-----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, MfKgfAEbJ8X1Q59C0JAJt+hQh9/s+T5EfC02mTzNCmLQjk6LCsf2eFpHagAINomt NrWk7XCjZ4zYGiLJgfHV+A== 0000898430-01-500997.txt : 20010614 0000898430-01-500997.hdr.sgml : 20010614 ACCESSION NUMBER: 0000898430-01-500997 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010613 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: J2 GLOBAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001084048 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 510371142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-56633 FILM NUMBER: 1659628 BUSINESS ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 BUSINESS PHONE: 3238609200 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 FORMER COMPANY: FORMER CONFORMED NAME: JFAX COM INC DATE OF NAME CHANGE: 19990413 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J2 GLOBAL COMMUNICATIONS INC CENTRAL INDEX KEY: 0001084048 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 510371142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 BUSINESS PHONE: 3238609200 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD STREET 2: SUITE 900 CITY: LOS ANGELES STATE: CA ZIP: 90028 FORMER COMPANY: FORMER CONFORMED NAME: JFAX COM INC DATE OF NAME CHANGE: 19990413 SC TO-I/A 1 dsctoia.txt AMEND. NO. 1 INITIAL TENDER OFFER STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO AMENDMENT NO.1 (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 j2 GLOBAL COMMUNICATIONS, INC. (Name of Subject Company (Issuer)) j2 GLOBAL COMMUNICATIONS, INC. (Name of Filing Person (Offeror)) Options Under j2 Global Communications, Inc. 1997 Option Plan to Purchase Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 46626E 20 6 (CUSIP Number of Class of Securities) (Underlying Common Stock) Richard S. Ressler Chairman of the Board j2 Global Communications, Inc. 6922 Hollywood Boulevard Suite 800 Hollywood, CA 90028 (323) 860-9200 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) CALCULATION OF FILING FEE ------------------------- Transaction valuation* Amount of filing fee** ---------------------- -------------------- $2,519,139 $504*** * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 856,182 shares of common stock of j2 Global Communications, Inc. having an aggregate value of $2,519,139 as of June 25, 2001 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. ** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. *** Previously paid [_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Not applicable. Form or Registration No.: Not applicable. Filing party: Not applicable. Date filed: Not applicable. [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [_] This Amendment No.1 amends and supplements the Tender Offer Statement on Schedule To (the "Schedule To") filed with the Securities and Exchange Commission May 22, 2001, relating to our offer to exchange certain options to purchase shares of our common stock, par value $0.01 per share, held by employees and directors for new options to purchase shares of our common stock at a per share exercise price equal to the fair market value of one share of our common stock on the date of issuance upon the terms and subject to the conditions in the Offer to Exchange dated May 21, 2001 (as amended and supplemented, the "Offer to Exchange") and the related Election Concerning Exchange of Stock Options. Item 1. Summary Term Sheet. Item 1, which incorporates by reference the information contained in the offer to Exchange is hereby supplemented as follows: The information set forth in Exhibit (a)(11) attached hereto is incorporated herein by reference. Item 2. Subject Company Information. Item 2, which incorporates by reference the information contained in the offer to Exchange, is hereby supplemented as follows: The information set forth in Exhibit (a)(11) attached hereto is incorporated herein by reference. Item 4. Terms of the Transaction. Item 4, which incorporates by reference the information contained in the Offer to Exchange, is hereby supplemented as follows; The information set forth in Exhibit (a)(11) attached hereto is incorporated herein by reference. Item 6. Purposes of the Transaction and Plans or Proposals. Item 6, which incorporates by reference the information contained in the Offer to Exchange, is hereby supplemented as follows; The information set forth in Exhibit (a)(11) attached hereto is incorporated herein by reference. Item 10. Financial Statements. Item 10, which incorporates by reference the information contained in the Offer to Exchange, is hereby supplemented as follows: The information set forth in Exhibit (a)(11) attached hereto is incorporated herein by reference. Item 12. Exhibits. Item 12 of the Schedule 10 is hereby amended and restated as follows so as to add Exhibits (a)(10), (a)(11), (a)(12), (a)(13) and (a)(14) attached hereto: Exhibit Number Description - ------ ----------- (a)(1) Offer to Exchange, dated May 21, 2001.