-----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, AIPyxbM/JuEvpn1pI1NYlA65bRPO+JExG2GQtNAfLA+eSmcx6R4BhNL1f0DaA838 aeafEm0L0f+5eAQseFOAUA== 0000950128-98-000871.txt : 19980625 0000950128-98-000871.hdr.sgml : 19980625 ACCESSION NUMBER: 0000950128-98-000871 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980624 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPORTSLINE USA INC CENTRAL INDEX KEY: 0000945688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 650470894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52205 FILM NUMBER: 98653354 BUSINESS ADDRESS: STREET 1: 6340 NW 5TH WAY STREET 2: 305-351-2120 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9543512120 MAIL ADDRESS: STREET 1: 6340 NW 5TH WAY CITY: FT LAUDERDALE STATE: FL ZIP: 33309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CBS CORP CENTRAL INDEX KEY: 0000106413 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 250877540 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129754321 MAIL ADDRESS: STREET 1: 51 WEST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WESTINGHOUSE ELECTRIC & MANUFACTURING CO DATE OF NAME CHANGE: 19710510 SC 13D/A 1 SPORTSLINE USA, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) SportsLine USA, Inc. ---------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ---------------------------------------------- (Title of Class of Securities) 848934-10-5 ----------- (CUSIP Number) Angeline C. Straka Vice President, Secretary & Deputy General Counsel CBS Corporation 51 West 52nd Street New York, New York 10019 (212) 975-3335 ------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 18, 1998 ------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement. [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 13 2 CUSIP NO. 848934-10-5 - ----------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person CBS Corporation I.R.S. Identification No. 25-0877540 - ----------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------------------- (4) Source of Funds 00 - ----------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) Citizenship or Place of Organization Pennsylvania - ----------------------------------------------------------------------------- Number of (7) Sole Voting Power None Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 2,048,075 Owned by -------------------------------------------------------- Each Report- (9) Sole Dispositive Power None ing Person -------------------------------------------------------- With (10) Shared Dispositive Power 2,048,075 - ----------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,048,075 - ----------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 10.8% - ----------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 2 of 13 3 CUSIP NO. 848934-10-5 - ----------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person Westinghouse CBS Holding Company, Inc. I.R.S. Identification No. 25-1776511 - ----------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------------------- (4) Source of Funds 00 - ----------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ----------------------------------------------------------------------------- Number of (7) Sole Voting Power None Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 2,048,075 Owned by -------------------------------------------------------- Each Report- (9) Sole Dispositive Power None ing Person -------------------------------------------------------- With (10) Shared Dispositive Power 2,048,075 - ----------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,048,075 - ----------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 10.8% - ----------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 3 of 13 4 CUSIP NO. 848934-10-5 - ----------------------------------------------------------------------------- (1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above Person CBS Broadcasting, Inc. I.R.S. Identification No. 13-0590730 - ----------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [x] (b) [ ] - ----------------------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------------------- (4) Source of Funds 00 - ----------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ----------------------------------------------------------------------------- (6) Citizenship or Place of Organization New York - ----------------------------------------------------------------------------- Number of (7) Sole Voting Power None Shares Bene- -------------------------------------------------------- ficially (8) Shared Voting Power 2,048,075 Owned by -------------------------------------------------------- Each Report- (9) Sole Dispositive Power None ing Person -------------------------------------------------------- With (10) Shared Dispositive Power 2,048,075 - ----------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,048,075 - ----------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 10.8% - ----------------------------------------------------------------------------- (14) Type