-----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, UDgHgm3HZqQiPofBxPiVRL0URJ+NigLd397s2D3sJuczMbH3y5Yv5rspU26ab1G6 mbaa7laue7gCNTgTbWtGvA== 0000760775-97-000034.txt : 19970211 0000760775-97-000034.hdr.sgml : 19970211 ACCESSION NUMBER: 0000760775-97-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970207 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WLR FOODS INC CENTRAL INDEX KEY: 0000760775 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 541295923 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39722 FILM NUMBER: 97519925 BUSINESS ADDRESS: STREET 1: P O BOX 7000 CITY: BROADWAY STATE: VA ZIP: 22815 BUSINESS PHONE: 7038674001 MAIL ADDRESS: STREET 1: 800 CO OP DRIVE CITY: TIMBERVILLE STATE: VA ZIP: 22853 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE ROCKINGHAM INC DATE OF NAME CHANGE: 19881114 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE INC DATE OF NAME CHANGE: 19880209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WLR FOODS INC CENTRAL INDEX KEY: 0000760775 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 541295923 STATE OF INCORPORATION: VA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 7000 CITY: BROADWAY STATE: VA ZIP: 22815 BUSINESS PHONE: 7038674001 MAIL ADDRESS: STREET 1: 800 CO OP DRIVE CITY: TIMBERVILLE STATE: VA ZIP: 22853 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE ROCKINGHAM INC DATE OF NAME CHANGE: 19881114 FORMER COMPANY: FORMER CONFORMED NAME: WAMPLER LONGACRE INC DATE OF NAME CHANGE: 19880209 SC 13D/A 1 SCHEDULE 13D AMENDMENT #1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________ SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* WLR FOODS, INC. (Name of Issuer) COMMON STOCK NO PAR VALUE (Title of Class of Securities) 929286 10 2 (CUSIP Number) P.O. Box 7001 Broadway, Virginia 22815 (540) 896-7000 (Address, including zip code, and telephone number, including area code, of principal executive offices) John W. Flora Wharton, Aldhizer & Weaver, P.L.C. 100 South Mason Street, P.O. Box 20028 Harrisonburg, Virginia 22801-7528 (540) 434-0316 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 17, 1997 (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 statement 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: [ ] CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person J. Craig Hott S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,449,647 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 105,211 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,449,647 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Herman D. Mason S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 238,584 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,344,436 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 238,584 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,583,020 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Charles W. Wampler, Jr. S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 136,789 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,620,636 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 136,789 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 276,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,757,425 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Stephen W. Custer S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 55,834 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,344,436 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 55,834 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,400,270 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Calvin G. Germroth S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 18,472 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,344,436 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 18,472 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,362,908 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person James L. Keeler S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 208,099 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,344,436 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 208,099 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,552,535 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person George E. Bryan S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 131,906 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,344,436 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 131,906 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,476,342 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person Charles L. Campbell S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 12,970 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,344,436 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 12,970 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,357,406 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person William H. Groseclose S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 3,698 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,344,436 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 3,698 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,348,134 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 CUSIP NO. 929286 10 2 13D/A 1 Name of Reporting Person William D. Wampler S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia NUMBER OF 7 SOLE VOTING POWER 381,962 SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,648,825 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 381,962 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 304,389 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,030,787 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 10 Items 3-5 of Schedule 13D dated August 29, 1994 are hereby amended to add the following: Item 3. Source and Amount of Funds or Other Consideration. On September 29, 1995 the Registrant acquired substantially all the assets of New Hope Feeds, Inc. and its affiliate, Economy Truck Leasing, Inc., both of New Hope, North Carolina. The total cost of the acquisition was $16,103,222, $6,028,700 of which was paid in the Registrant's common stock, and the balance of which was paid in the form of debt assumption. The 456,936 shares of the Registrant's common stock issued are subject to the terms of a Voting Trust Agreement dated September 29, 1995. Item 4. Purpose of Transaction. On September 29, 1995, the Registrant acquired the chicken processing plant, live production assets and inventories of New Hope