-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SDoF6NDD9uK7iP8l5zfSlzaHKCj8p2AwHgGX91w/ZnIN3L3gJizd45f22oG/i79H kxh7yPJcYuJsX5GEDFpTig== 0000895345-94-000030.txt : 19940811 0000895345-94-000030.hdr.sgml : 19940811 ACCESSION NUMBER: 0000895345-94-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOMAS FINANCIAL CORP CENTRAL INDEX KEY: 0000060150 STANDARD INDUSTRIAL CLASSIFICATION: 6162 IRS NUMBER: 751043392 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14284 FILM NUMBER: 94542783 BUSINESS ADDRESS: STREET 1: 1600 VICEROY DR, 8TH FLOOR CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2148794000 FORMER COMPANY: FORMER CONFORMED NAME: LOMAS & NETTLETON FINANCIAL CORP DATE OF NAME CHANGE: 19881030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLD SPRING ASSOCIATES LP CENTRAL INDEX KEY: 0000898861 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133508022 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 99 RIVER RD CITY: COS COB STATE: CT ZIP: 06807 BUSINESS PHONE: 2122625200 SC 13D/A 1 AMENDMENT OMB APPROVAL OMB Number: 3235-0145 Expires: August 31, 1991 Estimated average burden hours per response. . .14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Lomas Financial Corporation (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 541534 10 3 (CUSIP Number) Mark M. Feldman 600 Steamboat Road, One North, Greenwich, Connecticut 06830 (203) 861-3264 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 1994 (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-1(b)(3) or (4), check the following box. [] Check the following box if a fee is being paid with the 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 five percent or less 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-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Cold Spring Associates, L.P. (13-3508022) 2 Check the Appropriate Box if a Member of a Group* (a) [X] (b) [ ] 3 SEC Use Only 4 Source of Funds WC 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 Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,173,359 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,173,359 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,173,359 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 5.8% 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Green Pond Associates, L.P. (13-3630725) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds WC 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 Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 2,324,838 (including notes convertible into 245,416 shares) 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,324,838 (including notes convertible into 245,416 shares) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,324,838 (including notes convertible into 245,416 shares) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 12.6% 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person River Road International, L.P.(84-1036541) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds WC 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 Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 228,949 (including notes convertible into 96,966 shares) 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 228,949 (including notes convertible into 96,966 shares) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 228,949 (including notes convertible into 96,966 shares) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 1.1% 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Paloma Securities L.P. (13-3471808) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds WC OO 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 Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 929,400 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 929,400 11 Aggregate Amount Beneficially Owned by Each Reporting Person 929,400 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 4.6% 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Cold Spring Management, Inc. (13-3507453) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds AF 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 Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,173,359 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,173,359 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,173,359 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 5.8% (inclusive of Common Stock held by Cold Spring Associates, L.P.) 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Green Pond Management, Inc. (13-3630726) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds AF 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 Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 2,324,838 (including notes convertible into 245,416 shares)] 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,324,838 (including notes convertible into 245,416 shares) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,324,838 (including notes convertible into 245,416 shares) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 12.6% (inclusive of Common Stock and notes held by Green Pond Associates, L.P.) 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person River Road Partners (06-1339136) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Connecticut Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 228,949 (including notes convertible into 96,966 shares) 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 228,949 (including notes convertible into 96,966 shares) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 228,949 (including notes convertible into 96,966 shares) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 1.1% (inclusive of Common Stock and notes held by River Road International, L.P.) 