* (a)(2) Form of Election Concerning Exchange of Stock Options.* (a)(3) j2 Global Communications, Inc. Press Release dated May 21, 2001.* (a)(4) E-mail Communication to j2 Global Communications, Inc. Employees dated May 21, 2001.* (a)(5) E-mail Communication to j2 Global Communications, Inc. Employees dated May 21, 2001.* (a)(6) E-mail Communication to j2 Global Communications, Inc. Employees dated June 4, 2001.* (a)(7) E-mail Communication to j2 Global Communications, Inc. Employees dated June 14, 2001.* (a)(8) Form of E-mail Confirmation to Tendering Option Holders.* (a)(9) j2 Global Communications, Inc. Amended Annual Report on Form 10-K/A for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 30, 2001 and incorporated herein by reference. (a)(10) j2 Global Communications, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 30, 2001, filed with the Securities and Exchange Commission on May 15, 2001 and incorporated herein by reference. (a)(11) Form of E-mail Communication to j2 Global Communications, Inc. Employees dated June 12, 2001. (a)(12) Form of E-mail Communication to j2 Global Communications, Inc. Employees dated June 18, 2001. (a)(13) Amended Form of Election Concerning Exchange of Stock Options. (a)(14) Revised Form of E-mail Confirmation to Tendering Option Holders. (b) Not applicable. (d) j2 Global Communications, Inc. Amended and Restated 1997 Stock Option Plan. Filed as Exhibit 10.2 to the Company's Report on Form 10-K filed with the Commission on March 30, 2000 and incorporated herein by reference. (g) Not applicable. (h) Not applicable. * Previously Filed. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to the Schedule TO is true, complete and correct. j2 Global Communications, Inc. /s/ Richard S. Ressler ------------------------------ Richard S. Ressler Chairman of the Board Date: June 12, 2001 Index to Exhibits Exhibit Number Description - ------ ----------- (a)(1) Offer to Exchange, dated May 21, 2001.* (a)(2) Form of Election Concerning Exchange of Stock Options.* (a)(3) j2 Global Communications, Inc. Press Release dated May 21, 2001. * (a)(4) E-mail Communication to j2 Global Communications, Inc. Employees dated May 21, 2001.* (a)(5) E-mail Communication to j2 Global Communications, Inc. Employees dated May 21, 2001.* (a)(6) E-mail Communication to j2 Global Communications, Inc. Employees dated June 4, 2001.* (a)(7) E-mail Communication to j2 Global Communications, Inc. Employees dated June 14, 2001.* (a)(8) Form of E-mail Confirmation to Tendering Option Holders.* (a)(9) j2 Global Communications, Inc. Amended Annual Report on Form 10-K/A for its fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on April 30, 2001 and incorporated herein by reference. (a)(10) j2 Global Communications, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended March 30, 2001, filed with the Securities and Exchange Commission on May 15, 2001 and incorporated herein by reference. (a)(11) Form of E-mail Communication to j2 Global Communications, Inc. Employees dated June 12, 2001. (a)(12) Form of E-mail Communication to j2 Global Communications, Inc. Employees dated June 18, 2001. (a)(13) Amended Form of Election Concerning Exchange of Stock Options. (a)(14) Revised Form of E-mail Confirmation to Tendering Option Holders. (d) j2 Global Communications, Inc. Amended and Restated 1997 Stock Option Plan. Filed as Exhibit 10.2 to the Company's Report on Form 10-K filed with the Commission on March 30, 2000 and incorporated herein by reference. * Previously Filed. EX-99.(A)(11) 2 dex99a11.txt FORM OF E-MAIL DATED JUNE 12, 2001 Exhibit 99(a)(11) Re: Amendment and Supplement to j2 Stock Option Exchange Program. Please read this message in its entirety. Dear j2 Employees and Directors: This letter discusses important amendments to the j2 Stock Option Exchange Program and provides supplemental information to the Offer to Exchange which you should consider in deciding whether to participate in (or modify or rescind your participation in) the j2 Stock Option Exchange Program. Any terms that are not otherwise defined in this letter shall have the meanings given to them in the Offer to Exchange. Amendments to Offer to Exchange - ------------------------------- The management team has decided to amend the j2 Stock Option Exchange Program to provide participating j2 employees and directors more flexibility under the program. Under the existing program, participants are required to exchange all "eligible options." Eligible options are options to purchase j2 common stock granted under j2's amended and restated 1997 stock option plan during calendar years 1998, 1999, or 2000, and those resulting from the conversion of options granted on or after October 31, 1996 under eFax.com stock plans. Under the exchange program as revised by this letter, participating employees and directors are permitted to