-----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, Whs2yWQPXU3eaSzSL5+IYKWVLUq+7izX+F/EPd9rRPHhMuUoNBtJwkLnM1gzMznk nxLoTok2BltsJyUhUT5SWQ== 0000950109-96-004019.txt : 19960625 0000950109-96-004019.hdr.sgml : 19960625 ACCESSION NUMBER: 0000950109-96-004019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960425 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960624 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATALINA MARKETING CORP/DE CENTRAL INDEX KEY: 0000883977 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 330499007 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11008 FILM NUMBER: 96584663 BUSINESS ADDRESS: STREET 1: 11300 9TH ST NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716 BUSINESS PHONE: 8135795000 MAIL ADDRESS: STREET 1: 11300 9TH STREET NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33716-2329 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange t of 1934 Date of Report (Date of earliest event reported) April 25, 1996 --------------------- CATALINA MARKETING CORPORATION ------------------------------ (Exact Name of Registrant as specified in its charter) Delaware 1-11008 33-0499007 - --------------------- ---------------- ------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 11300 NINTH STREET NORTH, ST. PETERSBURG, FLORIDA 33716-2329 ------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including code (813) 579-5000 ------------------------ Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 2. Acquisition and Disposition of Assets. ------------------------------------- On April 10, 1996, Catalina Marketing Corporation (the Company) purchased from its minority shareholders listed below, the remaining 46 percent of Catalina Marketing U.K., Inc. not owned by it for approximately $12 million from the Company's available cash and 20,836 newly issued shares of Company common stock. The consideration was negotiated with the parties involved. In addition to the above, and following the April 10, 1996 transaction, the Company chose to continue the Catalina Marketing U.K., Ltd. stock option plan by issuing approximately 8,800 shares of Company common stock for the plan participants' option profit. Minority Shareholders --------------------- Stuart Isbister Blair Jenkins David King Nigel Oddy Peter Oddy Steve Ross Neil Smallword Saratoga Springs Company, Ltd. David Van Buskirk Item 7. Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Business Acquired ----------------------------------------- The financial statements attached are of Catalina Marketing U.K., Ltd., the wholly owned subsidiary of Catalina Marketing U.K., Inc. Other than its ownership of Catalina Marketing U.K., Ltd., Catalina Marketing U.K., Inc. has no material business or assets. These financial statements are prepared in accordance with the Companies Act of 1985 of the United Kingdom. Pages Financials-1 through Financials-16 (b) Proforma Financial Information ------------------------------ The proforma financial information that follows assumes that the transaction occurred as of the beginning of the fiscal year ended March 31, 1996. Proforma financial information as of and for the fiscal year ended ------------------------------------------------------------------ March 31, 1996: in thousands (except share and per share data) --------------- Current assets decreased 19 percent to $52,843. Other assets increased $14,128 to $16,771. Total assets increased 1 percent to $115,867. Stockholders' equity increased 2 percent to $72,902 from issuance of 20,836 and approximately 8,800 shares of Company common stock. Net income decreased 3 percent to $21,427, and net income per common and common equivalent share decreased $.07 to $2.14. The unaudited proforma financial information has been prepared by Registrant based upon assumptions deemed proper by it. The unaudited proforma financial information should be read in conjunction with the historical financial statements and related notes of Registrant. (c) Exhibits -------- Consent of Independent Auditors Exhibit 23 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. Date: April 25, 1996 CATALINA MARKETING CORPORATION By: /s/ Philip B. Livingston ----------------------------- Philip B. Livingston Chief Financial Officer CATALINA MARJKETING UK LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 1995 CATALINA MARKETING UK LIMITED FINANCIAL STATEMENTS