-----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, R1wevHaorehxOUv8QLxoCyUWG598bd9VTfZmnLLsun6mcxChxUDT9RDcTwYTspdW 41rda0wuxER5rwPnB7nbVw== 0001104659-09-006042.txt : 20090203 0001104659-09-006042.hdr.sgml : 20090203 20090203163636 ACCESSION NUMBER: 0001104659-09-006042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090128 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090203 DATE AS OF CHANGE: 20090203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALTER INDUSTRIES INC /NEW/ CENTRAL INDEX KEY: 0000837173 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 133429953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13711 FILM NUMBER: 09565377 BUSINESS ADDRESS: STREET 1: 4211 W. BOY SCOUT BLVD. CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8138714811 MAIL ADDRESS: STREET 1: 4211 W. BOY SCOUT BLVD. STREET 2: 4211 W. BOY SCOUT BLVD. CITY: TAMPA STATE: FL ZIP: 33607 FORMER COMPANY: FORMER CONFORMED NAME: HILLSBOROUGH HOLDINGS CORP DATE OF NAME CHANGE: 19910814 8-K 1 a09-4491_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

January 28, 2009

 


 

WALTER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 


 

Commission File Number: 001-13711

 

Delaware

 

13-3429953

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

4211 W. Boy Scout Boulevard Tampa, Florida

 

33607

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(813) 871-4811

 

(Former name or former address, if changed since last report)

N/A

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

x   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4(c))

 

 

 



 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

 

 

Item 8.01

Other Events

 

On February 2, 2009, Walter Industries, Inc. (the “Company”) issued a press release filed as Exhibit 99.1 announcing the election of Joseph B. Leonard to the Company’s Board of Directors.  Mr. Leonard was elected February 1, 2009, and has not been appointed to serve on any Committees of the Board. Mr. Leonard will receive the standard director compensation package paid to independent directors of the Company consisting of a retainer fee of $13,750 per quarter, meeting fees of $1,500 for every Board or committee meeting attended and reimbursement for travel and lodging expenses. Mr. Leonard will also receive a grant of 7,770 non-qualified stock options to purchase shares of the Company’s stock at an exercise price equal to the average of the high and low as traded on the New York Stock Exchange on February 2, 2009, and is eligible to receive annual awards of non-qualified stock options under the terms of the Company’s 2002 stock plan. Mr. Leonard has no other material arrangements or related party transactions with the Company.

 

On February 2, 2009, the Company also announced Mark J. O’Brien’s decision not to seek re-election to the Board of Directors at the Company’s 2009 annual meeting of stockholders. Mr. O’Brien’s decision not to stand for re-election is not the result of any disagreement with the Company. Mr. O’Brien notified the Company on January 28, 2009, that he would not seek re-election, citing his desire to focus his energy, efforts and attention on the financing business and the proposed spin-off of that business from the Company. Mr. O’Brien has been a director of the Company since June 2005 and serves on the Environmental, Health and Safety Committee and Executive Committee of the Board.

 

Additional Information and Where to Find It

 

In connection with the proposed spin-off of the Financing business, JWH Holding Company, LLC, a wholly-owned subsidiary of Walter Industries, Inc. and the proposed merger with Hanover Capital Mortgage Holdings, Inc. and certain related transactions, Hanover Capital Mortgage Holdings, Inc. filed a registration statement on Form S-4 containing a preliminary proxy statement/prospectus with the SEC (Registration No. 333-155091), and Hanover Capital Mortgage Holdings, Inc. will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to stockholders of Hanover Capital Mortgage Holdings, Inc. and Walter Industries, Inc.  Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Hanover Capital Mortgage Holdings, Inc. and Walter Industries, Inc., without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, at Hanover Capital Mortgage Holdings, Inc.’s Web site (http://www.hanovercapitalholdings.com).

 

2



 

Walter Industries and Hanover and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger and related transactions. Information regarding Walter Industries’ directors and executive officers is available in Walter Industries’ proxy statement for its 2008 annual meeting of stockholders and Walter Industries’ 2007 Annual Report on Form 10-K, which were filed with the SEC on March 19, 2008, and March 7, 2008, respectively, and information regarding Hanover’s directors and executive officers is available in Hanover’s proxy statement for its 2008 annual meeting of stockholders and Hanover’s 2007 Annual Report on Form 10-K, which were filed with the SEC on April 24, 2008, and April 2, 2008, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in Hanover’s proxy statement/prospectus and other materials referred to in Hanover’s proxy statement/prospectus.

