-----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,
OCs0fOf+fuiIHYrfuSkcJePCdgJKgl9bCyKh8ToP/8Vb+CMFYGGda+4bKg7TxJix
bCIYilT3rYBPx7t7zQ1FJg==
UNITED STATES
SECURITY AND EXCHANGE COMMISSION Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities Payment of Filing Fee (Check the appropriate box):
SCHEDULE 14A
Exchange Act of 1934 (Amendment No. ______ )
Filed
by the Registrant x
Filed
by a Party other than the Registrant o
Check
the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Pursuant to 240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
x
No fee required
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1.
Title of each class of securities to which transaction applies:
2.
Aggregate number of securities to which transaction applies:
3.
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4.
Proposed maximum aggregate value of transaction:
5.
Total fee paid:
o
Fee paid previously with preliminary materials.
o
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1.
Amount Previously
Paid:
2.
Form, Schedule or
Registration Statement No.:
3.
Filing Party:
4.
Date Filed:
1. |
Election of three class III directors, each for a three year term. |
2. |
Ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for 2010. |
3. |
Such other business as may properly be brought before the meeting or any adjournment or postponement of the meeting. |
Page |
||||||
---|---|---|---|---|---|---|
Proxy
Statement |
1 | |||||
Information
About the Annual Meeting and Voting |
1 | |||||
Stock
Ownership of Certain Beneficial Owners and Management |
4 | |||||
Election of
Directors* |
6 | |||||
Corporate
Governance |
10 | |||||
Audit
Committee Report |
13 | |||||
Executive
Compensation |
15 | |||||
Transactions
with Related Persons |
18 | |||||
Section 16(a)
Beneficial Ownership Reporting Compliance |
18 | |||||
Ratification
of Appointment of Independent Registered Public Accounting Firm* |
18 | |||||
Shareholder
Proposals for 2011 Annual Meeting |
19 | |||||
Other Matters
|
19 |
|
you are present and vote in person at the meeting; or |
|
you have properly submitted a proxy by mail, telephone or internet. |
|
over the telephone by calling a toll-free number; |
|
electronically, using the internet; or |
|
by completing, signing and mailing the enclosed proxy card. |
|
FOR the election of all of the nominees for director; |
|
FOR the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for 2010; and |
|
In the discretion of the persons named as proxies as to all other matters that may be properly presented at the annual meeting. |
|
FOR the election of all of the nominees for director; and |
|
FOR the ratification of the appointment of Crowe Horwath LLP as our independent registered public accounting firm for 2010. |
Name and Address of Beneficial Owner |
Amount Beneficially Owned |
Percent of Class Beneficially Owned |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Bruce J. Essex,
Jr. and Muskegon Castings Corp. 1985 E. Laketon Avenue Muskegon, Michigan 49442 (1) |
125,250 | 8.5 | % | |||||||
Gordon H. Girod
Trust and its trustees, Norma J. Girod, Stephen J. Girod and Gerald J. Girod 3677 Lakeshore Drive North Holland, Michigan 49424 (2) |
100,000 | 6.8 | % | |||||||
Bruce J.
