-----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, TYPt4uZmRKsHG/nRgFpbs04VAGyfc7+RKapLljKma8u35BWbt2vU4AOA8D92Y7+p MtvUDW2z9UVfdkf+ii/ObQ== 0001116679-07-002794.txt : 20071019 0001116679-07-002794.hdr.sgml : 20071019 20071019170947 ACCESSION NUMBER: 0001116679-07-002794 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20071019 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071019 DATE AS OF CHANGE: 20071019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32408 FILM NUMBER: 071181717 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 8-K 1 f8k_425-101907.htm DATE OF REPORT: OCTOBER 19, 2007 f8k_425-101907.htm
UNITED STATES
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 )
October 19, 2007
 
     
     
 
FairPoint Communications, Inc.
 
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
333-56365
 
13-3725229
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
         
         
 
521 East Morehead Street,
Suite 250,
Charlotte, North Carolina
 
 
28202
 
 
(Address of principal executive offices)
 
(Zip Code)
 
         
         
Registrant's telephone number, including area code
(704) 344-8150
 
     
     
 
 N/A
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
Item 8.01 – Other Events.

On October 19, 2007, FairPoint Communications, Inc. (the “Company”) issued a press release entitled “Maine’s ‘22 Independents’ Reach Agreement with FairPoint Communications Regarding Proposed Transactions Relating to Verizon’s Wireline Operations in State” (the “First Press Release”). The First Press Release is being furnished by being attached hereto as Exhibit 99.1.

On October 19, 2007, the Company issued a press release entitled “New Hampshire’s ‘Eight Independents’ Reach Agreement with FairPoint Communications Regarding Proposed Transactions Relating to Verizon’s Wireline Operations in State” (the “Second Press Release”). The Second Press Release is being furnished by being attached hereto as Exhibit 99.2.

On October 19, 2007, the Company issued a press release entitled “Vermont’s ‘Eight Independents’ Reach Agreement with FairPoint Communications Regarding Proposed Transactions Relating to Verizon’s Wireline Operations in State” (the “Third Press Release”). The Third Press Release is being furnished by being attached hereto as Exhibit 99.3.

The Company has filed, and the Securities and Exchange Commission (“SEC”) has declared effective, a registration statement in connection with the Company’s proposed merger (the “Merger”) with Northern New England Spinco Inc. (“Spinco”), a subsidiary of Verizon Communications Inc. (“Verizon”), pursuant to the Agreement and Plan of Merger, dated as of January 15, 2007, by and among the Company, Verizon and Spinco, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, and Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007, in each case, by and among the Company, Verizon and Spinco.  The Company urges investors to read this document and other materials filed and to be filed by the Company relating to the Merger because they contain and will contain important information.  Investors may obtain free copies of the registration statement, as well as other filed documents containing information about the Company and the Merger, at www.sec.gov, the SEC’s website.  Investors may also obtain free copies of these documents and the Company’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
 
Item 9.01                      Financial Statements and Exhibits.
 
(c) Exhibits
 
Exhibit Number
Description
   
99.1
First Press Release, dated October 19, 2007
 
 

 

 
99.2
Second Press Release, dated October 19, 2007
   
99.3 Third Press Release, dated October 19, 2007
 
The information in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section.  The information in this Current Report, including the exhibits attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.
 
 

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.
 
 
   FAIRPOINT COMMUNICATIONS, INC.
       
       
 
By:  /s/ John P. Crowley
   
          Name:   John P. Crowley    
          Title:     Executive Vice President and    
                        Chief Financial Officer    
 
Date:  October 19, 2007
 
 
 

 
EX-99.1 2 ex99-1.htm PRESS RELEASE, DATED OCTOBER 19, 2007 ex99-1.htm
Exhibit 99.1
 
 
 
 
       MEDIA CONTACTS:    
Pam Joy
    (207) 642-7337
    pjoy@fairpoint.com
     
    Connie Gemmer
    (207) 774-2458, x 102
    connie@bartongingold.com
 

MAINE’S ‘22 INDEPENDENTS’ REACH AGREEMENT WITH FAIRPOINT
COMMUNICATIONS REGARDING PROPOSED TRANSACTION RELATING TO
VERIZON’S WIRELINE OPERATIONS IN STATE
 

PORTLAND, ME (October 19, 2007)– FairPoint Communications, Inc. (NYSE: FRP) today announced that Maine’s 22 independent incumbent local exchange carriers (the “22 Independents”) have each entered into a Settlement Agreement with FairPoint regarding the continuation of existing network management arrangements between those companies and Verizon.