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person River Road Capital Management (22-2792223) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds AF 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 Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 228,949 (including notes convertible into 96,966 shares) 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 228,949 (including notes convertible into 96,966 shares) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 228,949 (including notes convertible into 96,966 shares) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 1.1% (inclusive of Common Stock and notes held by River Road International, L.P.) 14 Type of Reporting Person* PN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Paloma Partners Management Company (13-3145891) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds AF 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 Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 929,400 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 929,400 11 Aggregate Amount Beneficially Owned by Each Reporting Person 929,400 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 4.6% (inclusive of shares held by Paloma Securities L.P.) 14 Type of Reporting Person* CO 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Robert Jones (###-##-####) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 929,400 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 929,400 11 Aggregate Amount Beneficially Owned by Each Reporting Person 929,400 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 4.6% (inclusive of shares held by Paloma Securities L.P.) 14 Type of Reporting Person* IN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person S. Donald Sussman (###-##-####) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) * 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 2,331,708 (including notes convertible into 96,966 shares) 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 2,331,708 (including notes convertible into 96,966 shares) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,331,708 (including notes convertible into 96,966 shares) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 11.6% (inclusive of Common Stock beneficially owned by Cold Spring Associates, L.P. and Paloma Securities L.P., and Common Stock and notes beneficially owned by River Road International, L.P.) 14 Type of Reporting Person* IN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Mark M. Feldman (###-##-####) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds AF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) * 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 1,173,359 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 1,173,359 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,173,359 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 5.8% (inclusive of Common Stock beneficially owned by Cold Spring Associates, L.P.) 14 Type of Reporting Person* IN 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Paul Wolansky (###-##-####) 2 Check the Appropriate Box if a Member of a Group* (a) [x] (b) [ ] 3 SEC Use Only 4 Source of Funds PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) * 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power 818 (including notes convertible into 342 shares) 9 Sole Dispositive Power -0- 10 Shared Dispositive Power 818 (including notes convertible into 342 shares) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 818 (including notes convertible into 342 shares) 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) less than .1% 14 Type of Reporting Person* IN Item 1. Security and Issuer. The Schedule 13D initially filed on March 30, 1992, as amended, of (i) Cold Spring Associates, L.P., a Delaware limited partnership ("CSA"); (ii) Green Pond Associates, L.P., a Delaware limited partnership ("GPA"); (iii) Cold Spring Management, Inc., a Delaware corporation ("Cold Spring Management"); (iv) Green Pond Management, Inc., a Delaware corporation ("Green Pond Management"); (v) River Road International, L.P., a Delaware limited partnership ("RRI"); (vi) Paloma Securities, L.P. (formerly known as AKT Associates, L.P.), a Delaware limited partnership ("PS"); (vii) River Road Partners, a Connecticut general partnership ("River Road Partners"); (viii) River Road Capital Management, a Delaware general partnership ((formerly known as Stark Capital Management) ("River Road Capital")); (ix) Paloma Partners Management Company, a Delaware corporation ("Paloma Management"); (x) Robert Jones; (xi) S. Donald Sussman; (xii) Mark M. Feldman; and (xiii) Paul Wolansky (collectively, the "Cold Spring Group"), relating to the common stock, par value $1.00 per share (the "Common Stock"), issued by Lomas Financial Corporation, a Delaware corporation (the "Company"), is hereby amended by this Amendment No. 11 to the Schedule 13D as follows: Item 2. Identity and Background. Item 2(a) is amended as follows: The principal executive officers of Paloma Management are set forth in Annex A hereto. Item 4. Purpose of Transaction. Item 4 is hereby supplemented by the addition of the following: The Company and representatives of the Cold Spring Group have had, and are continuing to have, discussions regarding a reduction in the size of the Company's Board of Directors, effective at the Company's next annual meeting of stockholders (currently scheduled for November 1994). The smaller Board would include, among others, the four designees of the Cold Spring Group who are currently members of the Board, Jess Hay, the Company's current Chairman and Chief Executive Officer (who