-----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, V//IarU2kJAqhNOOebU25JqiAGsP1t0J749X4dB0zIU1nwnlo5wTgTvr9ZTg78oN 27H3bWzbpRwtYHNzQrD4Yw== 0001193125-08-148697.txt : 20080709 0001193125-08-148697.hdr.sgml : 20080709 20080709160720 ACCESSION NUMBER: 0001193125-08-148697 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080702 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080709 DATE AS OF CHANGE: 20080709 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIAN GROUP INC CENTRAL INDEX KEY: 0000890926 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 232691170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11356 FILM NUMBER: 08945107 BUSINESS ADDRESS: STREET 1: 1601 MARKET STREET STREET 2: 12TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155646600 MAIL ADDRESS: STREET 1: 1601 MARKET ST STREET 2: 12TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: CMAC INVESTMENT CORP DATE OF NAME CHANGE: 19960126 8-K 1 d8k.htm FORM 8-K Form 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) July 2, 2008

 

 

Radian Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-11356   23-2691170
(Commission File Number)   (IRS Employer Identification No.)

 

1601 Market Street, Philadelphia, Pennsylvania   19103
(Address of Principal Executive Offices)   (Zip Code)

(215) 231 - 1000

(Registrant’s Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On July 3, 2008, Radian Group Inc. (“Radian”) issued a news release announcing certain preliminary business results for the quarter ended June 30, 2008. A copy of this news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 as if fully set forth herein.

The information included in, or furnished with, this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2008, Radian appointed Teresa A. Bryce as President of Radian Guaranty Inc., Radian’s principal mortgage insurance subsidiary. Ms. Bryce had been serving as Executive Vice President, General Counsel, Chief Risk Officer and Secretary of Radian. The news release announcing Ms. Bryce’s appointment is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 5.02 as if fully set forth herein.

In connection with her appointment, Ms. Bryce’s salary was increased to $400,000 (from $370,000), her short-term cash incentive target for 2008 was increased to 135% of base salary (from 125% of base salary) and her long-term equity incentive target for 2008 was increased to $700,000 (from $500,000).

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1*

   Radian Group Inc. News Release dated July 3, 2008.

99.2

   Radian Group Inc. News Release dated July 7, 2008.

 

* Furnished herewith.

 

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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.

 

      RADIAN GROUP INC.
Date: July 9, 2008     By:  

/s/ C. Robert Quint

        C. Robert Quint
        Chief Financial Officer

 

- 3 -


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1*

   Radian Group Inc. News Release dated July 3, 2008.

99.2

   Radian Group Inc. News Release dated July 7, 2008.

 

* Furnished herewith.

 

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EX-99.1 2 dex991.htm NEWS RELEASE DATED JULY 3, 2008 News Release dated July 3, 2008

Exhibit 99.1

LOGO

 

1601 Market Street      News Release
Philadelphia, Pennsylvania     
19103-2337     
800 523.1988     
215 564.6600     
   Contact:  
   For investors:  

Terri Williams-Perry – phone: 215 231.1486

Email: terri.williams-perry@radian.biz

   For the media:  

Rick Gillespie – phone: 215 231.1061

Email: rick.gillespie@radian.biz

    

Tim Lynch / Eric Bonach

Joele Frank, Wilkinson Brimmer Katcher

212 355.4449

   FOR IMMEDIATE RELEASE
   Radian Comments on Fundamental Strength of Business
  

PHILADELPHIA, July 03, 2008 – Radian Group Inc. (NYSE: RDN) commented today on the recent decline in its stock price and noted several indications of the fundamental strength of its business and improvement in key performance indicators. The Company today issued the following statement:

 

Radian is insuring mostly prime loans which we believe will generate profitability and long-term financial strength. Our liquidity and claims paying resources remain strong and we are focused on meeting the present challenges in the housing market and overall economy by working closely with the Government Sponsored Enterprises (“GSEs”) and managing our existing Risk-In-Force exposure. We believe that the recent decline of Radian’s stock price is disproportionate to the fundamentals of our business. Despite the decline in Radian’s stock price, the organization remains focused on improving business processes and making operational improvements. We will continue to communicate the business and financial fundamentals of our company to the market in the most transparent way possible.

 

Radian noted the following preliminary second quarter business indicators:

 

•      First and second lien claims paid during 2Q08 will be less than $230 million, compared to our previous guidance of $240 million. This is due in part to the strong partnerships we have established with our residential servicing clients and external counseling organizations.


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•      Total first lien defaults increased during 2Q08 by 8.9%. This compares favorably with the quarterly increases reported during 1Q08 of 10% and 4Q07 of 17.3%.

 

•      Radian’s percentage of prime business written during 2Q08 was approximately 92% up from 90% during 1Q08.

 

•      Radian continues to maintain strong relationships with its clients and the GSEs. We estimate current mortgage insurance market share of 16%, up from 14% at the beginning of 2008.

 

•      Multiple guideline tightening and pricing increases have been put in place during 2008. The latest changes go into effect on July 14, 2008 and are intended to improve risk adjusted returns.