exchange eligible options having one exercise price while electing not to exchange eligible options having another exercise price. However, if a participant elects to exchange an eligible option with a particular exercise price the participant must elect to exchange all eligible options held by that participant having that same exercise price. As a result of this change, and in order to provide you more time to make a decision whether to participate in the program, j2 is extending the offer until 9 p.m. on June 22, 2001. We believe this minor delay is worth taking in order for j2 employees and directors to have the opportunity to realize the benefits of the program modifications. The dates and times associated with the program as amended by this letter are set forth in the table below: Deadline to elect to participate or to rescind your election to participate: 9:00 P.M. PDT on June 22, 2001 Cancellation date of existing options: June 25, 2001 Replacement Grant Date: On or after December 26, 2001,but no later than January 31, 2002 Each of these dates remains subject to change should j2 again elect to extend the deadline. If you have already submitted an election form, you now have until June 22, 2001 at 9:00 P.M. Pacific Daylight Time to either make a change or to rescind the form. If you do not wish to change your election, you do not need to take further action. Please note, however, that any previously submitted elections that have not been rescinded will be subject to the new dates as described in the preceding paragraph. If you have not yet submitted an election form but wish to participate, you now have until June 22, 2001 at 9:00 P.M. Pacific Daylight Time to make such election. The Election Concerning Exchange of Stock Options is attached to this email message. You should use this revised form if you have not yet submitted an election form but wish to participate, or if you wish to change your previous election. Except as expressly provided in this letter, the terms of the Offer to Exchange, dated May 21, 2001, remain unchanged. We do not expect that option holders who exchange outstanding options for new options will be required to recognize income for federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non- taxable exchange. We do not expect that, at the date of grant of the new options, the option holders will be required to recognize additional income for federal income tax purposes. We do not expect that the grant of these options will be recognized as taxable income. Supplemental Information - ------------------------ In deciding whether to participate in (or to modify or rescind your participation in) the j2 Stock Option Exchange Program, please consider the financial information attached to this letter (which supplements the Offer to Exchange) in making your decision. On June 11, 2001, the last reported sale price of the common stock on the Nasdaq National Market was $3.97 per share. We recommend that you obtain current market quotations for our common stock before deciding whether to elect to exchange your options. While the Offer to Exchange contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, please be advised that the safe harbors for such statements contained in those Sections do not apply to any of the information disclosed in the Offer to Exchange. We are excited about these changes to the j2 Stock Option Exchange Program and look forward to the opportunity to provide j2 employees and directors increased flexibility under the program. E-MAIL ATTACHMENT: Set forth below is a selected summary of our financial information. The selected historical statement of operations data for the years ended December 31, 1999 and 2000 and the selected historical balance sheet data as of December 31, 2000 have been derived from the consolidated financial statements included in our amended annual report on Form 10-K/A for the year ended December 31, 2000 that have been audited by KPMG LLP, independent public accountants. The selected historical statement of operations data for the three months ended March 31, 2000 and March 31, 2001 and the selected historical balance sheet data as of March 31, 2001, which are included in our quarterly report on Form 10-Q for the quarter ended March 31, 2001, are unaudited, but include, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of such data. The information presented below should be read together with our consolidated financial statements and related notes. We have presented the following data in thousands, except per share amounts.
