-----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, TgDik1z8JlPXVCzm92vUtbQ54apV16fXnlPsZJ8Muyyqine1yPZbisJg4Ty8N5LA AdkrLfweGwn6bzU0JzfFbg== 0000898822-99-000702.txt : 19991222 0000898822-99-000702.hdr.sgml : 19991222 ACCESSION NUMBER: 0000898822-99-000702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991219 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONSANTO CO CENTRAL INDEX KEY: 0000067686 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 430420020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-02516 FILM NUMBER: 99777789 BUSINESS ADDRESS: STREET 1: 800 N LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 BUSINESS PHONE: 3146941000 MAIL ADDRESS: STREET 1: 800 NORTH LINDBERGH BLVD CITY: ST LOUIS STATE: MO ZIP: 63167 FORMER COMPANY: FORMER CONFORMED NAME: MONSANTO CHEMICAL CO DATE OF NAME CHANGE: 19711003 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 1999 MONSANTO COMPANY -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-2516 43-0420020 ------------------------ ----------- ------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 800 North Lindbergh Boulevard St. Louis, Missouri 63167 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (314) 694-1000 ITEM 5. OTHER EVENTS. On December 19, 1999, Monsanto Company (the "Company") and Pharmacia & Upjohn, Inc. ("PNU") announced that they entered into a definitive agreement to combine the two companies in a merger of equals transaction. In the transaction, Company shareholders will retain their shares and PNU shareholders will receive 1.19 shares of the combined company for each share of PNU common stock that they currently own. The transaction is subject to, among other things, approval by both companies' shareholders, normal governmental reviews and other customary conditions. The merger is intended to qualify as a tax-free reorganization and to be accounted for on a pooling of interests basis. On December 19, 1999, the Company and PNU issued a joint press release announcing the signing of the Merger Agreement. A copy of the joint press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein. A copy of the visual portion of the presentation provided with respect to the joint Company and PNU meeting with analysts (the "Joint Analyst Presentation") is filed as Exhibit 99.2 hereto and is incorporated by reference herein. Statements made in the Joint Analyst Presentation that state the intentions, beliefs, expectations or predictions of the Company, PNU or their respective managements for the future are forward-looking statements. It is important to note that both the Company's and PNU's actual results could differ materially from those projected in such forward-looking statements. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in the filings of each of the Company and PNU with the U.S. Securities and Exchange Commission (the "SEC"). Copies of these filings may be obtained by contacting the Company or PNU, as applicable, or the SEC. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/ PROSPECTUS INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO (THE "JOINT PROXY STATEMENT/PROSPECTUS") WHICH WILL BE PREPARED BY THE COMPANY AND PNU IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION TO INVESTORS. WHEN COMPLETED, THE JOINT PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO THE SHAREHOLDERS OF EACH COMPANY. COPIES OF THE JOINT PROXY STATEMENT/PROSPECTUS MAY BE OBTAINED FOR FREE BY CONTACTING THE COMPANY OR PNU AND AT THE SEC'S WEB SITE AT WWW.SEC.GOV. In connection with the execution of the Merger Agreement, the Company and PNU entered into Stock Option Agreements, each dated as of December 19, 1999 (the "Stock Option Agreements"), pursuant to which (i) the Company has granted to PNU an option to purchase up to 94,774,810 shares, subject to certain adjustments (the "Company Option Shares") of Company Common Stock at a price of $41.75 per Company Option Share and (ii) PNU has granted to the Company an option to purchase up to 77,388,932 shares, subject to certain adjustments (the "PNU Option Shares") of PNU Common Stock at a price of $50.25 per PNU Option Share. Each Stock Option Agreement is exercisable only upon the occurrence of certain specified events. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. The following exhibits are filed as part of this report: 99.1 Joint press release, dated December 19, 1999, issued by the Company and PNU. 99.2 Joint Analyst Presentation. