-----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, U7eew4lwf27VGS7BlV099J2KWMA9UDFhKMi73dtvh3Adx1AHTCoNMRZCmI6vWaNc rGILVPAt3fmrD3UmAX6f7w== 0000950135-97-004098.txt : 19971010 0000950135-97-004098.hdr.sgml : 19971010 ACCESSION NUMBER: 0000950135-97-004098 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971009 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKER J INC CENTRAL INDEX KEY: 0000792570 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 042866591 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-35923 FILM NUMBER: 97693163 BUSINESS ADDRESS: STREET 1: 555 TURNPIKE ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178289300 MAIL ADDRESS: STREET 1: P O BOX 231 CITY: HYDE PARK STATE: MA ZIP: 02136 S-3/A 1 J. BAKER, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1997 REGISTRATION STATEMENT NO. 333-35923 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ J. BAKER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-2866591 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER) INCORPORATION OR ORGANIZATION)
555 TURNPIKE STREET CANTON, MASSACHUSETTS 02021 (781) 828-9300 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------
NAME OF ADDITIONAL REGISTRANTS STATE OF INCORPORATION I.R.S. EMPLOYER IDENTIFICATION NUMBER - ------------------------------------ ---------------------- ------------------------------------- WGS Corp. Massachusetts 04-3128706 JBI, Inc. Massachusetts 13-1722620 JBI Holding Co., Inc. Delaware 51-0304938 Morse Shoe, Inc. Delaware 04-1638796 Buckmin, Inc. Massachusetts 04-6046160 ELM Equipment Corp. Massachusetts 04-6046069 ISAB, Inc. Delaware 06-1047189 Jared Corporation Puerto Rico 66-0464826 Morse Shoe (Canada) Ltd. Canada 7318-9482 Morse Shoe International, Inc. Delaware 04-2484715 White Cap Footwear, Inc. Delaware 06-0983746 Spencer Companies, Inc. Massachusetts 04-1856115 Spencer No. 301 Corp. New York 04-2129408 The Casual Male, Inc. Massachusetts 04-3102315 TCM Holding Co., Inc. Delaware 51-0336334 TCMB&T, Inc. Massachusetts 04-3272368
------------------------ PHILIP G. ROSENBERG EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER J. BAKER, INC. 555 TURNPIKE STREET, CANTON, MASSACHUSETTS 02021 (781) 828-9300 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ With copies to: STEPHEN W. CARR, P.C. MARK T. BEAUDOUIN, ESQ. HOWARD A. SOBEL, ESQ. RAYMOND C. ZEMLIN, P.C. FIRST SENIOR VICE PRESIDENT, THOMAS E. MOLNER, ESQ. GOODWIN, PROCTER & HOAR LLP GENERAL COUNSEL AND SECRETARY KRAMER, LEVIN, NAFTALIS & FRANKEL Exchange Place, Boston, Massachusetts J. BAKER, INC. 919 Third Avenue, New York, New York 02109 555 Turnpike Street, Canton, 10022 (617) 570-1000 Massachusetts 02021 (212) 715-9100 (781) 828-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ THE REGISTRANT AND THE ADDITIONAL REGISTRANTS (COLLECTIVELY, THE "REGISTRANTS") HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 EXPLANATORY NOTE This Amendment No. 1 to this Registration Statement is an exhibit-only filing. 3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses in connection with the issuance and distribution of the securities being registered will be borne by the Company and are set forth in the following table (all amounts except the registration fee are estimated): Registration fee................................................. $30,303.03 Legal fees and expenses.......................................... Blue Sky fees and expenses....................................... NASD filing fee.................................................. 10,500.00 Accounting fees and expenses..................................... Trustee fees and expenses........................................ Rating agency fees............................................... Printing fees and expenses....................................... Miscellaneous.................................................... -------- Total.................................................. $ ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. As permitted by applicable Massachusetts law, Article 6A of the J. Baker, Inc.'s Restated Articles of Organization, as amended, provides that J. Baker, Inc. shall indemnify, except as limited by law or as otherwise provided in the J. Baker, Inc.'s Articles of Organization, each person who serves or has served as a director or in any other office filled by election or appointment by the stockholders or the Board of Directors of J. Baker, Inc. against all liability fixed by a judgment, order, decree, or award in any action, suit or proceeding, civil or criminal, brought or threatened in or before any court, tribunal, administrative or legislative body or agency incurred by such person in connection with each such action, suit or proceeding in which such person is involved as a result of serving or having served J. Baker, Inc. in such capacity or, at the request of J. Baker, Inc., as a director, officer, employer or other agent of any other organization. No indemnification will be provided under Article 6A to such a person with respect to a matter as to which it shall have been adjudicated in any such action, suit or proceeding that such person did not act in good faith in the reasonable belief that such person's action was in the best interests of J. Baker, Inc. Also, in the event that any such action, suit or proceeding is compromised or settled so as to impose any liability or obligation upon such person or upon J. Baker, Inc., no indemnification shall be provided to such person with respect to a matter if J. Baker, Inc. has obtained an opinion of counsel that with respect to such matter such person did not act in good faith in the reasonable belief that such person's action was in the best interests of J. Baker, Inc. Article 6F of the J. Baker, Inc. Articles of