For the year ended 31 December 1995 - -------------------------------------------------------------------------------- Company registration number: 2567566 Registered office: 1 Westminster Way OXFORD OX2 0PZ Directors: Mr B A B Jenkins Mr N R Oddy Mr D King Mr S J Ross Mr D L Van Buskirk Mr M R O'Brien Mr D O'Donnell Mr S Isbister Secretary: Mr S J Ross Bankers: Barclays Bank PLC Barclays Business Centre City Office (Old Bank) P.O. Box 333 Oxford OX1 3HS Solicitors: Messrs B P Collins & Co Collins House 32 - 38 Station Road Gerrards Cross Bucks SL9 8EL Auditors: Grant Thornton Registered auditors Chartered accountants 1 Westminster Way Oxford OX2 0PZ CATALINA MARKETING UK LIMITED FINANCIAL STATEMENTS For the year ended 31 December 1995 - -------------------------------------------------------------------------------- INDEX PAGE Report of the directors 1-2 Report of the auditors 3 Accounting policies 4-5 Profit and loss account 6 Balance sheet 7 Notes to the financial statements 8-13 CATALINA MARKETING UK LIMITED REPORT OF THE DIRECTORS - -------------------------------------------------------------------------------- The directors present their report together with financial statements for the year ended 31 December 1995. PRINCIPAL ACTIVITIES The principal activity of the company is the provision of point of sale software marketing services to the retailing industry. BUSINESS REVIEW The company has had exclusive licence to market in the UK the point of sales marketing system developed by Catalina Marketing Corporation. The company has had a satisfactory years trading and the directors remain optimistic about the company's future prospects. There was a profit for the year after taxation amounting to (Pounds)399,015 (1994: profit (Pounds)100,565). The directors do not recommend payment of a dividend and the profit has therefore been transferred to reserves. DIRECTORS The present membership of the Board is set out below. All directors served throughout the year apart from D O'Donnell, who was appointed to the Board on 9 May 1995 and S Isbister who was appointed to the Board on 1 December 1995. The interests of the directors and their families in the shares of the company as at 31 December 1995 and 1 January 1995, or their date of appointment to the board if later, were as follows: Ordinary 1p shares 31 December 1 January 1995 1995 Mr B A B Jenkins - - Mr N R Oddry - - Mr D King - - Mr S J Ross - - Mr D L Van Buskirk - - Mr M R O'Brien - - Mr D O'Donnell - - Mr S Isbister - - 31 December 1 January 1995 1995 Mr B A B Jenkins 7,500 5,000 Mr S J Ross 3,000 3,000 Mr D O'Donnell 5,000 - Mr D Grove was appointed as a director on 3 April 1995 and resigned on 30 November 1995. Ms H Monat who was a director at 1 January 1995 resigned on 12 December 1995. FIXED ASSETS Movements in fixed assets are set out in note 5 to the financial statements. CATALINA MARKETING UK LIMITED REPORT OF THE DIRECTORS - -------------------------------------------------------------------------------- DIRECTORS' RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to: - - select suitable accounting policies and then apply them consistently - - make judgements and estimates that are reasonable and prudent - - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records, for safeguarding the assets of the company and for taking reasonable steps for the prevention and detection of fraud and other irregularities. AUDITORS Grant Thornton offer themselves for reappointment as auditors in accordance with section 385 of the Companies Act 1985. ON BEHALF OF THE BOARD B Jenkins Director 24 May 1996 [GRANT THORNTON LOGO APPEARS HERE] REPORT OF THE AUDITORS TO THE MEMBERS OF CATALINA MARKETING UK LIMITED We have audited the financial statements on pages 4 to 13 which have been prepared under the accounting policies set out on pages 4 to 5. RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND AUDITORS As described on page 2 the company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. BASIS OF OPINION We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. OPINION In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 December 1995 and of its profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985. GRANT THORNTON REGISTERED AUDITORS CHARTERED ACCOUNTANTS OXFORD 10 June 1996 CATALINA MARKETING UK LIMITED PRINCIPAL ACCOUNTING POLICIES - -------------------------------------------------------------------------------- BASIS OF PREPARATION The financial statements have been prepared under the historical cost convention. The principal accounting policies of the company have remained unchanged from the previous year and are set out below. TURNOVER Turnover is the total amount receivable by the company for services provided, excluding VAT and trade discounts. DEPRECIATION Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets by equal annual instalments over their expected useful lives. The rates generally applicable are: Fixtures and fittings 5 years Computer equipment 5 years Following a reassessment of the useful economic lives of the fixed assets of the company the directors extended depreciation periods from three years to five years. STOCKS Stocks are stated at the lower of cost and net realisable value. DEFERRED TAXATION Deferred tax is provided for under the liability method using the tax rates estimated to arise when the timing differences reverse and is accounted for to the extent that it is probable that a liability or asset will crystallise. Unprovided deferred tax is disclosed as a contingent liability. Debit balances arising in respect of advance corporation tax on dividends payable or proposed are carried forward to the extent that they are expected to be recoverable. FOREIGN CURRENCIES Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. All exchange differences are dealt with through the profit and loss account. CONTRIBUTIONS TO PENSION FUNDS Defined contribution scheme The pension costs charged against profits represent the amount of the contributions payable to the scheme in respect of the accounting period. CATALINA MARKETING UK LIMITED PRINCIPAL ACCOUNTING POLICIES - -------------------------------------------------------------------------------- LEASED ASSETS Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and depreciated over their expected useful lives. The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the profit and loss account over the period of the lease. All other leases are regarded as operating leases and the payments made under them are charged to the profit and loss account on a straight-line basis over the lease term. CATALINA MARKETING UK LIMITED PROFIT AND LOSS ACCOUNT For the year ended 31 December 1995 - ----------------------------------------------------------------------------- Note 1995 1994 (Pounds) (Pounds) TURNOVER 1 3,802,730 2,195,990 Cost of sales 689,651 463,777 --------- --------- Gross profit 3,113,079 1,732,213 Other operating charges 2,460,411 1,593,341 --------- --------- OPERATING PROFIT 652,668 138,872 Net interest 2 13,653 38,307 --------- --------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 1 639,015 100,565 Tax on profit on ordinary activities 4 240,000 - --------- --------- PROFIT TRANSFERRED TO RESERVES 12 399,015 100,565 ========= ========= There were no recognised gains or losses other than the profit for the financial year. 9 CATALINA MARKETING UK LIMITED BALANCE SHEET AT 31 DECEMBER 1995 - ------------------------------------------------------------------------------- NOTE 1995 1995 1994 1994 (Pounds) (Pounds) (Pounds) (Pounds) FIXED ASSETS Tangible assets 5 842,378 791,757 CURRENT ASSETS Stocks 6 - 86,966 Debtors 7 684,020 1,462,387 Cash at bank and in hand 1,974,268 674,953 --------- --------- 2,658,288 2,224,306 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 8 2,565,460 2,050,734 --------- --------- NET CURRENT ASSETS 92,828 173,572 --------- --------- TOTAL ASSETS LESS CURRENT LIABILITIES 935,206 965,329 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 9 99,435 528,573 --------- --------- 835,771 436,756 ========= ========= CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 10 666,667 666,667 CAPITAL AND RESERVES Called up share capital 11 11,141 11,141 Share premium account 12 214,556 214,556 Profit and loss account 12 (56,593) (455,608) --------- --------- SHAREHOLDERS' FUNDS 13 169,104 (229,911) --------- --------- 835,771 436,756 ========= ========= The financial statements were approved by the Board of Directors on 24 May 1996. B. JENKINS DIRECTOR CATALINA MARKETING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - ------------------------------------------------------------------------------ 1. TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION The turnover and profit on ordinary activities