Essex 1985 E. Laketon Avenue Muskegon, Michigan 49442 (3) |
81,362 | 5.5 | % |
(1) |
This information is based on a Schedule 13G filed by Bruce J. Essex, Jr. and Muskegon Castings Corp. on February 8, 2010. The Schedule 13G discloses that Mr. Essex, Jr. has sole voting and dispositive power for these 125,250 shares. It also discloses that Muskegon Castings Corp. owns 75,000 of these shares, which is 5.1% of our outstanding shares, and that Mr. Essex, Jr. is the Chairman of the Board, President, Chief Executive Officer, and a substantial majority owner of Muskegon Castings Corp. Mr. Essex, Jr.s father, Bruce J. Essex is a member of our Board of Directors. |
(2) |
This information is based on a Schedule 13G filed by the Gordon H. Girod Trust and its trustees, Norma J. Girod, Stephen J. Girod and Gerald J. Girod, and subsequently confirmed by one of the trustees. The Schedule 13G discloses that the trust has sole voting and dispositive power for these 100,000 shares, and that each of the trustees has shared voting and dispositive power for these 100,000 shares. The Schedule 13G discloses the address set forth in the table for the trust and Mr. Gerald Girod, for Mrs. Norma Girod, 2207 Lanco Drive N.W., Grand Rapids, Michigan 49504, and for Mr. Stephen Girod, 673 Lakeside Drive, Macatawa, Michigan 49434. |
(3) |
This information is based on a Schedule 13G filed by Bruce J. Essex, who is a member of our Board of Directors. The Schedule 13G discloses that Mr. Essex has sole voting and dispositive power for 23,595 of these shares, and shared voting and dispositive power for 57,767 of these shares. |
Name of Beneficial Owner |
Amount Beneficially Owned (1) |
Percent of Class Beneficially Owned (6) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Gary F.
Bogner |
64,130 | 4.4 | % | |||||||
Heather D.
Brolick |
19,517 | (2) | 1.3 | % | ||||||
Robert L.
Chandonnet |
67,630 | 4.6 | % | |||||||
Bruce J.
Essex |
81,362 | (3) | 5.5 | % | ||||||
Steven P.
Moreland |
0 | * | ||||||||
Bruce C.
Rice |
3,400 | * | ||||||||
Jonathan L.
Smith |
0 | * | ||||||||
Roger W.
Spoelman |
2,500 | * | ||||||||
Tracey A.
Welsh |
11,844 | (4) | * | |||||||
All directors
and executive officers as a group (10 persons) |
250,383 | (5) | 16.7 | % |
|
Member of our Board of Directors. |
* |
Less than one percent. |
(1) |
The number of shares beneficially owned includes any shares over which the person has sole or shared voting power or investment power and also any shares that the person can acquire within 60 days of February 14, 2010 through the exercise of any stock options or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) over the shares set forth in the table. For each person, the number of shares included in the table because the person has options to acquire the shares is set forth below. |
Name |
Shares |
Name |
Shares |
Name |
Shares |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mr.
Bogner |
4,000 | Mr.
Essex |
4,000 | Mr.
Smith |
0 | |||||||||||||||||
Ms.
Brolick |
10,000 | Mr.
Moreland |
0 | Mr.
Spoelman |
2,000 | |||||||||||||||||
Mr.
Chandonnet |
4,000 | Mr.
Rice |
2,000 | Ms.
Welsh |
7,500 |
(2) |
Includes 6,817 shares that Ms. Brolick owns under the Banks 401(k) plan, and 200 shares owned by her spouse. |
(3) |
Includes 6,250 shares owned by Port City Die Cast, a corporation solely owned by Mr. Essex, and 767 shares owned by Mr. Essexs spouse. |
(4) |
Includes 4,234 shares that Ms. Welsh owns under the Banks 401(k) plan. |
(5) |
Includes 33,500 shares that such persons have the right to acquire within 60 days of February 14, 2010 pursuant to our 1998 Employee Stock Option Plan or Director Stock Option Plans, and 11,051 shares that such persons own under the Banks 401(k) plan. |
(6) |
The percentages shown are based on the 1,468,800 shares of our common stock outstanding as of February 14, 2010, plus the number of shares that the named person or group has the right to acquire within 60 days of February 14, 2010. For purposes of computing the percentage of outstanding shares of common stock held by each person or group, any shares that the person or group has the right to acquire within 60 days after February 14, 2010 are deemed to be outstanding with respect to such person or group but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person or group. |
Name, Age, and Position with Community Shores and the Bank |
Has Served As Director Since |
Year When Term As a Director Expires |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Class III Directors (And Nominees for Terms Expiring in 2013) |
|||||||||||
Heather D.