Organization provides that no director of J. Baker, Inc. shall be personally liable to J. Baker, Inc. or to its stockholders for monetary damages for breach of the director's duty as a director notwithstanding any provision of law imposing such liability; provided, however, that Article 6F also states that that Article shall not eliminate or limit any liability of a director (i) for any breach of the director's duty of loyalty to J. Baker, Inc. or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Sections 61 or 62 of the Massachusetts Business Corporation Law, or (iv) with respect to any transaction from which the director derived an improper personal benefit. Article 6F also provides that if the Massachusetts Business Corporation Law is subsequently amended to further eliminate or limit the personal liability of directors or to authorize corporate action to further eliminate or limit such liability, then the liability of the directors of J. Baker, Inc. shall be eliminated or limited to the fullest extent permitted by the Massachusetts Business Corporation Law as so amended. II-1 4 ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION - ----------- ---------------------------------------------------------------------------------- *1.1 Form of Underwriting Agreement among the Underwriters named therein and the Company *4.1 Form of Indenture among the Company, the Guarantors named therein and the Trustee *4.2 Form of Note (included in Exhibit No. 4.1) *5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the Notes being registered +12.1 Statement re computation of ratios +23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants *23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto) +24.1 Powers of Attorney (included in Part II of this Registration Statement) 25.1 Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939
- --------------- * To be filed by amendment. + Previously filed. ITEM 17. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. (d) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, J. Baker, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Canton, Commonwealth of Massachusetts, on the 9th day of October, 1997. J. BAKER, INC. By: /s/ PHILIP G. ROSENBERG ------------------------------------ Philip G. Rosenberg Executive Vice President, Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE - ---------------------------------------- --------------------------------- ----------------- /s/ ALAN I. WEINSTEIN President, Chief Executive October 9, 1997 - ---------------------------------------- Officer and Director (Principal Alan I. Weinstein Executive Officer) /s/ PHILIP G. ROSENBERG Executive Vice President, Chief October 9, 1997 - ---------------------------------------- Financial Officer and Treasurer Philip G. Rosenberg (Principal Financial Officer) * Chairman of the Board of October 9, 1997 - ---------------------------------------- Directors Sherman N. Baker * Director October 9, 1997 - ---------------------------------------- J. Christopher Clifford * Director October 9, 1997 - ---------------------------------------- Ervin D. Cruce * Director October 9, 1997 - ---------------------------------------- Douglas J. Kahn * Director October 9, 1997 - ---------------------------------------- Harold Leppo * Director October 9, 1997 - ---------------------------------------- David Pulver * Director October 9, 1997 - ---------------------------------------- Melvin M. Rosenblatt * Director October 9, 1997 - ---------------------------------------- Nancy Ryan * /s/ PHILIP G. ROSENBERG - ---------------------------------------- Philip G. Rosenberg Attorney-In-Fact
II-3 6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- -------------------------------------------------------------------------------- *1.1 Form of Underwriting Agreement among the Underwriters named therein and the Company *4.1 Form of Indenture among the Company, the Guarantors named therein and the Trustee *4.2 Form of Note (included in Exhibit No. 4.1) *5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the Notes being registered +12.1 Statement re computation of ratios +23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants *23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto) +24.1 Powers of Attorney (included in Part II of this Registration Statement) 25.1 Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939
- --------------- * To be filed by amendment. + Previously filed. EX-25.1 2 FORM T-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)___ ------------------------ THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) NEW YORK (State of Incorporation 13-4994650 if not a national bank) (I.R.S. employer identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code)
WILLIAM H. MCDAVID GENERAL COUNSEL 270 PARK AVENUE NEW YORK, NEW YORK 10017 TEL: (212) 270-2611 (Name, address and telephone number of agent for service) ------------------------ Massachusetts J. Baker, Inc. 04-2866591 Massachusetts WGS Corp. 04-3128706 Massachusetts JBI, Inc. 13-1722620 Delaware JBI Holding Co., Inc. 51-0304938 Delaware Morse Shoe, Inc. 04-1638796 Massachusetts Buckmin, Inc. 04-6046160 Massachusetts ELM Equipment Corp. 04-6046069 Delaware ISAB, Inc. 06-1047189 Puerto Rico Jared Corporation 66-0464826 Canada Morse Shoe (Canada) Ltd. 7318-9482 Delaware Morse Shoe International, Inc. 04-2484715 Delaware White Cap Footwear, Inc. 06-0983746 Massachusetts Spencer Companies, Inc. 04-1856115 New York Spencer No. 301 Corp. 04-2129408 Massachusetts The Casual Male, Inc. 04-3102315 Delaware TCM Holding Co., Inc. 51-0336334 Massachusetts TCMB&T, Inc. 04-3272368 (State or other jurisdiction of Exact name of obligor as specified in its charter) (I.R.S. employer incorporation or organization identification No.)