 

Item 9.01                                           Financial Statements and Exhibits

 

(d)                                                                                 Exhibits

 

99.1                                                                         Press Release dated February 2, 2009, Walter Industries, Inc. Announces Appointment of Joseph B. Leonard to Its Board of Directors –Mark J. O’Brien, Chairman and CEO of JWH Holding Company, LLC, Decides Not to Stand for Re-Election to Walter Industries” Board-

 

3



 

SIGNATURES

 

Pursuant to the requirements 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.

 

 

 

WALTER INDUSTRIES, INC.

 

 

 

 

 

By:

/s/ Catherine C. Bona

 

Title:

Catherine C. Bona

 

 

Vice President, Asst. General Counsel and Secretary

 

Date:  February 3, 2009

 

4


EX-99.1 2 a09-4491_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

 

 

 

 

 

 

PRESS RELEASE

 

FOR IMMEDIATE RELEASE

Investor Contact: Mark Tubb

Feb. 2, 2009

Vice President - Investor Relations

 

813.871.4027

 

mtubb@walterind.com

 

Media Contact: Michael A. Monahan

 

Director - Corporate Communications

 

813.871.4132

 

mmonahan@walterind.com

 

WALTER INDUSTRIES, INC. ANNOUNCES APPOINTMENT OF JOSEPH B. LEONARD

TO ITS BOARD OF DIRECTORS

 

- Mark J. O’Brien, Chairman and CEO of JWH Holding Company, LLC,
Decides Not to Stand for Re-Election to Walter Industries’ Board -

 

(TAMPA, Fla.) - Walter Industries, Inc. (NYSE: WLT), a leading producer and exporter of U.S. metallurgical coal for the global steel industry, announced today that Joseph B. Leonard has been appointed to the board of directors of the Company. Leonard previously served on the Walter Industries Board of Directors from 2005 to 2007.

 

“Joe was an outstanding member of our Board during his previous term and we welcome him back with open arms,” said Walter Industries Chairman Michael T. Tokarz.

 

Leonard also serves on the boards of Mueller Water Products, Inc. and Air Canada, of which he has been a member since 2006 and 2008, respectively. He was chairman of AirTran Holdings, Inc. from 2007 to 2008 and chairman and chief executive officer of that Company from 1999 to 2007, as well as its President from 1999 through 2001. He had previously served in various executive capacities for AlliedSignal in its aerospace division and, prior to that, in various executive positions in the airline industry.

 

The Company also announced that Board Member Mark J. O’Brien, chairman and chief executive officer of JWH Holding Company, the Company’s soon-to-be separated Financing business, would not stand for re-election to the Board. He will serve until the Company’s next annual meeting.

 

“While we are sorry to see Mark leave our board, we understand his desire to focus his energy, efforts and attention on the forthcoming separation and future leadership of the Financing business following our planned spin-off of that company,” said Tokarz. “We wish him well in that endeavor.”

 

O’Brien has been a director of the Company since 2005. In March 2006, he was named Chairman and Chief Executive Officer of JWH Holding Company, LLC. O’Brien has served as president and chief executive officer of Brier Patch Capital and Management, Inc., a real estate investment firm, since 2004. He also served in various capacities at Pulte Homes, Inc. for 21 years, culminating in his appointment as president and chief executive officer.

 

4211 W. Boy Scout Blvd.  |  Tampa, Florida 33607  |  Tel: 813.871.4811  |  Web site: www.walterind.com

 



 

He retired from that position in 2003. O’Brien also is a director of Mueller Water Products, Inc.

 

Additional Information and Where to Find It

 

In connection the proposed spin-off of the Financing business, JWH Holding Company, LLC, a wholly-owned subsidiary of Walter Industries, Inc. and the proposed merger with Hanover Capital Mortgage Holdings, Inc. and certain related transactions, Hanover Capital Mortgage Holdings, Inc. filed a registration statement on Form S-4 containing a preliminary proxy statement/prospectus with the SEC (Registration No. 333-155091), and Hanover Capital Mortgage Holdings, Inc. will be filing other documents regarding the proposed transaction with the SEC as well. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The final proxy statement/prospectus will be mailed to stockholders of Hanover Capital Mortgage Holdings, Inc. and Walter Industries, Inc.  Stockholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Hanover Capital Mortgage Holdings, Inc. and Walter Industries, Inc., without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus can also be obtained, without charge, at Hanover Capital Mortgage Holdings, Inc.’s Web site (http://www.hanovercapitalholdings.com).