The agreement will become effective upon the close of the transaction relating to Verizon’s wireline operations in Vermont, Maine and New Hampshire.  The 22 Independents include:
 
     China Telephone Company      Oxford West Telephone Company
     Cobbosseecontee Telephone & Telegraph Company      Pine Tree Telephone & Telegraph Company
     Community Service Telephone Company      Saco River Telegraph and Telephone Company
     Hampden Telephone Company      Sidney Telephone Company
     Hartland & St. Albans Telephone Company      Somerset Telephone Company
     Island Telephone Company      Standish Telephone Company
     Lincolnville Telephone Company      Tidewater Telecom Inc.
     Maine Telephone Company      Union River Telephone Company
     Mid-Maine Telcom      UniTel Inc.
     Northland Telephone Company      Warren Telephone Company
     Oxford Telephone Company      West Penobscot Telephone Company
 
In signing the Settlement Agreement, the 22 Independents have indicated that they are satisfied that the terms of the Settlement Agreement are sufficient to ensure that FairPoint will continue to provide them with the same services that they currently receive from Verizon, in a manner that will allow each company to continue to provide the same high quality of service that they currently provide to their customers.
 
 “We are gratified to have reached a settlement with the 22 Independents in Maine,” said Gene Johnson, Chairman and CEO of FairPoint.  “We will continue to seek settlements with other intervenors, steadily moving forward on securing all necessary approvals for the transaction.”
 
 

 
In January, FairPoint submitted its applications for approval of the acquisition of Verizon’s wireline operations in Maine, New Hampshire and Vermont. The petitions are currently being reviewed by the Public Utilities Commissions of Maine and New Hampshire, and the Public Service Board of Vermont, as well as by the Federal Communications Commission.
 
About FairPoint
FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint's mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange under the symbol “FRP”.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission ("SEC"), including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the SEC.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read these documents and other materials filed and to be filed by FairPoint relating to the proposed merger because they contain and will contain important information.  Investors can obtain copies of the registration statement, as well as other filed documents containing information about FairPoint and the proposed merger, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents and FairPoint’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 
# # #
 
 

 
 
EX-99.2 3 ex99-2.htm PRESS RELEASE, DATED OCTOBER 19, 2007 ex99-2.htm
Exhibit 99.2
 
 
 
 
       MEDIA CONTACTS:    
Pam Joy
    (207) 642-7337
    pjoy@fairpoint.com
     
    Scott Tranchemontagne
    603-540-4380
    scott@montagnecommunication.com 

 
NEW HAMPSHIRE’S ‘EIGHT INDEPENDENTS’ REACH AGREEMENT WITH
FAIRPOINT COMMUNICATIONS REGARDING PROPOSED TRANSACTION
RELATING TO VERIZON’S WIRELINE OPERATIONS IN STATE
 
CONCORD, NH (October 19, 2007)– FairPoint Communications, Inc. (NYSE: FRP) today announced New Hampshire’s eight independent incumbent local exchange carriers (the “Eight Independents”) have each entered into a Settlement Agreement with FairPoint regarding the continuation of existing network management arrangements between those companies and Verizon.

The agreement will become effective upon the close of the transaction relating to Verizon’s wireline operations in Vermont, Maine and New Hampshire.  The Eight Independents include Bretton Woods Telephone Company, Inc.; Dixville Telephone Company; Dunbarton Telephone Company, Inc.; Granite State Telephone, Inc.; TDS Telecom/Hollis Telephone Company, Inc.; TDS Telecom/Kearsarge Telephone Company; TDS Telecom/Merrimack County Telephone Company; and TDS Telecom/Wilton Telephone Company, Inc.
 
In signing the Settlement Agreement the Eight Independents have indicated that they are satisfied that FairPoint will continue to provide them with the same services that they currently receive from Verizon, in a manner that will allow each company to continue to provide the same high quality of service to their customers that they currently provide.
 
 “We are gratified to have reached a settlement with the Eight Independents in New Hampshire,” said Gene Johnson, Chairman and CEO of FairPoint.  “We will continue to seek settlements with other intervenors, steadily moving forward on securing all necessary approvals for the transaction.”
 