Brolick, 50, Director, President and Chief Executive Officer of Community Shores and the Bank |
2006 | 2010 | |||||||||
Bruce J.
Essex, 60, Director |
1998 | 2010 | |||||||||
Bruce C.
Rice, 55, Director |
2004 | 2010 | |||||||||
Class I Directors |
|||||||||||
Gary F.
Bogner, 67, Director, Non-officer Chairman of the Boards of Community Shores and the Bank |
1998 | 2011 | |||||||||
Robert L.
Chandonnet, 65, Director, Non-officer Vice Chairman of the Boards of Community Shores and the Bank |
1998 | 2011 | |||||||||
Jonathan L.
Smith, 57, Director |
2006 | 2011 | |||||||||
Class II Directors |
|||||||||||
Steven P.
Moreland, 53, Director |
2006 | 2012 | |||||||||
Roger W.
Spoelman, 57, Director |
2004 | 2012 | |||||||||
Executive Officers (Who Are Not Also Directors) |
|||||||||||
Tracey A.
Welsh, 44, Senior Vice President, Chief Financial Officer and Treasurer of Community Shores and the Bank |
|||||||||||
John M.
Clark, 48, Senior Vice President and Secretary of Community Shores, Senior Vice President, Commercial Loan Department Head and Secretary of the Bank |
Audit Committee |
Compensation Committee |
Governance Committee |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Steven P.
Moreland |
Robert L. Chandonnet |
Gary
F. Bogner |
||||||||
Bruce C.
Rice* |
Steven P. Moreland |
Robert L. Chandonnet* |
||||||||
Roger W.
Spoelman |
Bruce
C. Rice |
Bruce
J. Essex |
||||||||
Roger
W. Spoelman* |
|
reviewing and recommending to our Board of Directors corporate and personal goals for the most senior executive officers of Community Shores and the Bank, evaluating their performance based on those goals, and recommending or determining their compensation based on the evaluation; |
|
reviewing and approving individual compensation, including salaries, bonuses, stock options and benefits for our other executive officers; |
|
administering and making recommendations to our Board of Directors regarding cash and stock-based compensation and incentive plans; |
|
reviewing and making recommendations to our Board of Directors regarding compensation of our directors; and |
|
reviewing and making recommendations to our Board of Directors regarding our personnel policies and programs. |
|
recommending candidates for election to our Board of Directors; |
|
making recommendations for the composition of our Board of Directors and its committees; |
|
monitoring the process to assess Board effectiveness; and |
|
developing, implementing and updating our corporate governance guidelines. |
|
the name and address of the shareholder making the recommendation; |
|
the name, age, business address and, if known, residence address of each nominee being recommended; |
|
the principal occupation or employment of each nominee being recommended; |
|
the number of shares of our stock that are beneficially owned by each nominee being recommended, and by the recommending shareholder; |
|
any other information about each nominee being recommended that must be disclosed by nominees in a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934; |
|
that the recommendation is that our Board of Directors or Governance Committee consider, nominate, and present the nominees to the shareholders as nominees of the Board of Directors, and whether the shareholder intends to nominate the nominees directly at a meeting of the shareholders; |
|
whether the shareholder and the nominees being recommended do or do not intend to solicit proxies from other shareholders to vote at a meeting of shareholders, and a description of the intended solicitation; and |
|
the executed consent of each nominee being recommended to serve as a director if elected. |
|
the accounting and financial reporting process; |
|
audits of financial statements; |
|
internal accounting and disclosure controls; and |
|
the internal audit functions. |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) (1) |
Total ($) |
|||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Heather D.