before taxation are attributable to the provision of point of sale software marketing services to the retailing industry. The profit on ordinary activities is stated after: 1995 1994 (Pounds) (Pounds) Auditors' remuneration 6,500 5,000 Depreciation and amortisation: Tangible fixed assets, owned 270,362 373,125 Other operating lease rentals 76,853 55,070 Exchange differences on foreign currency borrowings 44 (48,140) ======== ======== 2. NET INTEREST 1995 1994 (Pounds) (Pounds) Interest payable to group undertakings 51,685 45,279 Other interest payable and similar charges 14,541 1,954 -------- -------- 66,226 47,233 -------- -------- 66,226 47,233 Other interest receivable and similar income (52,573) (8,926) -------- -------- 13,653 38,307 ======== ======== 3. DIRECTORS AND EMPLOYEES Staff costs during the year were as follows: 1995 1994 (Pounds) (Pounds) Wages and salaries 1,036,822 618,457 Social security costs 106,600 50,478 Other pension costs 40,176 16,568 --------- -------- 1,183,598 685,503 ========= ======== The average number of employees of the company during the year was 19 (1994: 15). CATALINA MARKETING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - ------------------------------------------------------------------------------- Remuneration in respect of directors was as follows: 1995 1994 (Pounds) (Pounds) Management remuneration 445,536 315,565 Compensation for loss of office 17,500 12,000 --------- --------- 436,036 327,565 ========= ========= The emoluments of the directors, excluding pension contributions, were as follows: 1995 1994 (Pounds) (Pounds) The Chairman 61,834 54,000 ========= ========= The highest paid director 119,374 77,102 ========= ========= The emoluments of the other directors, excluding pension contributions, fell within the following ranges: 1995 1994 Nil - (Pounds)5,000 4 3 (Pounds)45,001 - (Pounds)50,000 1 - (Pounds)50,001 - (Pounds)55,000 - 1 (Pounds)60,001 - (Pounds)65,000 - 1 (Pounds)65,001 - (Pounds)70,000 1 - (Pounds)70,001 - (Pounds)75,000 1 - (Pounds)75,001 - (Pounds)80,000 - 1 (Pounds)90,001 - (Pounds)95,000 1 - 4. TAX ON PROFIT ORDINARY ACTIVITIES The tax charge is based on the profit for the year and represents: 1995 1994 (Pounds) (Pounds) UK Corporation tax at 33% (1994:25%) 240,000 - --------- --------- 240,000 - ========= ========= CATALINA MARKETING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - ------------------------------------------------------------------------------- TANGIBLE FIXED ASSETS FIXTURES AND COMPUTER FITTINGS EQUIPMENT TOTAL (Pounds) (Pounds) (Pounds) Cost or valuation At 1 January 1995 15,114 1,221,956 1,237,070 Additions 547 325,238 325,785 Disposals - (5,464) (5,464) --------- --------- --------- At 31 December 1995 15,661 1,541,730 1,557,391 --------- --------- --------- Depreciation At 1 January 1995 7,227 438,086 445,313 Provided in the year 1,854 268,508 270,362 Eliminated on disposals - (662) (662) --------- --------- --------- At 31 December 1995 9,081 705,932 715,013 --------- --------- --------- Net book amount at 31 December 1995 6,580 835,798 842,378 ========= ========= ========= Net book amount at 31 December 1994 7,887 783,870 791,757 ========= ========= ========= 6. STOCKS 1995 1994 (Pounds) (Pounds) Consumable paper stock - 86,966 -------- --------- - 86,966 ======== ========= 7. DEBTORS 1995 1994 (Pounds) (Pounds) Trade debtors 628,726 1,380,017 Amounts owed by parent undertakings 26,729 19,360 Other debtors - 37,124 Prepayments and accrued income 28,565 25,886 -------- --------- 684,020 1,462,387 ======== ========= Included in other debtors in 1994 is a loan to a director (see note 18), which has been discharged in full during the year. CATALINA MARKETING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - ------------------------------------------------------------------------------- 8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 1995 1994 (Pounds) (Pounds) Trade creditors - Other 225,292 80,968 Trade creditors - Catalina Marketing Worldwide Inc 733,571 188,103 Catalina Marketing Worldwide Inc - Loan repayable within one year (note 9) 433,221 400,917 Corporation tax 240,000 - Social security and other taxes 164,413 112,890 Other creditors - 19,600 Accruals and deferred income 768,963 1,242,535 Amounts due under finance leases - 5,721 --------- --------- 2,565,460 2,050,734 ========= ========= 9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 1995 1994 (Pounds) (Pounds) Loan from Catalina Marketing Worldwide Inc 99,435 528,573 --------- --------- 99,435 528,573 ========= ========= The loan is repayable over 3 years by monthly instalments which commenced in April 1994 and bears interest at 7% per annum. 