of Reporting Person CO Page 4 of 13 5 This Amendment No. 1 amends and supplements the statement on Schedule 13D dated January 2, 1998 (the "Schedule 13D") by CBS Broadcasting, Inc. ("Broadcasting"), a wholly-owned subsidiary of Westinghouse CBS Holding Company, Inc. ("Holding"), which is a wholly-owned subsidiary of CBS Corporation ("CBS"). Item 2. Identity and Background - -------------------------------- The persons filing this statement are: (i) CBS Corporation (CBS), formerly known as Westinghouse Electric Corporation, a Pennsylvania corporation. The address of the principal office and principal business address of CBS is 51 West 52nd Street, New York, NY 10019. CBS conducts its business directly and through various subsidiaries; (ii) Westinghouse CBS Holding Company, Inc., a wholly owned subsidiary of CBS (Holding). The address of the principal office and principal business address of Holding is 7800 Beverly Boulevard, Los Angeles, CA 90036; and (iii) CBS Broadcasting, Inc. (Broadcasting), formerly known as CBS, Inc., a wholly owned subsidiary of Holding. The address of the principal office and principal business address of Broadcasting is 51 West 52nd Street, New York, NY 10019. Broadcasting is a party to the Agreement, the Stockholder Agreement and the Co-Sale Agreement, as defined in Items 3 and 4. The operations of CBS, Holding and Broadcasting principally relate to television and radio broadcasting and cable programming. Schedule I of Item 2 is amended by the attached Schedule 1, which is a list of the directors and executive officers of CBS, Holding and Broadcasting setting forth the following information with respect to each such person: (a) name; (b) business address; and (c) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Except for Robert E. Cawthorn, who is a British citizen, and Jan Leschly, who is a Danish citizen, each person identified on Schedule 1 is a United States citizen. During the last five years, neither CBS, Holding, Broadcasting nor, to the knowledge of CBS, Holding and Broadcasting, any person identified in Schedule 1 hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Page 5 of 13 6 Item 4. Purpose of Transaction - ------------------------------- Item 4 is amended to report that on June 18, 1998, Broadcasting sold 200,000 of the shares of Common Stock it received from the Issuer upon entering into the Agreement dated as of March 5, 1997 between the Issuer and Broadcasting as amended by Amendment No. 1 to the Agreement (together, the "Agreement") as such Agreement is described in response to Items 3 and 4 in open market transactions through a broker at prices per share ranging from $34.00 to $34.5625 for an aggregate of $6,852,187.50. Broadcasting also exercised the 1997 warrant it received pursuant to the Agreement for 380,000 shares of Common Stock of the Issuer at the warrant exercise price of $10.00 per share on January 20, 1998 using general corporate funds. Broadcasting holds shares of Common Stock for investment, and may, from time to time, acquire additional shares and/or dispose of shares of Common Stock. Two of the current directors on the Board of Directors of the Issuer were designated by Broadcasting under the Stockholders Agreement; however, pursuant to such Stockholders Agreement, Broadcasting's right, as long as Broadcasting maintains a certain minimum share ownership, to designate further directors or to have a representative attend Issuer's Board of Directors meetings in a non-voting, observer capacity ceases on the closing of the Issuer's first underwritten public sale of Common Stock pursuant to a registration statement. Broadcasting, CBS and Holding have no present plans or proposals with respect to the matters set forth in Item 4(b), (c), (d), (e), (f), (g), (h), (i) and (j); but Broadcasting, CBS and Holding do reserve their right to implement a different course of action at any time in the future, depending upon such criteria as may be significant to Broadcasting, CBS and Holding. Item 5. Interest in Securities of the Issuer. - ---------------------------------------------- 5(a) and (b) As of June 18, 1998, Broadcasting has voting and investment power over 1,668,075 shares of Common Stock held by Broadcasting. Broadcasting also has the right to acquired 380,000 shares of Common Stock under a warrant dated January 2, 1998, which warrant is presently exercisable in whole or part at any time prior to December 31, 1998. CBS and Holding may be deemed to beneficially own all the Common Stock beneficially owned by Broadcasting. In the aggregate, Broadcasting, CBS and Holding share voting and investment power over 2,048,075 shares of Common Stock (including the 380,000 shares covered by the outstanding warrant) or 10.8% of the Common Stock of Issuer as of June 18, 1998 (assuming the exercise of the warrant and assuming 19,005,820 shares of Common Stock outstanding for purposes of this calculation, based on information set forth in the Issuer's definitive proxy statement that there were 18,625,820 outstanding shares as of May 15, 1998, plus the warrant held by Broadcasting for 380,000 shares). 