Feeds, Inc. and Economy Truck Leasing, Inc. (collectively, New Hope) for a total purchase price of $16,103,222. In addition to the assumption of certain liabilities of New Hope, the Registrant issued 456,936 shares of its common stock, valued at 13.19375 dollars per share, for a total value of $6,028,700. The shares issued in the New Hope acquisition are subject to the terms of a Voting Trust Agreement dated September 29, 1995 between the Registrant, New Hope, and others, with Crestar Bank as independent trustee (the New Hope Trust). During the term of the New Hope Trust, the trustee must vote the shares subject to the trust according to the recommendation, if any, of the Registrant's Board of Directors. In the absence of a recommendation from the Registrant's Directors, the trustee will vote as directed by the registered holders of the Voting Trust certificates representing the shares held by the New Hope Trust. The New Hope Trust will terminate on the earlier of a) September 29, 1999, b) the occurrence of a change in control in WLR Foods, Inc., defined as the acquisition by any individual entity or group of beneficial ownership of more than 30% of the outstanding shares of the Registrant's common stock, or c) the written consent of all parties to the New Hope Trust. Except as set forth above, as of the date hereof, the reporting persons have no plan or proposal which relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Company. On January 15, 1997 the Registrant, Cuddy Farms, Inc. (Cuddy), and certain of Cuddy's lenders entered into a Stock Repurchase Agreement, pursuant to which the Registrant is to repurchase the shares subject to the Voting Trust Agreement dated October 26, 1994 between the Registrant, Cuddy, and others (the Cuddy Trust) for $10 per share in three installments. Consequently, on January 17, 1997, the Registrant repurchased 887,499 shares, representing 50% of the total number of shares held in the Cuddy Trust. 11 The remaining 887,500 shares (adjusted for a 3-for-2 stock split on May 12, 1995) continue to be subject to the terms of the Cuddy Trust. Accordingly, each of the Reporting Persons shares the power to direct the vote of the 887,500 shares. In addition, as described in Item 4 above, the trustee of the New Hope Trust is obligated to vote the shares held in the New Hope Trust according to the recommendation of the Registrant's Board of Directors, or in the absence of a recommendation, as directed by the registered holder of the Voting Trust certificates. Accordingly, each of the reporting persons shares the power to direct the vote of the 456,936 shares held by the New Hope Trust with New Hope Feeds, Inc. and Economy Truck Leasing, Inc. Additional shares over which the reporting persons have the power to direct the vote or the disposition are set forth below. J. Craig Hott beneficially owns a total of 1,449,647 shares, or 8.6% of the total outstanding shares of the Company. Mr. Hott shares the power to direct the vote and the disposition of 105,211 shares owned by E. E. Hott, Inc. with the directors of E. E. Hott, Inc., and shares the power to vote and dispose of 441 shares owned jointly with his wife. Herman Mason is the beneficial owner of 1,583,020 shares, representing 9.4% of the total outstanding stock. Mr. Mason has sole voting power and sole power of disposition over 238,584 shares. Charles W. Wampler, Jr. beneficially owns 10.4% of the outstanding stock, or 1,757,425 shares. He has sole voting power and sole power of disposition over 136,789 shares, and shares voting power and the power of disposition over 274,063 shares held in trust with William D. Wampler as co-trustee. He shares the power to vote and to dispose of 2,137 shares held by Wampler Land, a limited partnership, with the other general partner, William D. Wampler. Stephen W. Custer is the beneficial owner of 1,400,270 shares, representing 8.3% of the total outstanding stock. He has sole voting power and power of disposition over 55,834 shares. Calvin G. Germroth beneficially owns 8.1% of the total outstanding stock, consisting of 1,362,908 shares. He has the sole power to vote or direct the vote, and the sole power to dispose of or direct the disposition of, 18,472 shares. James L. Keeler beneficially owns 9.1% of the outstanding stock, consisting of 1,552,535 shares. He has sole power to vote or direct the vote, and sole power to dispose of or direct the disposition of, 53,099 shares owned directly, and 155,000 shares which he has the right to purchase within 60 days. George E. Bryan beneficially owns 1,476,342 shares, or 8.7% of the outstanding stock, and has sole power to vote and dispose of 131,906 shares. 12 Charles L. Campbell is the beneficial owner of 1,357,406 shares, representing 8.0% of the total outstanding shares, and has the sole power to vote and to dispose of 12,970 shares. William H. Groseclose beneficially owns 8.0% of the outstanding shares, or 1,348,134 shares, and has the sole power to vote or direct the vote, and to dispose of or direct the disposition of, 3,698 shares. William D. Wampler beneficially owns 2,030,787 shares, representing 12.0% of the total outstanding stock. He has sole voting power as to 381,962 shares. He shares voting power and the power of disposition over 274,063 shares held in trust with Charles W. Wampler, Jr. as co-trustee, and over 2,137 shares owned by Wampler Land, a limited partnership, with Charles W. Wampler, Jr. as general partner. As a director of May Meadows Farms, Inc., Mr. Wampler also shares power to direct the vote and disposition of 28,189 shares owned by the corporation with the other director, Bonnie Lou Wampler, whose address is Route 8, Box 112, Harrisonburg, Virginia 22801. 13 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: February 7, 1997. _____________________________________ George E. Bryan* _____________________________________ Charles L. Campbell* _____________________________________ Stephen W. Custer* _____________________________________ Calvin G. Germroth* _____________________________________ William H. Groseclose* _____________________________________ J. Craig Hott* _____________________________________ James L. Keeler* _____________________________________ Herman D. Mason* _____________________________________ Charles W. Wampler, Jr.* _____________________________________ William D. Wampler* *By ____/s/ Robert T. Ritter_____________ Robert T. Ritter, attorney-in-fact 14 -----END PRIVACY-ENHANCED MESSAGE-----