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 20, 1999 MONSANTO COMPANY By /s/ Barbara L. Blackford --------------------------------------- Name: Barbara L. Blackford Title: Chief Counsel and Assistant Secretary EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Joint press release, dated December 19, 1999, issued by the Company and PNU. 99.2 Joint Analyst Presentation. EX-99 2 JOINT PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE MONSANTO AND PHARMACIA & UPJOHN TO MERGE, CREATING GLOBAL LEADER IN PHARMACEUTICALS WITH TOP-TIER GROWTH PROSPECTS o Builds world class pharmaceutical business; combined pharmaceutical sales force to enhance market potential of key products led by Celebrex o Creates top-tier strength in critical U.S. market o Robust pipeline and more than $2 billion annual pharmaceutical R&D budget to fuel future growth o Strong leadership and clear management structure to accelerate growth potential and synergies o Leading global agricultural business to be operated as a separate entity, with a partial IPO to strengthen capabilities and help realize full value. ST. LOUIS and PEAPACK, NJ (Dec. 19, 1999) - Monsanto Company (NYSE: MTC) and Pharmacia & Upjohn (NYSE: PNU) today announced that they have entered into a definitive agreement to create a dynamic and powerful new competitor in the global pharmaceutical industry. The new company will have one of the strongest sales forces in the global pharmaceutical industry, an expensive product portfolio, a robust pipeline of new drugs, including a number with blockbuster potential, and an annual pharmaceutical R&D budget of more than $2 billion. The new company also will have one of the world's leading fully integrated agricultural businesses. The combined company will have estimated 1999 sales of $17 billion with a market capitalization of more than $50 billion. -more- 2 The combined company, as yet to be named, will have a significantly strengthened position in the critical U.S. pharmaceutical market and complementary current and near-term products in key therapeutic areas. It will have a leading sales force in the critical U.S. pharmaceutical market which will account for more than 50 percent of the company's global pharmaceutical sales. The agricultural business has a leading global position in seeds, herbicides and biotechnology traits. In conjunction with the creation of the new company, it is expected that up to 19.9 percent of the agricultural business will be offered in an Initial Public Offering (IPO). The agricultural business will become a separate legal entity, with a stand-alone board of directors and its own publicly-traded stock upon completion of the intended IPO. Leading the combined organization as President and Chief Executive Officer will be Fred Hassan, the current CEO of Pharmacia & Upjohn. Hassan will also have operational responsibility for the new company's core pharmaceutical business. Monsanto Chairman and CEO Robert B. Shapiro, will become the non-executive Chairman for a period of 18 months, after which he will be succeeded by Hassan. The new company's corporate headquarters will be located in Peapack, NJ, along with the pharmaceutical business. The new company's agriculture business will be headquartered in St. Louis. Under the terms of the merger-of-equals transaction, which has been unanimously approved by both boards of directors, Pharmacia & Upjohn shareowners will receive 1.19 shares of the combined enterprise for each share of Pharmacia & Upjohn they now hold. Each Monsanto share outstanding prior to the combination will represent one share in the combined company. The transaction will be tax-free to the shareowners of both companies and is expected to be accounted for as a pooling of interests. Monsanto shareowners would own approximately 51 percent of the combined company's shares. -more- 3 Driven by top-line synergies, the new company is expected to achieve a higher earnings level than either company on its own. In addition, the new company plans to achieve annualized synergies of more than $600 million consisting of cost avoidance and elimination of duplication, some of which may be reinvested to accelerate growth opportunities. Commenting on the transaction, Mr. Shapiro said: "The new company is being created from two rapidly growing organizations with strong global capabilities. It is a merger driven from strength, and will have the appropriate scale and resources to capture the full value of its growth potential. We'll also be achieving significant synergies as we combine two technology-driven, market-leading businesses. The new company has a strong management structure. Fred Hassan is a proven CEO and I'm confident he will bring the same dynamism and focus on shareholder value to the new company that he brought to Pharmacia & Upjohn. Said Mr. Hassan: "This is a combination designed to achieve both business growth and enhanced shareholder value over the near and long term. We are creating a high-gowth pharmaceutical company with a global leadership in sales and marketing, a superior R&D platform, and top-tier growth prospects, including several products with blockbuster potential. At the same time, we are establishing a structure which gives our agricultural operations the scope and autonomy to be a leading independent entity in the agricultural field with high growth opportunity supported by a strong capital structure and the potential for direct shareholder investment." The new company's growing pharmaceutical business will be led by Celebrex, an innovative new treatment for arthritis launched in 1999 with sales to date of $1.4 billion; Xalatan, the world's top selling prescription medication for glaucoma; Detrol, the leading treatment for over-active bladder; Camptosar, a treatment for colorectal