recently announced plans to resign from these positions effective December 31, 1994 or upon the appointment of his successor as Chief Executive Officer) and certain of the Board's current independent directors. Any agreement in this regard would necessitate an amendment to the "Director Designation Agreement" entered into by the Company and CSA, RRI, PS and Messrs. Sussman, Feldman and Wolansky, and described and filed as an exhibit to Amendment No. 5 to this Schedule 13D. Item 5. Interest in Securities of the Issuer. Item 5(a) is hereby supplemented by the addition of the following: (a)(i) As of the date hereof, CSA owns beneficially 1,173,359 shares of Common Stock, constituting 5.8% of the outstanding shares (based upon 20,099,531 shares outstanding). (ii) As of the date hereof, GPA owns beneficially 2,324,838 shares of Common Stock and $4,295,000 principal amount of the Company's 9% Senior Convertible Notes due October 1, 2002 (the "Notes"). The Notes are convertible into 245,416 shares of Common Stock (57.14 shares per $1,000 principal amount). Assuming conversion of the Notes, GPA would own 2,570,254 shares of Common Stock constituting 12.6% of the outstanding shares (based upon 20,344,947 shares which would be outstanding upon conversion of such Notes). (iii) As of the date hereof, RRI owns beneficially 131,983 shares of Common Stock and $1,697,000 principal amount of Notes. The Notes are convertible into 96,966 shares of Common Stock. Assuming conversion of the Notes, RRI would own 228,949 shares of Common Stock, constituting 1.1% of the outstanding shares (based upon 20,196,497 shares which would be outstanding upon conversion of such Notes). (iv) As of the date hereof, PS owns beneficially 929,400 shares of Common Stock, or 4.6% of the outstanding shares (based upon 20,099,531 shares outstanding). (v) As of the date hereof, Mr. Wolansky owns beneficially 476 shares of Common Stock and $6,000 principal amount of Notes. The Notes are convertible into 342 shares of Common Stock. Assuming conversion of the Notes, Mr. Wolansky would own 818 shares of Common Stock, constituting less than 0.1% of the outstanding shares (based upon 20,099,873 shares which would be outstanding upon conversion of such Notes). Cold Spring Management, Green Pond Management, River Road Capital, River Road Partners, Paloma Management and Messrs. Sussman, Feldman and Jones own directly no shares of Common Stock. By reason of the provisions of Rule 13d-3 under the Act, (i) Cold Spring Management and Mr. Feldman, by virtue of his stock ownership in Cold Spring Management, may be deemed to own beneficially all of the shares of Common Stock owned by CSA, (ii) Green Pond Management may be deemed to own beneficially all of the shares of Common Stock and Notes owned by GPA, (iii) each of River Road Capital and River Road Partners may be deemed to own beneficially all of the shares of Common Stock and Notes owned by RRI, (iv) each of Mr. Jones and Paloma Management may be deemed to own beneficially all of the shares of Common Stock owned by PS and (v) Mr. Sussman may be deemed to own beneficially all of the shares of Common Stock and Notes owned by CSA, RRI and PS. By reason of Rule 13d-5 under the Act, the Cold Spring Group may be deemed to own beneficially 4,902,780 shares of Common Stock in the aggregate, including shares issuable upon conversion of the Notes, or approximately 24.0% of the shares outstanding (based upon 20,442,256 shares which would be outstanding upon conversion of all of the Notes beneficially owned by the Cold Spring Group). The percentages used herein are calculated based upon the 20,099,531 shares of Common Stock issued and outstanding at May 10, 1994, as reported in the Company's quarterly report on Form 10-Q as filed with the Securities and Exchange Commission by the Company for the quarter ended March 31, 1994. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby supplemented by the addition of the following: The Company and representatives of the Cold Spring Group have had discussions regarding a reduction in the size of the Company's Board of Directors, effective at the Company's next annual meeting of stockholders. See Item 4 above for a more complete description of the substance of such discussions. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 10, 1994 COLD SPRING ASSOCIATES, L.P. By: Cold Spring Management, Inc., General Partner By: /s/Mark M. Feldman Mark M. Feldman, President GREEN POND ASSOCIATES, L.P. By: Green Pond Management, Inc., General Partner By: /s/Mark M. Feldman Mark M. Feldman, President RIVER ROAD INTERNATIONAL, L.P. By: River Road Capital Management, General Partner By: /s/Michael J. Berner, Attorney-in-Fact S. Donald Sussman, General Partner By: River Road Partners, General Partner By: /s/S. Michael J. Berner Attorney-in-Fact S. Donald Sussman, General Partner PALOMA SECURITIES L.P. By: /s/Robert Jones Robert Jones, General Partner By: Paloma Partners Management Company, General Partner By: /s/S. Michael J. Berner Attorney-in-Fact S. Donald Sussman, President S. DONALD SUSSMAN /s/S. Michael J. Berner MARK M. FELDMAN /s/Mark M. Feldman PAUL WOLANSKY /s/Paul Wolansky ANNEX A Principal Executive Officers of Paloma Partners Management Company Name Position S. Donald Sussman Chairman and Chief Executive Officer Mark Jurish President William J. Anderson Executive Vice President and Director of Operations Arlene Ferrara Executive Vice President -- Office of Chairman Michael J. Berner Senior Vice President and General Counsel Randall U. Tam Senior Vice President and Controller Leon Metzger Senior Vice President -- Special Projects -----END PRIVACY-ENHANCED MESSAGE-----