-----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, OPAyequql94oC3cOxrof9PQm2wR2mc2WG/RVF5ddoiTLT0M0jlbcyPaZb+z8d5N4 Sl8QwPbtI7olJqVTT8rpIA== 0000897069-99-000133.txt : 19990316 0000897069-99-000133.hdr.sgml : 19990316 ACCESSION NUMBER: 0000897069-99-000133 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981230 ITEM INFORMATION: FILED AS OF DATE: 19990315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHLAND CRANBERRIES INC /WI/ CENTRAL INDEX KEY: 0000818010 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 391583759 STATE OF INCORPORATION: WI FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-16130 FILM NUMBER: 99565011 BUSINESS ADDRESS: STREET 1: 800 FIRST AVE SO STREET 2: P O BOX 8020 CITY: WISCONSIN RAPIDS STATE: WI ZIP: 54494 BUSINESS PHONE: 7154244444 8-K/A 1 CURRENT REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-K/A AMENDMENT NO. 1 TO 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 30, 1998 Northland Cranberries, Inc. (Exact name of registrant as specified in its charter) Wisconsin 0-16130 39-1583759 -------------- --------------- -------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 800 First Avenue South P.O. Box 8020 Wisconsin Rapids, Wisconsin 54495-8020 --------------------------------------------- (Address of principal executive offices including zip code) (715) 424-4444 ------------------------ (Registrant's telephone number) The undersigned registrant hereby amends Item 7 of its Current Report on Form 8-K dated December 30, 1998 to provide in its entirety as follows: Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired The following financial statement information of the juice division of Seneca Foods Corporation is provided herein: Audited Statement of Net Assets to be Sold at March 31, 1998 Audited Statement of Revenue and Direct Operating Expenses for the Year Ended March 31, 1998 Notes to Financial Statements Unaudited Statement of Net Assets to be Sold at September 26, 1998 Unaudited Statements of Revenue and Direct Operating Expenses for the Six Month Periods Ended September 26, 1998 and September 27, 1997 Note to Unaudited Financial Statements (b) Pro Forma Financial Information. The following pro forma financial statement information of the registrant and Seneca is provided herein: Unaudited Consolidated Pro Forma Condensed Balance Sheet at November 30, 1998 Unaudited Consolidated Pro Forma Condensed Statement of Operations for the Year Ended August 31, 1998 Unaudited Consolidated Pro Forma Condensed Statement of Operations for the Three Months Ended November 30, 1998 Notes to Unaudited Consolidated Pro Forma Condensed Financial Statements INDEPENDENT AUDITORS' REPORT Seneca Foods Corporation We have audited the accompanying statement of net assets to be sold of the Seneca Foods Juice Division (the "Company"), a division of Seneca Foods Corporation ("Seneca"), as of March 31, 1998 and the related statement of revenue and direct operating expenses for the year ended March 31, 1998. These financial statements are the responsibility of management of the Company and Seneca. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets to be sold of the Seneca Foods Juice Division as of March 31, 1998 and the results of its revenues and direct operating expenses for the year ended March 31, 1998 in conformity with generally accepted accounting principles. As discussed in Note 1 to the financial statements, the Company is a division of Seneca. Certain expenses included in the financial statements represent allocations of amounts applicable to the Company. As a result, the accompanying financial statements may not necessarily be indicative of conditions that would have existed or the results of operations that would have occurred had the Company been operated as an unaffiliated entity. DELOITTE & TOUCHE LLP Rochester, New York December 23, 1998 SENECA FOODS JUICE DIVISION (A Division of Seneca Foods Corporation) STATEMENT OF NET ASSETS TO BE SOLD MARCH 31, 1998 ASSETS CURRENT ASSETS: Inventories: Finished products $ 7,830,000 In process 14,199,143 Raw materials 2,516,336 ------------ Total current assets 24,545,479 ------------ PROPERTY, PLANT AND EQUIPMENT: Land 667,378 Buildings 5,243,288 Machinery and equipment 24,694,267 ------------ 30,604,933 Less accumulated depreciation and amortization 19,450,201 ------------ Net property, plant and equipment 11,154,732 ------------ Total assets 35,700,211 ------------ LIABILITIES CURRENT LIABILITIES: Accounts payable 10,068,676 Accrued liabilities 1,069,497 Current portion of long-term debt 23,000 ------------ Total current liabilities 11,161,173 ------------ LONG-TERM DEBT 294,000 ------------ Total liabilities 11,455,173 ------------ NET ASSETS TO BE SOLD $24,245,038 ============ See notes to financial statements. SENECA FOODS JUICE DIVISION (A