Brolick |
2009 | 195,300 | 0 | 0 | 0 | 0 | 0 | 4,354 | 199,654 | |||||||||||||||||||||||||||||
President and
Chief Executive Officer of Community Shores and the Bank |
2008 | 195,300 | 0 | 0 | 0 | 0 | 0 | 9,404 | 204,704 | |||||||||||||||||||||||||||||
Tracey A. Welsh
|
2009 | 129,300 | 0 | 0 | 0 | 0 | 0 | 3,245 | 132,545 | |||||||||||||||||||||||||||||
Senior Vice
President, Chief Financial Officer and Treasurer of Community Shores and the Bank |
2008 | 129,300 | 0 | 0 | 0 | 0 | 0 | 6,070 | 135,370 |
(1) |
Consists of the matching contribution made by the Bank to the named executive officers 401(k) plan account and group term life insurance premiums paid by the Bank on behalf of the named executive officers. |
Option Awards |
Stock Awards |
||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Number of Securities Underlying Unexercised Options (#) Exercisable (1) |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||||||||||||||||||||||||||||||
Heather D.
Brolick |
10,000 | 0 | 0 | 10.00 | 7/30/12 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||
Tracey A. Welsh
|
7,500 | 0 | 0 | 10.00 | 9/24/12 | 0 | 0 | 0 | 0 |
(1) |
The option for 10,000 shares granted to Ms. Brolick vested in four installments over a three year period at the rate of 2,500 shares per year, commencing on the July 31, 2002 grant date. The option for 7,500 shares granted to Ms. Welsh vested in four installments over a three year period at the rate of 1,875 shares per year, commencing on the July 31, 2002 grant date. |
Name (1) |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards (2) ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Gary F. Bogner
|
4,200 | 0 | 0 | 0 | 0 | 0 | 4,200 | |||||||||||||||||||||||
Robert L.
Chandonnet |
2,800 | 0 | 0 | 0 | 0 | 0 | 2,800 | |||||||||||||||||||||||
Bruce J. Essex
|
3,500 | 0 | 0 | 0 | 0 | 0 | 3,500 | |||||||||||||||||||||||
Steven P.
Moreland |
3,000 | 0 | 0 | 0 | 0 | 0 | 3,000 | |||||||||||||||||||||||
Bruce C. Rice
|
3,050 | 0 | 0 | 0 | 0 | 0 | 3,050 | |||||||||||||||||||||||
Jonathan L.
Smith |
3,650 | 0 | 0 | 0 | 0 | 0 | 3,650 | |||||||||||||||||||||||
Roger W.
Spoelman |
2,750 | 0 | 0 | 0 | 0 | 0 | 2,750 |
(1) |
Our President and Chief Executive Officer, Ms. Brolick, who is also a director, has been omitted from this table because she received no special compensation for serving on our Board of Directors. Her compensation is included in the Summary Compensation Table. |
(2) |
No option awards were made to our directors during 2009. As of December 31, 2009, our current and former non-employee directors held the following option awards to acquire our common stock: Messrs. Bogner, Chandonnet, and Essex, two option awards each, covering for each an aggregate of 4,000 shares; Messrs. Rice and Spoelman, one option award each, covering for each 2,000 shares. Messrs. Moreland and Smith did not hold any option awards as of December 31, 2009. |
2009 |
2008 |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees (1)
|
$ | 79,500 | $ | 75,000 | ||||||
Audit-Related
Fees |
0 | 0 | ||||||||
Tax Fees (2)
|
18,100 | 16,950 | ||||||||
All other fees
(3) |
41,595 | 32,090 |
(1) |
Includes the aggregate fees billed for professional services rendered by Crowe Horwath for 2009 and 2008 for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q. |
(2) |
Principally tax compliance services (including U.S. federal and state tax returns), review of quarterly tax computations and consultations regarding various tax strategies. |
(3) |
Principally regulatory compliance review services, deferred tax asset valuation review services and SOX 404 planning for 2009. Principally regulatory compliance review services for 2008. |
COMMUNITY SHORES BANK CORPORATION ATTN: Patricia Siembida 1030 WEST NORTON AVE. MUSKEGON, MI 49441 |