cancer; and Zyvox, a revolutionary new antibiotic expected to be launched in 2000. -more- 4 The new company has strong positions in a number of therapeutic areas, including arthritis and inflammation, antibiotics, oncology, cardiovascular, central nervous system, ophthalmology, urology and women's health. The company also has a strong consumer healthcare business led by key global brands, including the Nicorette family of tobacco-dependency products and Rogaine/Regaine, a treatment for hair loss. The combined company's board of directors will consist of 20 members, with representation equally divided between Monsanto and Pharmacia & Upjohn. Planned key appointments include that of Monsanto's Richard U. De Schutter, as Senior Executive Vice President, Pharmacia & Upjohn's Christopher Coughlin, as Executive Vice President and Chief Financial Officer; Monsanto's Philip Needleman, Ph.D. as Chief Scientific Officer; and Monsanto's Hendrik A. Verfaillie as CEO of the agricultural business. Further appointments will be announced during the course of the merger integration process. The transaction is expected to close in the second quarter of 2000, subject to approval by both companies' shareholders, normal governmental reviews and other customary conditions. This news release contains certain forward-looking statements, including, among other things, statements regarding each company's results of operations and expected cost savings and earnings per share effects. These forward-looking statements are based on current expectations, but actual results may differ materially from anticipated future events or results. Certain factors which could cause each company's actual results to differ materially from expected and historical results are described in Monsanto's and Pharmacia & Upjohn's periodic reports filed with the Securities and Exchange Commission, including Monsanto's and Pharmacia & Upjohn's 1998 annual reports and Forms 10-K and Exhibits 99 thereto, respectively. -more- 5 This announcement is not an offer to sell nor a solicitation to buy any securities. The offering with respect to the proposed merger will be made only by the proxy statement/prospectus that will be distributed to shareowners in connection with their consideration of the transaction. -end- Pharmacia & UpJohn Media Contact: Paul Fitzhenry (908) 901-8770 Pharmacia & Upjohn Analyst Contact: Craig Tooman (908) 901-8851 Monsanto Company Media Contact: Scarlett Lee Foster (314) 694-2883 Monsanto Company Analyst Contact: Nick Filippello (314) 694-8148 EX-99 3 JOINT ANALYST PRESENTATION EXHIBIT 99.2 Monsanto and Pharmacia & Upjohn Creating a Leading Pharmaceutical Company with Top-Tier Growth Prospects Transaction Highlights Financial Structure: o Stock-for-stock merger of equals transaction Exchange Ratio: o 1.19 Monsanto shares for each P&U share Board Membership: o 50% Monsanto / 50% P&U Headquarters: o Corporate and Pharma headquarters, Peapack, NJ o Agricultural headquarters, St. Louis, MO Stock Exchange Listings: o New York, Stockholm Accounting / Tax: o Pooling of interests, tax free to shareholders Expected Closing: o Second Quarter 2000 Agriculture IPO: o Public offering of up to 20% as soon as practicable 2 Board and Management Board of Directors 50 / 50 Chairman (Non-Executive) Robert Shapiro CEO and President Fred Hassan Senior EVP Richard De Schutter EVP and CFO Christopher Coughlin Chief Scientific Officer Philip Needleman, Ph.D. CEO Agricultural Business Hendrik Verfaillie 3 Financial Highlights Combined Revenue Preliminary 1999 Est. [Bar chart with dollars in billions on verticle axis, "Total", "Pharma" and "AG" on horizontal axis. Total is $17 Bn, Pharma is $11.8Bn (22% growth, footnote 1) and Ag is $5.2 Bn (23% growth, footnote 2)] Combined Market Capitalization - $50Bn+ Employees - 60,000 1 Adjusted for divestments 2 Including acquisitions 4 [Triange in center of page with text "Creating the Growth Engine".] Combination Creates High Growth Pharmaceutical Company Superior R&D Platform o Robust Phase III pipeline o Enhanced discovery o World-class development capability o $2 Billion+ R&D investment Global Leadership in Sales and Marketing o Leading sales presence in U.S. and other key markets o Ability to execute global launches o Demonstrated launch capabilities with Celebrex, Xalatan, Detrol Top-Tier Growth o High growth potential of current products o Freshness Index: more than one-third of sales generated from new products o Strong near term pipeline o Minimal patent exposure o $600 Million in cost synergies drives earnings and value creation 5 Strong Growth Platform 1999 Est. Revenue Product Indication ($000) % Growth - ------------------------------------------------------------------------- Celebrex Arthritis and Cancer $1,400 + + + Prevention - ------------------------------------------------------------------------- Xalatan Glaucoma $500 50%+ - ------------------------------------------------------------------------- Detrol Overactive Bladder $300 200%+ - ------------------------------------------------------------------------- Zyvox Anti-infective Filed - ------------------------------------------------------------------------- Valdecoxib Arthritis / Pain III - ------------------------------------------------------------------------- Parecoxib Hospital Analgesia III - ------------------------------------------------------------------------- Eplerenone Hypertension / III Congestive Heart Failure - ------------------------------------------------------------------------- Oncology Broad product and $800+ franchise technology platform - ------------------------------------------------------------------------- Source: Securities research estimates 6 COX-2 Platform Provides Exciting Growth Prospects o Celebrex: Most successful new product launch in history o $1.4 billion 1999E sales o $6 billion NSAID market expected to double in the next few years o Unique strategic partnerships enhance growth o COX-2 platform provides robust growth through additional blockbuster opportunities o valdecoxib and parecoxib pain and arthritis indications o Cancer prevention o OTC applications 7 Strong Patent Position and Low Exposure to Patent Expiration Patent Expiration - ------------------------ Zyvox 2014 Celebrex 2013 Detrol 2012 Xalatan 2011 Camptosar 2007 Percentage Sales at Risk of Product Patent Expiration (1999 - 2003) Compared to Total 1998 Pharma Sales [Bar chart with numbers (0-60) on horizontal axis and the following companies on the horizontal axis: Astra / Zeneca Merck Eli Lilly Schering Plough SB Pfizer Roche Bristol Myers Newco] Source IMS:SMR 8 Leading Sales and Marketing Force Number of Sales Representatives (1998) [Bars appear after name indicating relative size of Rx Sales Force in descending order.] U.S. Rx Sales Force Pfizer J & J Merck BMS Glaxo Wellcome NewCo 3,800 Aventis AHP Novartis Key Western European Markets Rx Sales Force (1) Aventis Roche Glaxo NewCo 2,500 Merck Pfizer SKB Novartis Notes: (1) U.K., Germany, France, Italy Source: Strategic Reports, Analyst Estimates 9 Pharmaceutical Combination Drives Top- Line Synergies Benefiting from larger sales forces o Celebrex o Detrol o Vestra o Zyvox o Hospital and Oncology products Attractive in-licensing/ co-promotion partner 10 Global Critical Mass With Strong U.S. Presence 1999E Pharmaceutical Geographic Presence Searle P&U - ------------------------------------ ------------------------------------ [Pie Chart here: North America 74%; [Pie Chart here: North America 42%; Europe 18%; Latin America 4%; Europe 36%; Latin America 5%; Japan 2%; and Other 2%] Japan 11%; and Other 6%] Pro Forma ------------------------------------ [Pie Chart here: North America 56%; Europe 78%; Latin America 4%; Japan 8%; and Other 4%] Source: Company estimates 1999 Estimated Revenue 11 Leading Pharmaceutical Research Platform o Research & Development investment of $2Bn+ o Core R&D areas: o Arthritis / Inflammation o Oncology o Infectious Disease o Cardiovascular o Central Nervous System o Metabolic Diseases 12 Attractive Combined Near-Term Product Pipeline ____ Searle ____ P&U Estimated Launch Dates - -------------------------------------------------------------------------------- 1999 - 2000E 2001E- 2002E - ---------------------------------- ------------------------------------- Celebrex - Pain / Inflammation Parecoxib - Acute Pain Zyvox - Infectious Disease Valdecoxib - Second Generation COX-2 Vestra - Depression Eplerenone - Congestive Heart Failure Aromasin - Advanced Breast Cancer and Hypertension Pegvisomant - Acromegaly Tifacogin - Sepsis Leridistim - Oncology TPO - Oncology SnEt2 - Macular Degeneration Almotriptan - Migraine ----------------------------------------------- Total Potential Peak Sales $8Bn - $10Bn ----------------------------------------------- 13 Combined Depth of Pharmaceutical Pipeline -------------------------- 22 - ------------ --------- ---------- ----------- -------------- ----------- Pre-Clinical Phase I Phase II Phade III Pre Total IND Registration Compounds - ------------ --------- ---------- ----------- -------------- ----------- 15 6 13 15 7 56 -------------------------- Breakout by Disease Area ------------------------ o Oncology: 23 o Cardiovascular / Metabolic: 8 o CNS: 5 o Pain / Arthritis: 3 o Infectious Diseases: 2 o Asthma: 2 o Women's Health: 2 o Other: 11 14 Robust Pharmaceutical Sales Growth Driven by New Products Mid to high teens revenue growth [Chart here: Years 1998 - 2002 on horixontal axis and "Base (Note 1), Growth Products, COX-2 and Pipeline on vertical axis.] 1 Includes royalties & other 15 Cost Synergies [Pie Chart here: Administrative and Corporate - 31%, Sales and marketing - 20%, Manufacturing and Distribution (COGS) - 16% and Research and Development - 33%.] Highlights - ---------------------------------- o $600M of annual cost synergies to increase earnings and drive value creation o Majority implemented over three years o Expected cost of restructuring is $500M - $800M 16 Strong Pharmaceutical Growth Momentum Chart here: 1995E with arrow labeled "Earnings" to 2004E.] Key Pharma Highlights - --------------------------------------------------------- o Industry leading growth rate o Gross Margin: 80% and growing o More than $2Bn R&D