Division of Seneca Foods Corporation) STATEMENT OF REVENUE AND DIRECT OPERATING EXPENSES YEAR ENDED MARCH 31, 1998 REVENUE $106,334,000 ------------ DIRECT OPERATING EXPENSES: Cost of product sold 94,361,000 Selling, general and administrative expense 10,849,000 ------------ 105,210,000 ------------ REVENUE OVER DIRECT OPERATING EXPENSES $ 1,124,000 ============ See notes to financial statements. SENECA FOODS JUICE DIVISION (A Division of Seneca Foods Corporation) NOTES TO FINANCIAL STATEMENTS YEAR ENDED MARCH 31, 1998 1. ORGANIZATION, OPERATIONS AND BASIS OF PRESENTATION The Seneca Foods Juice Division (the "Company"), a division of Seneca Foods Corporation ("Seneca"), produces fruit and juice products from five manufacturing facilities located in Mountain Home, North Carolina, Dundee, New York, Jackson, Wisconsin, Eau Claire, Michigan and Prosser, Washington. In addition to its branded products, the Company has a private label, co-pack, and industrial business. The fruit business and the industrial juice business of the Company is not being sold as a part of this transaction. The Company does not maintain stand-alone corporate treasury, legal, tax and other similar corporate support functions. In addition, Seneca's systems and procedures do not provide sufficient information to develop a reasonable cost allocation for corporate general and administrative expense, income taxes, corporate debt and interest expense. Accordingly, distinct and separate accounts necessary to present the Company's individual balance sheet and income statement as of and for the year ended March 31, 1998 have not been maintained. With respect to cash flows, purchases of inventory, payroll, capital and other expenditures are funded through the Company's intercompany account with Seneca. Remittances from sales to customers are collected by the Company and are accounted for through the intercompany account. Accordingly, the Company has no cash flows on a stand alone basis. Financial Statement Presentation - Based upon the above, the following financial information is presented: o Statement of Net Assets to be Sold. This statement includes only the net assets of the Company being sold to Northland Cranberries, Inc. o Statement of Revenue and Direct Operating Expenses of the Company related to the net assets to be sold to Northland Cranberries, Inc. Direct operating expenses include all costs necessary for the production, marketing and distribution of the products. These include selling costs and direct overhead other than costs of general corporate activities. A Statement of Cash Flows is not presented for the Company as all cash flow activity is handled by Seneca. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fiscal year - The Company's fiscal year ends on March 31, 1998. Inventories - Inventories are stated at the lower of cost (first-in, first-out) or market. Property, plant and equipment is recorded at cost. Depreciation is provided using the straight line method over the estimated useful lives of the assets. The carrying amount of long-lived assets is evaluated annually to determine if adjustment to the depreciation period or to the unamortized balance is warranted. Ranges of estimated useful lives for computing depreciation are as follows: Buildings 15-40 years Machinery and equipment 4-12 years Purchases of property, plant and equipment and depreciation expense for the year ended March 31, 1998 were $4,238,635 and $1,228,311, respectively. The Company regularly assesses all of its long-lived assets for impairment and recognizes a loss when the carrying value of an asset exceeds its fair value. The Company determined that no impairment loss need be recognized for applicable assets in 1998. Revenue Recognition - Sales are recorded at the date of shipment. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. LONG-TERM DEBT Long-term debt at March 31, 1998 represents a non-interest bearing, seller-financed mortgage with a ten year term (due January 1, 2007). The Company imputed an interest rate of 10 percent which approximates Seneca's borrowing rate. The mortgage is secured by land. The aggregate maturities of long-term debt, under the original terms of the Company's agreement, for the year ending March 31 are as follows: 1999 $ 23,000 2000 26,239 2001 28,223 2002 31,046 2003 34,150 Thereafter 174,342 --------- Total 317,000 Less current portion 23,000 --------- Long-term debt $294,000 ========= 4. LEASE COMMITMENTS The Company has short-term noncancelable leases for the use of certain buildings, equipment and land. The leases are for varying periods not longer than one year and are renewable, monthly, quarterly and annually. The rental expense under such agreements totaled approximately $417,735 for the year ended March 31, 1998. 