5 (c) As further described in Item 4 above, on June 18, 1998 Broadcasting sold 200,000 shares of Common Stock. Except as described above, neither CBS, Broadcasting, Holding nor, to their knowledge, any person named in Schedule 1 beneficially owns any shares of Common Stock or has effected any transactions in the Common Stock during the past 60 days. 5 (d) None. 5 (e) Not applicable. Page 6 of 13 7 Item 7. Materials to be Filed as Exhibits - ------------------------------------------ Exhibit 1: Signature authority resolution Any information previously included in the Schedule 13D and not revised or modified as described in this Amendment No. 1 remains unchanged. (Signature) After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. June 23, 1998 CBS CORPORATION By: /s/ FREDRIC G. REYNOLDS ------------------------------------- Name: Fredric G. Reynolds Title: Executive Vice President and Chief Financial Officer WESTINGHOUSE CBS HOLDING COMPANY, INC. By: /s/ FREDRIC G. REYNOLDS ------------------------------------- Name: Fredric G. Reynolds Title: Executive Vice President and Chief Financial Officer CBS Corporation CBS BROADCASTING, INC. By: /s/ FREDRIC G. REYNOLDS ------------------------------------- Name: Fredric G. Reynolds Title: Executive Vice President and Chief Financial Officer Page 7 of 13 8 SCHEDULE 1-A Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of CBS Corporation --------------- Directors ---------
Present Principal Occupation and Name and Business Address Address of Employment - ------------------------- --------------------- Robert E. Cawthorn Chairman Emeritus Rhone-Poulenc Rorer, Inc. Rhone-Poulenc Rorer, Inc. 500 Arcola Road 500 Arcola Road Collegeville, PA 19426 Collegeville, PA 19426 and Managing Director, Global Health Care Partners DLJ Merchant Banking Partners LP Donaldson, Lufkin & Jenrette 401 City Line Avenue, 2nd Floor Bala Cynwyd, PA 19004-1122 George H. Conrades President and Executive Vice President GTE Internetworking GTE Internetworking 150 Cambridge Park 150 Cambridge Park Cambridge, MA 02140 Cambridge, MA 02140 Martin C. Dickinson Retired Senior Vice President P. O. Box 7078 Scripps Bank Rancho Santa Fe, CA 92067 P. O. Box 7078 Rancho Santa Fe, CA 92067 William H. Gray III President and Chief Executive Officer The College Fund/UNCF The College Fund/UNCF 8260 Willow Oaks Corporate Drive 8260 Willow Oaks Corporate Drive P. O. Box 10444 Fairfax, VA 22031 Fairfax, VA 22031 Michael H. Jordan Chairman and Chief Executive Officer CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Mel Karmazin President & Chief Operating Officer CBS Corporation CBS Corporation 40 W. 57th Street 40 West 57th Street New York, NY 10019 New York, NY 10019
Page 8 of 13 9 Jan Leschly Chief Executive SmithKline Beecham SmithKline Beecham P. O. Box 7929 P. O. Box 7929 Philadelphia, PA 19101 Philadelphia, PA 19101 David T. McLaughlin Chairman and Chief Executive Officer The Gallery - Suite 203 Orion Safety Products 46 Newport Road P. O. Box 1047 New London, NH 03257 Easton, MD 21601 Richard R. Pivirotto President Richard R. Pivirotto Co., Inc. Richard R. Pivirotto Co., Inc. 111 Clapboard Ridge Rd. 111 Clapboard Ridge Rd. Greenwich, CT 06830 Greenwich, CT 06830 Raymond W. Smith Chairman & Chief Executive Officer Bell Atlantic Corporation Bell Atlantic Corporation 1095 Avenue of the Americas 1095 Avenue of the Americas 39th Floor 39th Floor New York, NY 10036 New York, NY 10036 Paula Stern President The Stern Group, Inc. The Stern Group, Inc. 3314 Ross Place NW 3314 Ross Place NW Washington, DC 20008 Washington, DC 20008 Robert D. Walter Chairman and Chief Executive Officer Cardinal Health, Inc. Cardinal Health, Inc. 5555 Glendon Court 5555 Glendon Court Dublin, OH 43016 Dublin, OH 43016
Executive Officers ------------------
Present Principal Occupation and Name/Title and Business Address Address of Employment - ------------------------------- --------------------- Michael H. Jordan Chairman and Chief Executive Officer CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Louis J. Briskman Executive Vice President and General Counsel CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019
Page 9 of 13 10 Robert G. Freedline Vice President & Controller CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Carol V. Savage Vice President and Chief Accounting Officer CBS Corporation CBS Corporation 11 Stanwix Street 11 Stanwix Street Pittsburgh, PA 15222 Pittsburgh, PA 15222 Randy H. Zwirn President - Power Generation CBS Corporation CBS Corporation The Quadrangle The Quadrangle 4400 Alafaya Trail 4400 Alafaya Trail Orlando, FL 32826-2399 Orlando, FL 32826-2399 Charles W. Pryor, Jr. Vice President CBS Corporation CBS Corporation 4350 Northern Pike 4350 Northern Pike Monroeville, PA 15146 Monroeville, PA 15146 Fredric G. Reynolds Executive Vice President and Chief Financial Officer CBS Corporation CBS Corporation 51 West 52nd Street 51 West 52nd Street New York, NY 10019 New York, NY 10019 Mel Karmazin President & Chief Operating Officer CBS Corporation CBS Corporation 40 W. 57th Street 40 West 57th Street New York, NY 10019 New York, NY 10019 Leslie Moonves President and Chief Executive Officer, CBS Corporation CBS Television 7800 Beverly Boulevard 7800 Beverly Boulevard Los Angeles, CA 90036 Los Angeles, CA 90036