(Unaudited) Years Ended Three months ended December 31, March 31, ---------------------------------------------------------------- 2000 1999 2001 2000 ---------------------------------------------------------------- Revenues Subscriber $ 13,593 7,643 6,169 $ 2,865 Hardware 340 ---- 742 ---- Other ---- ---- 301 ---- --------- --------- ---------- --------- Total revenue 13,933 7,643 7,212 2,865 Cost of revenue Subscriber 7,093 4,640 3,055 1,362 Hardware 219 ---- 450 ---- Other ---- ---- ---- ---- --------- --------- ---------- --------- Total cost of revenue 7,312 4,640 3,505 1,362 Gross profit 6,621 3,003 3,707 1,503 Operating expenses: Sales and marketing 8,671 6,355 1,184 2,189 Research and development 2,762 1,829 534 789 General and administrative 15,385 7,976 3,716 3,962 Amortization of goodwill and other intangibles 4,374 ---- 1,736 661 --------- --------- ---------- --------- Total operating expenses 31,192 16,160 7,170 7,601 --------- --------- ---------- --------- Operating Loss (24,571) (13,157) (3,463) (6,098) Other income, net 2,352 146 423 798 --------- --------- ---------- --------- Loss before extraordinary item (22,219) (13,011) (3,040) (5,300) Extraordinary item-Loss on extinguishment of debt ---- 4,428 ---- ---- --------- --------- ---------- --------- Net loss (22,219) (17,439) (3,040) (5,300) --------- --------- ---------- --------- Preferred stock charges ---- (1,572) ---- ---- --------- --------- ---------- --------- Net loss attributable to common shareholders (22,219) (19,011) (3,040) (5,300) ========= ========= ========== ========= Basic and diluted net loss per common share $ (2.44) (2.71) (0.26) $ (0.61) ========= ========= ========== ========= Weighted average shares outstanding 9,121,236 7,024,748 11,513,744 8,671,975 ========= ========= ========== =========
(Unaudited) December 31, March 31, ------------------------ ---------------- 2000 1999 2001 ---- ---- ---- Balance Sheet Data: Current Assets $ 30,277 $ 40,247 $ 28,761 Noncurrent assets 35,028 18,378 31,683 Total assets 65,305 58,625 60,444 Current liabilities 10,602 3,693 8,879 Long term liabilities 584 1,723 374 Total liabilities 11,186 5,416 9,253 Redeemable common stock 7,065 7,065 7,065 Common Stock subject to put option 998 998 998 Total stockholders' equity 46,057 45,147 43,128
The information set forth on pages 38 through 58 of the j2's Amended Annual Report on Form 10-K/A for its fiscal year ended December 31, 2000 and pages 3 through 8 of j2's Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2001 is incorporated herein by reference and may be inspected at, and copies may be obtained from, the same places and in the same manner as set forth in the Offer to Exchange under "Additional Information." Our earnings available for fixed charges of $(15,058,573) were inadequate to cover our fixed charges of $1,901,731 for the fiscal year ended December 31, 1999. Our earnings available for fixed charges of $(24,932,718) and $(3,149,329) were inadequate to cover our fixed charges of $362,259 and $109,237 for the year ended December 31, 2000 and the three months ended March 31, 2001, respectively. Our book value per share was $5.64 as of December 31, 2000. EX-99.(A)(12) 3 dex99a12.txt FORM OF E-MAIL DATED JUNE 18, 2001 Exhibit 99(a)(12) Hello, this is a reminder to all j2 Global employees regarding the stock option exchange program. The option exchange program allows all employees of j2 Global to exchange underwater options granted during 1998, 1999, or 2000, and those resulting from the conversion of options granted on or after October 31, 1996 under eFax.com stock plans, for new options to be granted at least six months and one day later, subject to continued employment and other terms of the offer. The deadline to participate is this Friday, June 22, 2001, at 9 P.M. Pacific Time. j2 administration must receive your properly completed election before that time. If you have not yet sent in your election but you wish to participate, please contact me for documentation and the election form. j2 Global makes no recommendation regarding your participation in this program, and your participation is strictly voluntary and is each employee's personal decision. Thank you, Patty EX-99.(A)(13) 4 dex99a13.txt AMENDED FORM OF ELECTION Exhibit 99(a)(13) j2 Global Communications, Inc. ELECTION CONCERNING EXCHANGE OF STOCK OPTIONS (INSTRUCTIONS AT BOTTOM OF FORM) Name of Optionee: _______________________ Social Security Number (last 4 digits): ______ I have received the Offer to Exchange All Outstanding Options to Purchase Common Stock Under Eligible Option Plans dated May 21, 2001 and the FAQ included therein, as well as the email messages from Patty Brunton and Richard Ressler dated May 16, 2001, June 4, 2001, and June 12, 2001. I understand that I may elect to cancel all options that were granted to me under the j2 Global Communications, Inc. Amended and Restated 1997 Stock Option Plan (the "Plan") between and including January 1, 1998 and December 31, 2000 (the "Eligible j2 Options"), and those resulting from conversion of options granted under eFax.com stock plans (other than those granted prior to October 31, 1996, which are not eligible to participate in this offer) (the "Eligible Converted Options"). In