555 TURNPIKE STREET CANTON, MASSACHUSETTS 02021 (Address of principal executive offices) (Zip Code)
------------------------ % SENIOR SUBORDINATED NOTES DUE 2007 (Title of the indenture securities) ================================================================================ 2 GENERAL ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, N.Y. 12110 Board of Governors of the Federal Reserve System, Washington, D.C. 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. 10045 Federal Deposit Insurance Corporation, Washington, D.C., 20429 (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. None. ITEM 16. LIST OF EXHIBITS List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. 2 3 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 7th day of October, 1997. THE CHASE MANHATTAN BANK By /s/ KATHLEEN PERRY --------------------------------- Kathleen Perry Second Vice President 3 4 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 1997, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ...................................... $ 13,892 Interest-bearing balances .............................. 4,282 Securities: Held to maturity securities ................................ 2,857 Available for sale securities .............................. 34,091 Federal funds sold and securities purchased under agreements to resell ................................... 29,970 Loans and lease financing receivables: Loans and leases, net of unearned income ............... $124,827 Less: Allowance for loan and lease losses .............. 2,753 Less: Allocated transfer risk reserve .................. 13 -------- Loans and leases, net of unearned income, allowance, and reserve ................................. 122,061 Trading Assets ............................................. 56,042 Premises and fixed assets (including capitalized leases) ... 2,904 Other real estate owned .................................... 306 Investments in unconsolidated subsidiaries and associated companies ................................... 232 Customers' liability to this bank on acceptances outstanding ............................................ 2,092 Intangible assets .......................................... 1,532 Other assets ............................................... 10,448 -------- TOTAL ASSETS ............................................... $280,709 ======== -4- 5 LIABILITIES Deposits In domestic offices ....................................... $ 91,249 Noninterest-bearing ....................................... $ 38,157 Interest-bearing .......................................... 53,092 -------- In foreign offices, Edge and Agreement subsidiaries, and IBF's ................................................. 70,192 Noninterest-bearing ....................................... $ 3,712 Interest-bearing .......................................... 66,480 Federal funds purchased and securities sold under agreements to repurchase ................................................. 35,185 Demand notes issued to the U.S. Treasury ...................... 1,000 Trading liabilities ........................................... 42,307 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less ............. 4,593 With a remaining maturity of more than one year through three years ....................................... 260 With a remaining maturity of more than three years ........ 146 Bank's liability on acceptances executed and outstanding ...... 2,092 Subordinated notes and debentures ............................. 5,715 Other liabilities ............................................. 11,373 TOTAL LIABILITIES ............................................. 264,112 -------- EQUITY CAPITAL Perpetual preferred stock and related surplus ................. 0 Common stock .................................................. 1,211 Surplus (exclude all surplus related to preferred stock) ..... 10,283 Undivided profits and capital reserves ........................ 5,280 Net unrealized holding gains (losses) on available-for-sale securities .............................. (193) Cumulative foreign currency translation adjustments ........... 16 TOTAL EQUITY CAPITAL .......................................... 16,597 -------- TOTAL LIABILITIES AND EQUITY CAPITAL .......................... $280,709 ======== I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) THOMAS G. LABRECQUE ) DIRECTORS WILLIAM B. HARRISON, JR.) -5- -----END PRIVACY-ENHANCED MESSAGE-----