Page 10 of 13 11 SCHEDULE 1-B Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of Westinghouse CBS Holding Company, Inc. -------------------------------------- Directors ---------
Present Principal Occupation and Name and Business Address Address of Employment - ------------------------- --------------------- Michael H. Jordan Same as Schedule 1-A Same as Schedule 1-A Louis J. Briskman Same as Schedule 1-A Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Same as Schedule 1-A
Executive Officers ------------------
Present Principal Occupation and Name/Title and Business Address Address of Employment - ------------------------------- --------------------- Charles Cappleman President of West Coast Operations and Engineering President Westinghouse CBS Holding Company, Inc. Westinghouse CBS Holding Company, Inc. 7800 Beverly Boulevard 7800 Beverly Boulevard Los Angeles, CA 90036 Los Angeles, CA 90036 Susan J. Holiday Deputy General Counsel Vice President and Secretary West Coast Operations and Westinghouse CBS Holding Company, Inc. Engineering Los Angeles, CA 7800 Beverly Boulevard Westinghouse CBS Holding Company, Inc. Los Angeles, CA 90036 7800 Beverly Boulevard Los Angeles, CA 90036 Gary McCarthy Vice President of West Coast Finance Vice President Westinghouse CBS Holding Company, Inc. Westinghouse CBS Holding Company, Inc. 7800 Beverly Boulevard 7800 Beverly Boulevard Los Angeles, CA 90036 Los Angeles, CA 90036 Georgette Morrow Controller of West Coast Treasurer C.T.N. Accounting Westinghouse CBS Holding Company, Inc. Westinghouse CBS Holding Company, Inc. 7800 Beverly Boulevard 7800 Beverly Boulevard Los Angeles, CA 90036 Los Angeles, CA 90036
Page 11 of 13 12 SCHEDULE 1-C Name, Business Address, and Present Principal Occupation or Employment of the Directors and Executive Officers of CBS Broadcasting, Inc. ---------------------- Directors ---------
Present Principal Occupation and Name and Business Address Address of Employment - ------------------------- --------------------- Michael H. Jordan Same as Schedule 1-A Same as Schedule 1-A Louis J. Briskman Same as Schedule 1-A Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Same as Schedule 1-A
Executive Officers ------------------
Present Principal Occupation and Name/Title and Business Address Address of Employment - ------------------------------- --------------------- Michael H. Jordan Same as Schedule 1-A Same as Schedule 1-A Louis J. Briskman Same as Schedule 1-A Same as Schedule 1-A Mel Karmazin Same as Schedule 1-A Same as Schedule 1-A Leslie Moonves Same as Schedule 1-A Same as Schedule 1-A Fredric G. Reynolds Same as Schedule 1-A Same as Schedule 1-A
Page 12 of 13 EX-1 2 SPORTSLINE USA, INC. 1 Exhibit 1 --------- EXTRACT FROM MINUTES OF MEETING OF THE BOARD OF DIRECTORS OF CBS CORPORATION HELD ON JANUARY 28, 1998 ----------------------- RESOLVED, that the Chief Executive Officer of the Company, its President, its Executive Vice President and Chief Financial Officer, its Senior Vice President and General Counsel, its Principal Accounting Officer, its Vice President and Treasurer, and its Vice President, Secretary and Associate General Counsel are, and each of them with full power to act without the others hereby is, authorized to prepare, or cause to be prepared, and to execute the Company's Annual Report on Form 10-K for the year ended December 31, 1997 and the Company's Quarterly Reports on Form 10-Q for 1998, as well as any and all other reports or documents to be filed by the Company and/or its subsidiaries with the Securities and Exchange Commission, and any and all amendments thereto, on behalf of and as attorneys for the Company and/or its subsidiaries, and to file said Forms 10-K and 10-Q and other reports or documents, and any and all amendments thereto, with all exhibits thereto and any and all other documents in connection therewith, with the Securities and Exchange Commission on behalf of, and as attorneys for, the Company and/or its subsidiaries. ----------------------- I, CAROL L. McADAMS, Assistant Secretary of CBS Corporation, DO HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution adopted at a meeting of the Board of Directors of said Company held on January 28, 1998, at which meeting a quorum was present and which resolution is still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Company. Dated: June 19, 1998 /s/ CAROL L. MCADAMS ------------------------------ Assistant Secretary Page 13 of 13 -----END PRIVACY-ENHANCED MESSAGE-----