spending achieves competitive scale o Strong industry patent position o Synergies drive value creation o Continuous profit margin improvement approximately 1% per year 17 Post-Merger Integration Rapid assimilation while preserving growth momentum 18 Highlighting the Ag Business Through An IPO o Managed as an autonomous business o Focused strategy o Separate Board of Directors o Entrepreneurial leadership with aligned incentives o Facilitates tracking of pharmaceutical and agricultural performance o High growth opportunity with a strong capital structure o IPO to be undertaken as soon as practical 19 Highlighting an Autonomous Ag Subsidiary o Strongly growing revenue and earnings while major competitors are declining o Roundup is the industry leader with $2.5Bn in sales o Sustained volume growth of 18 - 20% per annum over the past five years o Strong profit growth in ex-US markets (post- patent expiration) o Leading seed positions enable technology delivery o Technological leader in biotechnology and genomics 20 Integrated Agricultural Strategy Drives Strong Performance [Chart here: triangle with "Seeds/Biotech", "Downstream Rennesen/Animal AG" and "Ag Chem" in vertices, "R&D Engine" in center of triangle.] o Deliver short-term and long-term value o Rapid market share gains in key technologies o Mid-teens compounded annual increase in operating earnings o Unique integrated capabilities in place 21 Strong Ag Performance With Growth Opportunity [Chart here: 1999E with arrow labeled "Earnings" to 2004E.] Key Ag Highlights - ----------------------------------------- o 1999 expected sales over $5 billion o EBITDA margins in the mid-20% range generates strong sustainable cash flow o R&D expenditures of $600 million fuel pipeline upside 22 NewCo Will Achieve Top-Tier Financial Goals Key Financial Goals ------------------------------------------------------------------------------ o Sustainable double- digit revenue growth o Net Income growth to exceed 20% per year o Strong financial position driven by debt reduction programs o IPO proceeds o Divestment of Monsanto Nutrition and Consumer businesses 23 NewCo Delivers . . . o Powerful new product pipeline o Sustainable revenue growth o Significant margin expansion o Strong earnings growth 24 Monsanto and Pharmacia & Upjohn Creating a Leading Pharmaceutical Company with Top-Tier Growth Prospects Forward- Looking Information Certain statements contained in this presentation, such as statements concerning the combined company's anticipated financial or product performance, its pipeline, plans for growth and other factors that could affect future operations or financial position, and other non-historical facts, are "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). Such statements often include the words "believes," "expects," "anticipates," "intends," "plans," "estimates," or similar expressions. Since these statements are based on factors that involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such factors include, among others: the ability to attain estimated expense savings, the ability to continue to successfully market existing products, which may be adversely impacted by the introduction of competitive products; the combined company's ability to integrate the two businesses and other prior mergers and acquisitions; the combined company's ability to successfully develop and market new products, the ability to expand the market for existing products; the ability to fund research and development activities; the ability to get to market ahead of competition; the success of the combined company's research and development activities and the speed with which regulatory authorizations and product rollouts may be achieved; the ability to successfully negotiate pricing of pharmaceutical products with managed care groups, health care organizations and government agencies worldwide; fluctuations in currency exchange rates; the effects of the combined company's accounting policies and general changes in generally accepted accounting practices; the combined company's exposure to product liability lawsuits and contingencies related to actual or alleged environmental contamination; the combined company's exposure to antitrust lawsuits; the combined company's success in litigation involving its intellectual property; social, legal and political developments, especially those relating to health care reform and product liabilities; general economic and business conditions; the combined company's ability to attract and retain management and other employees; the combined company's ability to compensate for anticipated generic competition for Roundup(R) herbicide after the expiration of its patent in the U.S.; governmental and public acceptance of agbiotech products, the effect of seasonal conditions and of current commodity prices on agricultural markets; and other risk factors detailed in Monsanto's and Pharmacia & Upjohn's respective Securities and Exchange Commission filings, including their respective Proxy Statements and Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. 26 -----END PRIVACY-ENHANCED MESSAGE-----