratifying and confirming all that each of said attorneys-in-fact, or his, her or their substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on this 19th day of November, 2003.
Signature Title Date --------- ----- ---- /s/H. Peter Burg - --------------------------------- Chairman of the Board and Chief H. Peter Burg Executive Officer (Principal Executive November 19, 2003 Officer) /s/Anthony J. Alexander - --------------------------------- President, Chief Operating Officer and November 19, 2003 Anthony J. Alexander Director /s/Richard H. Marsh - --------------------------------- Senior Vice President and Chief Richard H. Marsh Financial Officer (Principal Financial November 19, 2003 Officer) /s/Harvey L. Wagner - --------------------------------- Vice President, Controller and Chief Harvey L. Wagner Accounting Officer (Principal November 19, 2003 Accounting Officer) 7 /s/Paul T. Addison - --------------------------------- November 19, 2003 Paul T. Addison Director /s/Carol A. Cartwright - --------------------------------- November 19, 2003 Carol A. Cartwright Director /s/William T. Cottle - --------------------------------- November 19, 2003 William T. Cottle Director /s/Robert B. Heisler, Jr. - --------------------------------- November 19, 2003 Robert B. Heisler, Jr. Director /s/Robert L. Loughhead - --------------------------------- November 19, 2003 Robert L. Loughhead Director /s/Russell W. Mainer - --------------------------------- November 19, 2003 Russell W. Maier Director /s/John M. Pietruski - --------------------------------- November 19, 2003 John M. Pietruski Director /s/Robert N. Pokelwaldt - --------------------------------- November 19, 2003 Robert N. Pokelwaldt Director /s/Paul J. Powers - --------------------------------- November 19, 2003 Paul J. Powers Director /s/Catherine A. Rein - --------------------------------- November 19, 2003 Catherine A. Rein Director /s/Robert C. Savage - --------------------------------- November 19, 2003 Robert C. Savage Director /s/George M. Smart - --------------------------------- November 19, 2003 George M. Smart Director /s/Jesse T. Williams, Sr. - --------------------------------- November 19, 2003 Jesse T. Williams, Sr. Director /s/Dr. Patricia K. Woolf - --------------------------------- November 19, 2003 Dr. Patricia K. Woolf Director
8 The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Akron, State of Ohio, on this 21st day of November, 2003. FIRSTENERGY CORP. SAVINGS PLAN By: FIRSTENERGY CORP., ADMINISTRATOR /s/Richard H. Marsh By: --------------------------------------------- Richard H. Marsh Senior Vice President and Chief Financial Officer 9 EXHIBIT INDEX Exhibit No. Description of Document - ----------- ----------------------- 4(a) Amended Articles of Incorporation of FirstEnergy Corp. (physically filed and designated in the Registration Statement on Form S-3 (Registration No. 333-103865) as Exhibit 4(a)).* 4(b) Amended Code of Regulations of FirstEnergy Corp. (physically filed and designated in the Annual Report on Form 10-K/A, filed on April 16, 2001, as Exhibit 3).* 4(c) Form of Common Stock Certificate (physically filed and designated in the Registration Statement on Form S-3/A (Registration No. 333-40063) as Exhibit 4(c)).* 4(d) Rights Agreement, dated as of November 18, 1997, between FirstEnergy Corp. and The Bank of New York and form of Right Certificate (physically filed and designated in the Current Report on Form 8-K, dated November 18, 1997, as Exhibit 4.1).* 5 Opinion of Gary D. Benz, Esq., Associate General Counsel for the Company, as to the validity of the Company's shares of common stock being registered. (x) 15 Letter of PricewaterhouseCoopers LLP to the Company regarding unaudited interim financial information. (x) 23(a) Consent of Gary D. Benz, Esq. (included in Exhibit 5). 23(b) Consent of Independent Accountants, PricewaterhouseCoopers LLP. (x) - --------------- *........Incorporated herein by reference. (x)......Filed herewith. E-1 EX-5 3 ex-5.txt CONSENT OF GARY BENZ Exhibits 5 and 23(a) November 21, 2003 FirstEnergy Corp. 76 South Main Street Akron, Ohio 44308 Re: Registration Statement on Form S-8 of FirstEnergy Corp. Relating to the Issuance of shares of common stock under the FirstEnergy Corp. Savings Plan (the "FirstEnergy Savings Plan") Ladies and Gentlemen: I have acted as Associate General Counsel to FirstEnergy Corp., an Ohio corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering of up to 7,000,000 shares of common stock (the "Shares"), par value $0.10 per share, to be issued pursuant to the provisions of the FirstEnergy Savings Plan. I, or the attorneys under my supervision and control upon whom I have relied, have examined such records, documents, statutes and decisions as I or they have deemed relevant in rendering this opinion. Based on the foregoing, I am of the opinion that when: (a) the applicable provisions of the Securities Act and of State securities or "blue sky" laws shall have been complied with, and (b) the Company's Board of Directors shall have duly authorized the issuance of the Shares pursuant to the provisions of the FirstEnergy Savings Plan, and (c) the Shares have been duly issued and paid for in an amount not less than par value of $0.10 per share, the Shares will be validly issued, fully paid and non-assessable. I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder. Very truly yours, /s/Gary D. Benz -------------------- Gary D. Benz, Esq. 2 EX-15 4 ex15.txt PWC LETTER Exhibit 15 November 21, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We are aware that our reports dated May 9, 2003, except as to Note 1, which is as of August 18, 2003, August 18, 2003 and November 13, 2003 on our reviews of consolidated interim financial information of FirstEnergy Corp. for the three-month periods ended March 31, 2003 and 2002, for the three-month and six-month periods ended June 30, 2003 and 2002 and for the three-month and nine-month periods ended September 30, 2003 and 2002, respectively, and included in the Company's quarterly report on Form 10-Q/A, Amendment No. 2, for the quarter ended March 31, 2003, the Company's quarterly report on Form 10-Q/A, Amendment No. 1, for the quarter ended June 30, 2003 and the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2003, respectively, are incorporated by reference in its Registration Statement on Form S-8 dated November 21, 2003. Very truly yours, PricewaterhouseCoopers LLP EX-23 5 ex23-b.txt EX-23(B) CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23(b) Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 28, 2003, except as to Note 2(L), which is as of May 9, 2003, and Notes 2(M) and 8, which are as of August 18, 2003, relating to the consolidated financial statements, which appears in the 2002 Annual Report to Stockholders of FirstEnergy Corp., as restated, which is incorporated by reference in FirstEnergy Corp.'s Annual Report on Form 10-K/A, Amendment No. 2, for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated February 28, 2003 relating to the financial statement schedule, which appears in FirstEnergy Corp.'s Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the references to us under Item 5. "Interests of Named Experts and Counsel" in such Registration Statement. We also consent to the incorporation by reference in this Registration Statement of our report dated June 20, 2003 relating to the financial statements, which appears in the Annual Report of the FirstEnergy Corp. Savings Plan on Form 11-K/A, Amendment No. 1, for the fiscal year ended December 30, 2002. PricewaterhouseCoopers LLP Cleveland, Ohio November 21, 2003 -----END PRIVACY-ENHANCED MESSAGE-----