|
Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. |
|
|
|
Electronic Delivery of Future PROXY MATERIALS |
|
If you would like to reduce the costs incurred by Community Shores Bank Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. |
|
|
|
VOTE BY PHONE - 1-800-690-6903 |
|
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. |
|
|
|
VOTE BY MAIL |
|
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
|
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
|
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
||
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|||||||||||||||||||||
|
The Board of Directors recommends that you |
For o |
Withhold o |
For All o |
To withhold authority to vote for any individual |
|
|||||||||||||||||
|
1. |
Election of Directors |
|
|
|
|
|||||||||||||||||
|
|
|
|
||||||||||||||||||||
|
|
Nominees |
|
|
|
|
|||||||||||||||||
|
01 Heather D. Brolick 02 Bruce J. Essex 03 Bruce C. Rice |
|
|
|
|
|
|||||||||||||||||
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
The Board of Directors recommends you vote FOR the following proposal(s): |
For |
Against |
Abstain |
|
||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
2. |
Proposal to ratify appointment of Crowe Horwath LLP as our independent registered public accounting firm. |
o |
o |
o |
|
|||||||||||||||||
|
|
|
|
||||||||||||||||||||
|
NOTE: In their discretion, the Proxies are authorized to vote upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. |
||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||
|
|
|
|
||||||||||||||||||||
|
|
|
|
||||||||||||||||||||
|
For address change/comments, mark here. |
o |
|
||||||||||||||||||||
|
|
|
|||||||||||||||||||||
|
|
Yes |
No |
|
|
||||||||||||||||||
|
Please indicate if you plan to attend this meeting |
o |
o |
|
|
||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||
|
Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer. |
||||||||||||||||||||||
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
Signature (Joint Owners) |
Date |
|
|||||||||||||||||
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at
www.proxyvote.com. COMMUNITY SHORES BANK CORPORATION The undersigned hereby appoints Robert L. Chandonnet and Steven P. Moreland and each of them,
with power to act without the other and
with power of substitution in each, as proxies and attorneys-in-fact, and hereby authorizes them to represent and vote all of the
shares of Community Shores Bank Corporation common stock of the undersigned, at the annual meeting of shareholders of
Community Shores Bank Corporation to be held on May 13, 2010, and at any adjournment or postponements of the meeting,
with all powers which the undersigned would have if present at the meeting. This proxy will be voted as specified by the undersigned.
If no choice is specified, this proxy will be voted as to
all shares of the undersigned, FOR the election of all nominees for directors, FOR the ratification of the independent
registered public accounting firm, and according to the discretion of the Proxies on any other matters that may
properly come before the meeting or any adjournment or postponement of the meeting.
Address change/comments: Continued and to be signed on reverse side
(*1P=$9)C8W0E=8 Y47U+^0Z1[2W#.]KHZ))=O90&21NYHYMSK,U=_%I"ZJ.:O9R5$
M7Q0T+N]DYSAV8@BQ5Y
Proxy Solicited by the Board of Directors for the
Annual Meeting of Shareholders to be held May 13, 2010
QNDY6.64YFUM.:+&;!8
M\7.JQ[ZW[+*K;W8MM>/_`#GK_F>_U/3']LE^P64O+/E8V`W8%A+&VZM-@.%O'A:(IR+"-XT[TQ#('XK1>U6H]B
M=R)IH;,N5KM/*TT\RGC
D*-M]2^';3E,
M4QA,-2=(X'C:_2)L#EP\#>)BM>YW5R\*.:WC?Q.T:CFH9)`..BAX4;JFJKHG
MX_,0-.E*9YV5U?*W.1^E)4FHFTT45V+S.1G"J73DAB=1J.57>4M(T-Q2*YJ-
M3AN4QJM56<2S9;YW8I:QEJ;AWCKYZQ49;"C7&U9&HBR1P;`@GQ6(='Q:HV
M5[EP\<;^:-XT
ID8J3V_5RJJ1/:K]'4