 

Walter Industries and Hanover and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed merger and related transactions. Information regarding Walter Industries’ directors and executive officers is available in Walter Industries’ proxy statement for its 2008 annual meeting of stockholders and Walter Industries’ 2007 Annual Report on Form 10-K, which were filed with the SEC on March 19, 2008, and March 7, 2008, respectively, and information regarding Hanover’s directors and executive officers is available in Hanover’s proxy statement for its 2008 annual meeting of stockholders and Hanover’s 2007 Annual Report on Form 10-K, which were filed with the SEC on April 24, 2008, and April 2, 2008, respectively. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in Hanover’s proxy statement/prospectus and other materials referred to in Hanover’s proxy statement/prospectus.

 

About Walter Industries, Inc.

 

Walter Industries, Inc., based in Tampa, Fla., is a leading producer and exporter of metallurgical coal for the global steel industry and also produces steam coal, coal bed methane gas, furnace and foundry coke and other related products. Walter Industries has annual revenues of approximately $1.4 billion and employs approximately 2,400 people. For more information about Walter Industries, please visit Walter Industries’ Web site at www.walterind.com.

 

Safe Harbor Statement

 

Except for historical information contained herein, the statements in this release are forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including expressions such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “will,” and similar expressions involve known and unknown risks, uncertainties, and other factors that may cause Walter Industries’ or Hanover’s actual results in future periods to differ materially from the expectations expressed or implied by such forward-looking statements. These factors include, among others, the following: the market demand for Walter Industries’ and Hanover’s products as well as changes in costs and the availability of raw material, labor,

 

2



 

equipment and transportation; changes in weather and geologic conditions; changes in extraction costs, pricing and assumptions and projections concerning reserves in Walter Industries’ mining operations; changes in customer orders; pricing actions by Walter Industries’ and Hanover’s competitors, customers, suppliers and contractors; changes in governmental policies and laws; further changes in the mortgage-backed capital markets; changes in general economic conditions; and the successful implementation and anticipated timing of any strategic actions and objectives that may be pursued, including the announced separation of the Financing business from Walter Industries and strategic alternatives that may be pursued related to Walter Industries’ Homebuilding business. In particular, the separation of Walter Industries’ Financing business is subject to a number of closing conditions which may be outside of Walter Industries’ control. Forward-looking statements made by Walter Industries’ in this release, or elsewhere, speak only as of the date on which the statements were made. Any forward-looking statements should be considered in context with the various disclosures made by Walter Industries and Hanover about our respective businesses, including the Risk Factors described in Walter Industries’ 2007 Annual Report on Form 10-K, the Risk Factors described in Hanover’s 2007 Annual Report on Form 10-K, and each of Walter Industries’ and Hanover’s other filings with the Securities and Exchange Commission. Neither Walter Industries nor Hanover undertakes any obligation to update its forward-looking statements as of any future date.

 

- WLT -

 