5. EMPLOYEE BENEFIT PLANS Employees of the Company participate in Seneca's benefit plan which is a defined contribution plan. Expenses for the benefit plan has been allocated to the Company by Seneca as disclosed in Note 6. Upon the sale of the Company to Northland Cranberries, Inc. in December 1998 (see Note 7), certain employees of the Company were terminated from the benefit plan. Additionally, certain employees of the Company became eligible to participate in the Northland Cranberries, Inc. benefit plans. 6. CORPORATE ALLOCATIONS AND RELATED PARTY INFORMATION The Company does not maintain stand-alone corporate treasury, legal, tax and other similar corporate support functions. The Company records certain expenses allocated from Seneca related primarily to employee benefits, interest expense, and property insurance. For purposes of preparing the financial information for the Company, these expenses were allocated based upon a variety of factors which include the number of employees of the Company and the identification of costs specifically attributable to the Company. Management believes that these allocations are based on assumptions that are reasonable under the circumstances; however, the statements of net assets to be acquired and revenue and direct operating expenses of the Company may not be indicative of the conditions that would have existed or results of operations that would have occurred had the Company been operated as an unaffiliated entity. The following represents a summary of the costs allocated to the Company by Seneca which were included in the statement of revenue and direct operating expenses for the year ended March 31, 1998: Employee benefits $748,045 Property insurance $121,943 All of the assets of the Company served as collateral for portions of the Seneca's debt at March 31, 1998. 7. SALE OF SENECA FOODS JUICE DIVISION On December 2, 1998, Seneca entered into an Asset Purchase Agreement to sell a significant portion of its Juice Division to Northland Cranberries, Inc. The purchase includes manufacturing facilities, machinery and equipment, inventories, prepaid expenses and the assumption of operating liabilities and agreements in effect related to the acquired assets, such as leases, supply agreements and labor agreements. SENECA FOODS JUICE DIVISION (A Division of Seneca Foods Corporation) STATEMENT OF NET ASSETS TO BE SOLD SEPTEMBER 26, 1998 (In thousands) ASSETS CURRENT ASSETS: Inventories Finished products $ 7,001 In process 12,424 Raw materials 3,650 ----------------- Total current assets 23,075 ----------------- PROPERTY, PLANT AND EQUIPMENT: Land 667 Buildings 5,243 Machinery and equipment 24,691 ----------------- 30,551 Less accumulated depreciation and amortization 20,118 ----------------- Net property, plant and equipment 10,433 Total assets $ 33,508 ----------------- LIABILITIES CURRENT LIABILITIES: Accounts payable $ 7,420 Accrued liabilities 1,185 Current portion of long-term debt 23 ----------------- Total current liabilities 8,628 LONG-TERM DEBT 294 ----------------- Total liabilities 8,922 ----------------- NET ASSETS TO BE SOLD $ 24,586 ================= See note to unaudited financial statements. SENECA FOODS JUICE DIVISION (A Division of Seneca Foods Corporation) STATEMENT OF REVENUE AND DIRECT OPERATING EXPENSES FOR THE SIX MONTH PERIODS ENDED SEPTEMBER 26, 1998 AND SEPTEMBER 27, 1997 (In thousands) - -------------------------------------------------------------------------------- Sept. 26, 1998 Sept. 27, 1997 -------------- -------------- REVENUE $ 53,720 $ 50,032 DIRECT OPERATING EXPENSES Cost of product sold 49,612 42,325 Selling, general and administrative expense 3,934 4,539 ------------ ------------ 53,546 46,864 ------------ ------------ REVENUE OVER DIRECT OPERATING EXPENSES $ 174 $ 3,168 ============ ============ See note to unaudited financial statements. SENECA FOODS JUICE DIVISION (A Division of Seneca Foods Corporation) NOTE TO UNAUDITED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The financial statements included herein have been prepared by the registrant without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the registrant, the foregoing statement of net assets to be sold of the Seneca Foods Juice Division, a division of Seneca Foods Corporation, as of September 26, 1998 and the related statements of revenue and direct operating expenses for the six month periods ended September 26, 1998 and September 27, 1997 present fairly the net assets to be sold of the Seneca Foods Juice Division as of September 26, 1998 and the results of it revenues and direct operating expenses for the six month periods ended September 26, 1998 and September 27, 1997. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the registrant believes that the disclosures are adequate to make the information presented not misleading. UNAUDITED CONSOLIDATED PRO FORMA CONDENSED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- The following unaudited consolidated pro forma condensed balance sheet combines the consolidated condensed balance sheet of the registrant as of November 30, 1998 and the statement of net assets to be sold of the Seneca Foods Juice Division as of September 26, 1998. The following unaudited consolidated pro forma condensed statements of operations combine the consolidated condensed statements of operations of the registrant for the year ended August 31, 1998 and for the three months ended November 30, 1998, with the statements of revenue and direct operating expenses of the Seneca Foods Juice Division for the twelve month period ended June 30, 1998 and the three month period ended September 26, 1998, as if the transaction had occurred beginning September 1, 1997. The pro forma information is based on the historical financial statements of the registrant and Seneca, giving effect to the transaction under the purchase method of accounting, and assumptions and adjustments in the accompanying notes of the pro forma consolidated condensed financial statements. The unaudited pro forma consolidated condensed balance sheet and the pro forma consolidated condensed statements of operations have been prepared by management of the registrant based upon the financial statements of the registrant and Seneca for the periods indicated, including an estimated preliminary allocation of the purchase price. The registrant is in the process of determining the fair value of the assets acquired at the date of acquisition. The allocations of the purchase price assigned to the assets acquired and liabilities is based upon preliminary estimates an will be revised (possibly materially) when the final fair value allocations are determined, as will the related income tax effects of the pro forma adjustments. The pro forma net income per common share, the pro forma consolidated condensed operations statements and the pro forma consolidated condensed balance sheet are presented for informational purposes only and are not necessarily indicative either of what the registrant's actual results would have been after giving effect to the assumptions referred to above or of the registrant's future consolidated financial position or results of operations.
NORTHLAND CRANBERRIES, INC. AND SENECA FOODS JUICE DIVISION UNAUDITED CONSOLIDATED PRO FORMA CONDENSED BALANCE SHEET NOVEMBER 30, 1998 (In thousands) - -------------------------------------------------------------------------------- ASSETS HISTORICAL --------------------------- Northland Seneca Pro Forma Nov. 30, 1998 Sept. 30, 1998 Adjustments Pro Forma ----------------------------------------------------------- CURRENT ASSETS: Cash & Cash Equivelents $ 811 $ 811 Accounts & Notes Receivable 20,881 20,881 Inventories 70,782 $ 23,075 $ (23,075)(c) 89,707 18,925 (c) Other 3,094 3,094 Deferred income taxes 2,490 - - 2,490 --------- --------- --------- --------- Total current assets 98,058 23,075 (4,150) 116,983 Property and equipment, net 152,487 10,433 (10,433)(b) 165,051 12,564 (b) Investments and other assets 2,448 9,019 (d) 11,467 Goodwill 25,128 - 25,128 --------- --------- --------- --------- Total assets $ 278,121 $ 33,508 $ 7,000 $ 318,629 --------- --------- --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 14,787 $ 7,420 $ 22,207 Accrued liabilities 16,384 1,185 17,569 Current portion of long-term debt 3,892 23 3,915 --------- --------- --------- Total current liabilities 35,063 8,628 43,691 Long-term obligations 78,642 294 $ 31,586 (e) 110,522 Deferred income taxes 10,958 - - 10,958 --------- --------- --------- --------- Total current liabilities 124,663 8,922 31,586 165,171 Seneca divisional investment 24,586 (24,586)(e) - Shareholders' equity 153,458 - - 153,458 --------- --------- --------- --------- Total liabilities and shareholders; equity $ 278,121 $ 33,508 $ 7,000 $ 318,629 ========= ========= ========= ========= See notes to unaudited pro forma financial statements.
NORTHLAND CRANBERRIES, INC. AND SENECA FOODS JUICE DIVISION UNAUDITED CONSOLIDATED PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE FISCAL YEAR ENDED AUGUST 31, 1998 (In thousands, except per share data) - -------------------------------------------------------------------------------- HISTORICAL --------------------------- Northland Seneca for the for the Fiscal year 12 months Ended ended Aug. 31, June 30, Pro Forma 1998 1998 Adjustments Pro Forma ------------------------------------------------- Revenues $ 112,828 $ 106,028 $ 218,856 Cost of sales 62,475 97,056 $ (1,748)(f) 158,568 - - 785 (g) - --------- --------- --------- -------- Gross profits 50,353 8,972 963 60,287 Costs and expenses Selling, general and administrative expense 38,752 10,524 227 (h) 