10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR 1995 1994 (Pounds) (Pounds) Loan from Catalina Marketing UK Inc 666,667 666,667 ========= ========= The loan from the immediate parent company Catalina Marketing UK Inc is non-interest bearing and unsecured.The parent company has confirmed that it considers the loan to be in the nature of equity. CATALINA MARKETING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - ------------------------------------------------------------------------------- 11. SHARE CAPITAL 1995 1994 (Pounds) (Pounds) Authorised 2,500,000 ordinary 1p shares 25,000 25,000 ========= ========= Allotted, called up and fully paid 1,114,002 ordinary 1p shares 11,141 11,141 ========= ========= The company has granted options to certain directors and employees in respect of 20,000 1p ordinary shares at (Pound)1 per share and a further 23,500 1p ordinary shares at (Pounds)1.50 per share, exercisable between 22 December 1997 and 22 December 2004. At the year end the number of options remaining unexercised was 43,500 (1994: 20,000). 12. SHARE PREMIUM ACCOUNT AND RESERVES SHARE PREMIUM PROFIT AND ACCOUNTS LOSS ACCOUNT (Pounds) (Pounds) At 1 January 1995 214,556 (455,608) Retained profit for the year - 399,015 --------- --------- At 31 December 1995 214,556 (56,593) ========= ========= 13. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 1995 1994 (Pounds) (Pounds) Profit for the financial year 399,015 100,565 --------- --------- Net increase in shareholders' funds 399,015 100,565 Shareholders' funds at 1 January 1995 (229,911) (330,476) --------- --------- Shareholders' funds at 31 December 1995 169,104 (229,911) ========= ========= 14. CAPITAL COMMITMENTS The company had no capital commitments at 31 December 1995 or 31 December 1994. CATALINA MARKETING UK LIMITED NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 December 1995 - ------------------------------------------------------------------------------ 15. CONTINGENT LIABILITIES There were no contingent liabilities at 31 December 1995 or 31 December 1994. 16. PENSIONS Defined Contribution Scheme The company operates a defined contribution pension scheme for the benefit of the employees. The assets of the scheme are administered by trustees in a fund independent from those of the company. 17. LEASING COMMITMENTS Operating lease payments amounting to (Pounds)104,029 (1994:(Pounds)75,414) are due within one year. The leases to which these amounts relate expire as follows: 1995 1994 LAND AND Land and BUILDINGS OTHER buildings Other (Pounds) (Pounds) (Pounds) (Pounds) In one year or less 28,164 16,308 28,164 6,006 Between two and five years - 59,557 - 41,244 In five years or more - - - - -------- -------- -------- -------- 28,164 75,865 28,164 47,250 ======== ======== ======== ======== 18. TRANSACTIONS WITH DIRECTORS Amounts due in respect of loans,quasi-loans and credit transactions by directors were as follows: MAXIMUM NAME OF DIRECTOR AND LIABILITY INTEREST DUE CONNECTED PERSON AMOUNT OUTSTANDING DURING YEAR NOT PAID 1995 1994 (Pounds) (Pounds) (Pounds) (Pounds) S J Ross - 2,625 2,625 - 19. ULTIMATE PARENT UNDERTAKING The company is a wholly owned subsidiary of Catalina Marketing UK Inc., a Company incorporated in Delaware, USA. The directors consider that the ultimate parent undertaking of the company is Catalina Marketing Corporation which is incorporated in the USA. The only group of undertakings for which group accounts have been drawn up is that headed up by Catalina Marketing Corporation. EX-23 2 GRANT THORNTON CONSENT EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We have issued our report dated 10 June 1996, accompanying the financial statements of Catalina Marketing U.K. Limited, included on Form 8-K for the year ended 31 December 1995. We hereby consent to the incorporation by reference of said report in the Registration Statements of Catalina Marketing Corporation on Forms S-8 (File No. 33-46793, File No. 33-77100, File No. 33-82456). GRANT THORNTON REGISTERED AUDITORS CHARTERED ACCOUNTANTS Oxford, England June 21, 1996 -----END PRIVACY-ENHANCED MESSAGE-----