3


GRAPHIC 3 g44911mmi001.jpg GRAPHIC begin 644 g44911mmi001.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#V6L_6=_%60MBQTQ0O]Z>3D_@/\:6Q^*K[PNH::-O=H'Y'X M'K^=<+9:=>ZBSK96DMP8P"PC4MMSTS4=U:7-C,8;N"2"0#.V12IQ^-8\\MSS M_K%7>Y[OI.JVVLZ?'?6;,89,XW+M((.",?6KM<[921>%O`T$\B$K;6ZNZ]"6 M;!/ZFN@BE2:))8V#(X#*PZ$'H:Z5>USU8MM*^Y4UC41I.DW.H-$THMTWE%." M:S_#GB"T\6Z5-,MMY:JYBDA@Q:Y9V1"Y>.ZC4NHY\MF"M^'(/X5=\6W7V/PIJ4P.#]G9` M?=AM'ZFF>#;\ZEX4L)G?>ZQ^6Y[[E^7G\L_C4(?"D&M%;F"9['48QB.[A M)#8]#@C(KH**R3:U1;2>YX]JGA+QN(VAGDN+^`G^&[+JWI\K'^E)I'A#QG\L M,$EQIL!;+$W)0#WVJ>OX5Z^>M*.@K;ZQ*UK(CV:N8>@>%X-&)N9YY+Z_<;7N 4IV+-C^ZN2<"MVEHK%MMW9:5C_]D_ ` end GRAPHIC 4 g44911mmi002.jpg GRAPHIC begin 644 g44911mmi002.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBI MJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W M^/GZ_]H`"`$!```_`/9:PM;\7:;X?U?3-,ODG\W5)/+@=%!0'('S$D8^\*B? MQQI">,U\)MY_]H,,@[!Y?W-^,YSG'M1:^-M*O-5U?384N#+HZ,]RQ0;<+U"G M/)Z]ATJUX8\36'BS2?[3TY9E@\QH\3*%;(QG@$^M@4Y(SQ@FN@HKS?XV69'AFR MUB'*W.FWJ.C@D%0W_P!D$_*O-I-7GG\=R>-]S+:1ZU%$),D`I\W&>GW$Z9[^ ME=C\-/,U'PYXS\13+B347ER/0A&EZ.GB'2HWN%78[W2$*P8,#P?:N+'@W1Q\ M.6\-_P#"5Z(;PWWVO[1]I7;G&W'7/W<_G74>'(M`T'P'_P`(\/$6D-.T,JR3 M+=(%9WSSUSQD#\*Y/0]'UWPYI_V#2OB1X?M[?>7V;XV^8]3D@GM6IXXTFU\8 MZ%H]I)XPT07EDI-Q,]RFV5RJ@D`'CD$UWR^)_#P4#^WM-X'_`#]Q_P"-:4,T M5Q"DT$B2Q2*&1T8,K`]"".HKG/B/_P`D]UK_`*]C_,5X)+8Z4_PQ35TTU(]0 M&I?8FG$SGCZ/I.JV%OJ7AB/&H%4MWM]0>2WE4R`>:K!BQ^4XP3[U9M-+ M\*WGQ%7PN?#_`):1W\UNSK=2GS$`."K;26XD:2 M-U9P'MBJTUCXUFETHGPC=K!I&?LUN+*?8, MMN.3G<>>>M6(E\;P>,&\4Q^"I1?,6?9]@G\L.PP7VYSGD]\Z?X!:&6T:1XLV5RV&=0K,!@#.!D\9YK.O='\;7>F1Z7'X7O[2P24S? M9X+*4*TAXW,6RS''`R3@=*^@_!UO-:>#-&M[B)X9HK*))(W4JRL%&00>AIGC M34KO2/!VIZA8R>5-]H;:?H>*X'X9?$?5M;U&\TG7[CS;IX/.M'\I$Z` MDC``SD$,/H:S;#QKXZU/X=7NOVNIA[G3[W;-BUB.82BY.-O8G/T)]*V=8^*= MQ+X"TNZT7:VN:G((!'&HB^&M?O-WB"E65')++ MM`_NXZ]ZY'PGJ'Q1\8:.=3L/$FGPPB5HML]N@;(`/:,\5:CIT^A>&/"/CG3H5+6 M\*PW8'&\'(!/U!*Y]UKI?@7!%=>#-5MYT$D4MVR.AZ,IC4$?E6%\/?"UA%\7 M-3LBTCP:*TLELK'^(.%!/T!S]0*[3Q[X9\&^);WRM3U:VTS5XHP1*9E1BG.- MRL?F'Z^]<=X/U74CH7C30)M5_M2PL-+F^SSABRC"L!M)_A([=..*K?