49,503 Interest expense 6,827 - 2,270 (i) 9,097 --------- --------- --------- -------- Total costs and expenses 45,579 10,524 2,497 58,600 --------- --------- --------- -------- Income before income taxes 4,774 (1,552) (1,534) 1,686 Income taxes 1,920 - (1,210)(j) 710 --------- --------- ---------- -------- Net income $ 2,854 $ (1,552) $ (324) $ 978 --------- ---------- ---------- --------- Net income per share - Basic $ 0.19 $ 0.07 ---------- ---------- Net income per share - Diluted $ 0.19 $ 0.06 ========== ========== See notes to unaudited pro forma financial statements. NORTHLAND CRANBERRIES, INC. AND SENECA FOODS JUICE DIVISION UNAUDITED CONSOLIDATED PRO FORMA CONDENSED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 1998 (In thousands, except per share data) - -------------------------------------------------------------------------------- HISTORICAL --------------------------- Northland Seneca for the for the 3 months 3 months ended ended Nov. 30, Sept. 26, Pro Forma 1998 1998 Adjustments Pro Forma ------------------------------------------------ Revenues $ 34,236 $ 27,918 $ 62,154 Cost of sales 20,357 25,495 $ (386)(f) 45,662 - - 196 (g) - --------- --------- --------- -------- Gross profits 13,879 2,423 190 16,492 Costs and expenses Selling, general and administrative expense 12,364 1,943 57 (h) 14,364 Interest expense 1,303 - 568 (i) 1,871 --------- --------- --------- -------- Total costs and expenses 13,667 1,943 624 16,234 --------- --------- --------- --------- Income before income taxes 212 480 (435) 257 Income taxes 92 - 18(j) 110 --------- --------- ---------- -------- Net income $ 120 $ 480 $ (452) $ 148 --------- --------- ---------- --------- Net income per share - Basic $ 0.01 $ 0.01 ---------- ---------- Net income per share - Diluted $ 0.01 $ 0.01 ========== ========== See notes to unaudited pro forma financial statements. NOTES TO UNAUDITED CONSOLIDATED PRO FORMA CONDENSED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- (a) Reflects those adjustments necessary to record the acquisition of certain assets and the assumption of certain liabilities of the Seneca Food Juice Division. (b) Reflects the removal of Seneca property and equipment and records the estimated value of property and equipment as determined by Northland. (c) Reflects the removal of Seneca inventory and records the estimated value of inventory as determined by Northland. (d) Reflects the estimated portion of the purchase price of the Seneca Foods Juice Division allocated to trademarks. (e) Reflects the removal of Seneca Divisional Investment and records estimated long-term obligations to fund the acquisition. (f) Reflects the reversal of depreciation expense recorded by Seneca. (g) Reflects the estimated depreciation expense of Seneca assets based upon the change in valuation of property, plant and equipment. Such property, plant and equipment is being depreciated over a 16-year period. (h) Reflects the estimated amortization of trademarks from the Seneca Foods Juice Division acquisition. Trademarks are being amortized over a 40-year period. (i) Reflects the addition of interest expense on debt used to finance the acquisition. The interest rate used was the current rate of interest under the Company's revolving line of credit of 7.1875. (j) Reflects the income taxes on the pro forma adjustments and Seneca pre-tax earnings. (c) Exhibits. The exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the report to be signed on its behalf by the undersigned hereunto duly authorized. NORTHLAND CRANBERRIES, INC. Date: March 15, 1999 By: /s/John A. Pazurek --------------------------- John A. Pazurek Vice President - Finance, Treasurer, and Chief Financial Officer NORTHLAND CRANBERRIES, INC. EXHIBIT INDEX TO FORM 8-K Report Dated December 30, 1998 Exhibit No. Description (2) Asset Purchase Agreement, dated as of December 2, 1998, by and among Northland Cranberries, Inc. and Seneca Foods Corporation.* [Previously filed with this Current Report on Form 8-K] (23) Consent of Deloitte & Touche LLP - -------------------------- *The schedules and exhibits to this document are not being filed herewith. The registrant agrees to furnish supplementally a copy of any such schedule or exhibit to the Securities and Exchange Commission upon request. EX-23 2 INDEPENDENT AUDITORS' CONSENT Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements Nos. 33-32525, 33-62723 and 333-01557 on Form S-8 and Registration Statement No. 333-08563 on Form S-4 of our report dated December 23, 1998, relating to Seneca Foods Juice Division (a division of Seneca Foods Corporation) for the year ended March 31, 1998, appearing in the Current Report on Form 8-K of Northland Cranberries, Inc. DELOITTE & TOUCHE LLP Milwaukee, Wisconsin March 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----