return, j2 Global will grant me one (1) replacement option for each Eligible j2 Option elected and accepted for exchange, and one- tenth (1/10) of a replacement option for each Eligible Converted Option elected and accepted for exchange, in each case on the date of the first meeting of the compensation committee of the j2 Global board of directors held more than six months after the date we cancel the options accepted for exchange, which will be on or after December 26, 2001 (the "replacement grant date"). I recognize that I will only be eligible to receive the replacement options if I am still employed by j2 Global on the replacement grant date. The exercise price of the replacement options will be equal to the closing price of j2 Global stock on the replacement grant date. The replacement options will vest over a four (4) year period (25% per year) beginning March 27, 2001, the date j2 Global last granted employee stock options. If I am electing to exchange options granted prior to March 27, 2001, I understand that these options would have vested, and therefore been exercisable, earlier than the replacement options. I understand that I am permitted to elect to exchange eligible options having one exercise price while electing not to exchange eligible options having another exercise price. However, I also understand that if I elect to exchange an eligible option having a particular exercise price I must also elect to exchange all eligible options I hold that have that same exercise price. I understand that the replacement options for U.S. employees will be incentive stock options (ISOs) to the extent permitted by the U.S. Internal Revenue Code, if the cancelled option was originally an ISO, except that the IRS limit will be re-measured as of the replacement grant date; or will be nonstatutory stock options (NSOs) if the cancelled option was originally a NSO. The replacement options for non-U.S. employees will be NSOs. All of the terms of the replacement options will be the same as the terms of the options being cancelled. I also understand that I will not be eligible to receive any other options until the replacement grant date. I recognize that, under certain circumstances set forth in the Offer to Exchange, j2 Global may terminate or amend the offer and postpone its acceptance and cancellation of any options elected for exchange. In any such event, I understand that the options elected for exchange but not accepted will remain in effect without change. I have reviewed the list of my options that j2 Global made available to me. I hereby give up my entire ownership interest in the options listed below, and I understand that they will become null and void on June 25, 2001. I acknowledge that this election is entirely voluntary. I also acknowledge that this election will be irrevocable after 9 P.M. Pacific Time on June 22, 2001. I understand that I may withdraw or revise this election at anytime prior to that deadline by delivering to j2 Global a written notice of withdrawal or revision prior to the deadline. [_] I hereby elect to cancel all of my eligible option grants listed below: Eligible j2 Options: Grant Date Options Option Price ---------- ------- ------------ Eligible Converted Options: Grant Date Options Option Price ---------- ------- ------------ DATE: SIGNATURE: _______________________, 2001 _____________________________ Participation Instructions: 1. Complete this form online in Microsoft Word, and send via email from your j2 Global email account to pbrunton@j2.com as soon as possible, but in any event before 9 P.M. Pacific Time on June 22, 2001, OR -2- Print this form, complete it, sign it, and fax it to (310) 734-1726 or deliver it to Patty Brunton, j2 Global Communications, Inc. 6922 Hollywood Boulevard, 8th Floor, Hollywood, CA 90028 as soon as possible, but in any event before 9 P.M. Pacific Time on June 22, 2001. 2. Ensure that you receive confirmation of receipt from j2 Administration within 3 business days. Employees who return forms after June 18, 2001 may not receive timely confirmation. -3- EX-99.(A)(14) 5 dex99a14.txt ELECTION TO EXCHANGE OPTIONS Exhibit 99(a)(14) Election to Exchange Options - Confirmation This message confirms that we have received your Election Concerning Exchange of Stock Options. Pursuant to the Offer to Exchange and the Election form, unless you otherwise rescind your Election before 9 P.M. Pacific Time on June 22, 2001, we will cancel all options that you have elected to exchange on June 25, 2001. The replacement options will be granted and priced on or after December 26, 2001 but no later than January 31, 2001, subject to your continued employment and other terms of the Offer. If you have any questions, or if you did not intend to submit this Election, please contact me. Reminder, this Election is not revocable after June 22, 2001. Thank you, Patty -----END PRIVACY-ENHANCED MESSAGE-----