#K0]'U M'PRT]_XSOM'E^T.OV:#44@4C`^;:>Y]?:O<+&\L[N$?8[R&Z6,`%HY`_8$9( M]00?QI-3TVUUC3I]/OHS+;7"[)$#%=P^HY%4I?"VC3>&AXM+X>\,:1X6M);71[8V\,LGF.ID9\M@#.6)[`4W3_``KHVEZY>:U9 MVICOKW/GR^:QWY()X)P.0.@JEXB^'WAOQ3>"\U2R=[D*$\U)F0[1T&`L5M>H8[CYV+RJ0006)ST)Z'C/%8__``I_P-_T!V_\"IO_ >`(JN@T'PQI'AI)DTFU,`GV^9F1GSM&U?O$]!7__9 ` end GRAPHIC 5 g44911mmi003.jpg GRAPHIC begin 644 g44911mmi003.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#:G\6:AI/Q M"U+2=2G5K"*U>:`>6`01'YG7&3P&%8VE_$C6G\%:U>2W$9O[>6!8&\I1@.3G MC&#PIZU=^+OAF_O=3L=4TJRN+F1X7@G$$9<@#IG'J&85SNK^!]937;&RMM.N MFL[N"T$[I&=B,$5&W$<`@AC^-`SO--^)%AIN@:?_`,)!>23:I<0":2."#+!6 M)*Y`X'RXJKXQ\<*WA&'7/#=ZK;[H0N7B!*G:Q*E6'!X%9?BBWUZ/QT\,5EJR M:9Y2I;'28PC$;`-IDQP,Y!R>!6$GAW7!\-+JQ.CWPN?[8641>0VXIY)&[&.1 MGO0!MWGQ+FL=>TZUDEA^Q>1"U_(8&+J[+N;;CV(Z#O78ZE\1O#.B2QV\UX[R M,@APN6FB7%\EK8P*\4<9)#IG*M@$KU[B MJ6IZ)K.F^*-0U&YTW6VM]31I(VTM\,"_/EO\IX&<'([=#0!Z;>^//#UAI5KJ MDM]FUNV9872)FR1U!&,C'O5S0/$VF>)H[F73)&ECMI?*9V0J"<9R,]17DWB# MPIJL7@+2K:TT:_$ANY9FMBWGO$"H`R548Z=,=Z]DTVPM=/LXXK6UBMEVKE8T M"]!CG%`CAV\6ZPOQ@/AW[0O]F_\`//RUS_J-_P![&?O5??XL^$456%],^YMN M%MWRONZ=>*YVQ\+ZH/AEJL M,FB7(OWOXVB4V[>:4&W)'&<=?UH&>G:O\0/#FBP6LMS?;Q>1B6$0H7)0]&XZ M"N;\+?$.2\U+Q%=:E>B32;`[X&2$9$9D(4\#)XQUKFIM#UO1+[PSKYT2XOXH M+.*.6V6,ET=0P*E<$CKD''6IM)\/:Y?VWC(/HLUE)J$>^"%T*J3YA?8IZ'CB M@#T2Y\?^'K32K+5)KJ06M]O$#"%R6VG!XQQSZU%JGQ'\.:1?RV4]S+)-`<3> M3"SB+_>(X]*\FO;'Q/J7A?1],_X1F^2+3))5$OE.6D+-N^[C(`]:U_%FD:A! MXFU.XM]#UBUEN-WDW&FNTD=P2>"X`^4'C(SU[4`=!XT^*:Z=]A'ARYM[DS*9 M)3)"Q&P\*1TYR&X]JZ"7XE^%[]+%[5A(?W9.=^W`Y&>O:M&?XH M>%;;4FL9+]MR,4>98F,:MZ9KG+K0+W_AT[Q#8+?:9&[ MO3+O2B=#U5%M[9(_MVEW'FS(0OW2`H!P>,_+D5>TW5_%7@OX>MJ-W8>;(]Z- MJ7*'?'"5/S/M((^8`<\\_2@1ZP1FO-_"?CZZ>3Q#<^(+L?8M,D14*0C*AG9? MX1D]%KT*UE::SAF-6(]"1FO%[7P_K2Z!XSB;2;P/=20F!3"V90)R3MXY MXYH`]`M_BAX5N=0@LHK]B\^T*YA8(I/0$D<&I];^(GASP_??8;V]+7"G#QPQ MES'Q_%Z?3K7GFN>&-0/A7PBEIHL_VF+>;H1VYWJ=R'Y\#Z]:M7MEK/A3QGK= M\?#3ZW!JHD\AEC,BKN;(#8!P.Q!QTH&>L:?J%IJMC%>V,ZSV\HRDB]#5FO/+ MC5?%/AGPUIBV'A:S^T3O(T]I96[F.`<%>%/!.3FO04)**6&"1R*!"X%&!110 M`8HHHH`,"C`HHH`,"EHHH`3`HHHH`,`T8%%%`!@48HHH`,"C%%%`!@48%%%` M!@53U+2-/UB**+4;5+F.&42HC]`PS@X[]3P:**`+F`*,"BB@`HP***`#%%%% $`'__V3\_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----