In January, FairPoint submitted its applications for approval of the acquisition of Verizon’s wireline operations in Maine, New Hampshire and Vermont. The petitions are currently being reviewed by the Public Utilities Commissions of Maine and New Hampshire, and the Public Service Board of Vermont, as well as by the Federal Communications Commission.
 
About FairPoint
 
FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint's mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states
 
 

 
 
offering an array of services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange under the symbol “FRP”.
 
This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission ("SEC"), including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the SEC.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.
 
FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read these documents and other materials filed and to be filed by FairPoint relating to the proposed merger because they contain and will contain important information.  Investors can obtain copies of the registration statement, as well as other filed documents containing information about FairPoint and the proposed merger, at www.sec.gov, the SEC’s website.  Investors may also obtain free copies of these documents and FairPoint’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.
 
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
 
 
 
 

 
EX-99.3 4 ex99-3.htm PRESS RELEASE, DATED OCTOBER 19, 2007 ex99-3.htm
Exhibit 99.3
 
 
 
 
       MEDIA CONTACTS:    
Pam Joy
    (207) 642-7337
    pjoy@fairpoint.com
     
    Connie Gemmer
    (207) 774-2458, x 102
    connie@bartongingold.com 
 
 

VERMONT’S ‘EIGHT INDEPENDENTS’ REACH AGREEMENT WITH FAIRPOINT
COMMUNICATIONS REGARDING PROPOSED TRANSACTION RELATING TO
VERIZON’S WIRELINE OPERATIONS IN STATE
 
MONTPELIER, VT (October 19, 2007)– FairPoint Communications, Inc. (NYSE: FRP) today announced Vermont’s eight independent incumbent local exchange carriers (the “Eight Independents”) have each entered into a Settlement Agreement with FairPoint regarding the continuation of existing network management arrangements between those companies and Verizon.

The agreement will become effective upon the close of the transaction relating to Verizon’s wireline operations in Vermont, Maine and New Hampshire.  The Eight Independents include Franklin Telephone Company, Inc., Ludlow Telephone Company, Inc., Northfield Telephone Company, Inc., Perkinsville Telephone Company, Inc., Shoreham Telephone Company, Inc., Topsham Telephone Company, Inc., Vermont Telephone Company, Inc., and Waitsfield-Fayston Telephone Company, Inc.
 
In signing the Settlement Agreement the Eight Independents have indicated that they are satisfied that FairPoint will continue to provide them with the same services that they currently receive from Verizon, in a manner that will allow each company to continue to provide the same high quality of service to their customers that they currently provide.
 
 “We are gratified to have reached a settlement with the Eight Independents in Vermont,” said Gene Johnson, Chairman and CEO of FairPoint.  “We will continue to seek settlements with other intervenors, steadily moving forward on securing all necessary approvals for the transaction.”
 
In January, FairPoint submitted its applications for approval of the acquisition of Verizon’s wireline operations in Maine, New Hampshire and Vermont. The petitions are currently being reviewed by the Public Utilities Commissions of Maine and New Hampshire, and the Public Service Board of Vermont, as well as by the Federal Communications Commission.
 
About FairPoint
FairPoint is a leading provider of communications services to rural and small urban communities across the country. Incorporated in 1991, FairPoint's mission is to acquire and operate telecommunications companies that set the standard of excellence for the delivery of service to rural and small urban communities. Today, FairPoint owns and operates 30 local exchange companies located in 18 states offering an array of services, including local and long distance voice, data, Internet and broadband offerings. FairPoint is traded on the New York Stock Exchange under the symbol “FRP”.
 
 


This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements related to potential cost savings and synergies expected to be realized in the merger. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission ("SEC"), including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the SEC.  These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements.  All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.  Source: FairPoint Communications, Inc., www.fairpoint.com.

FairPoint has filed, and the SEC has declared effective, a registration statement in connection with the proposed merger.  FairPoint urges investors to read these documents and other materials filed and to be filed by FairPoint relating to the proposed merger because they contain and will contain important information.  Investors can obtain copies of the registration statement, as well as other filed documents containing information about FairPoint and the proposed merger, at www.sec.gov, the SEC’s website. Investors may also obtain free copies of these documents and FairPoint’s other SEC filings at www.fairpoint.com under the Investor Relations section, or by written request to FairPoint Communications, Inc., 521 E. Morehead Street, Suite 250, Charlotte, NC 28202, Attention: Investor Relations.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 
# # #
 
 

 
 
 

 
 

 
 

 
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