 

•      This quarter will be positively impacted by significant recovery of ceded losses from captive reinsurance and SMARTHOME reinsurance, which reduces Radian’s net losses and loss ratio.

 

•      There has been no material credit deterioration in the portfolio of our Financial Guaranty segment.

 

•      There is no principal required to be repaid on any of Radian’s debt until 2011.

 

About Radian

 

Radian Group Inc. is a global credit risk management company headquartered in Philadelphia with significant operations in New York and London. Radian develops innovative financial solutions by applying its core mortgage credit risk expertise and structured finance capabilities to the credit enhancement needs of the capital markets worldwide, primarily through credit insurance products. The company also provides credit enhancement for public finance and other corporate and consumer assets on both a direct and reinsurance basis and holds strategic interests in credit-based consumer asset businesses. Additional information may be found at http://www.radian.biz.

 

Forward Looking Statements

 

All statements made in this news release that address events, developments or results that we expect or anticipate may occur in the future are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s current views and assumptions with respect to future events. Any forward-looking statement is not a guarantee of future performance and actual results could differ materially from those contained in the forward-looking information. The forward-looking statements, as well as our prospects as a whole, are subject to risks and uncertainties, including the following:

 

•      As a result of recent downgrades, up to $50.5 billion of Radian Asset’s total net assumed par outstanding is subject to recapture by Radian Asset’s primary reinsurance customers. If all

  
  
  
  
  
  
  
  
  
  


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1601 Market Street

Philadelphia, Pennsylvania

19103-2337

800 523.1988

215 564.6600

  

of this business was recaptured, we estimate that Radian Asset would experience a reduction in written and earned premiums of approximately $440.7 million and $82.3 million, respectively, a reduction in the net present value of expected future installment premiums of $177.5 million and a reduction in incurred losses of approximately $48.8 million. Any recapture of business would correspondingly reduce the amount of capital required to be held in support of such obligations.

 

•      actual or perceived changes in general financial and political conditions, such as extended national or regional economic recessions, changes in housing demand or mortgage originations, changes in housing values (in particular, further deterioration in the housing, mortgage and related credit markets, which would harm our future consolidated results of operations and could cause losses for our mortgage insurance business to be worse than expected), changes in liquidity in the capital markets and the further contraction of credit markets, population trends and changes in household formation patterns, changes in unemployment rates, changes or volatility in interest rates or consumer confidence, changes in credit spreads, changes in the way investors perceive the strength of private mortgage insurers or financial guaranty providers, investor concern over the credit quality and specific risks faced by the particular businesses, municipalities or pools of assets covered by our insurance;

 

•      actual or perceived economic changes or catastrophic events in geographic regions where our mortgage insurance or financial guaranty insurance in force is more concentrated;

 

•      our ability to successfully obtain additional capital, if necessary, to support our long-term liquidity needs and to protect our credit ratings and the financial strength ratings of our subsidiaries;

 

•      our ability to satisfy the covenants contained in our credit agreement (including, but not limited to, financial covenants), which, if we are unable to satisfy, could lead to a default on the terms of that loan, upon which the lenders representing a majority of the debt under our credit agreement would have the right to terminate all commitments under the credit agreement and declare the outstanding debt due and payable;

 

•      risks faced by the businesses, municipalities or pools of assets covered by our insurance;

 

•      a decrease in the volume of home mortgage originations due to reduced liquidity in the lending market, tighter underwriting standards and a deterioration in housing markets throughout the U.S.;

 

•      the loss of a customer for whom we write a significant amount of mortgage insurance or the influence of large customers;

 

•      disruption in the servicing of mortgages covered by our insurance policies;

 

•      the aging of our mortgage insurance portfolio and changes in severity or frequency of losses associated with certain of our products that are riskier than traditional mortgage insurance or financial guaranty insurance policies;

 

•      the performance of our insured portfolio of higher risk loans, such as Alternative-A (“Alt-A”)

  
  
  
  
  
  
  
  
  
  


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1601 Market Street

Philadelphia, Pennsylvania

19103-2337

800 523.1988

215 564.6600

  

and subprime loans, and adjustable rate products, such as adjustable rate mortgages (“ARMs”) and interest-only mortgages, which have resulted in increased losses in 2007 and 2008 and may result in further losses;

 

•      reduced opportunities for loss mitigation in markets where housing values fail to appreciate or begin to decline;

 

•      changes in persistency rates of our mortgage insurance policies caused by changes in refinancing activity, in the rate of appreciation or depreciation of home values and changes in the mortgage insurance cancellation requirements of mortgage lenders and investors;

 

•      downgrades or threatened downgrades of, or other ratings actions with respect to, our credit ratings or the insurance financial strength ratings assigned by the major rating agencies to any of our rated insurance subsidiaries at any time (in particular, our credit rating and the financial strength ratings of our insurance subsidiaries that are currently under review for possible downgrade);

 

•      heightened competition for our mortgage insurance business from others such as the Federal Housing Administration and the Veterans’ Administration or other private mortgage insurers (in particular those that have been assigned higher ratings from the major ratings agencies), from alternative products such as “80-10-10” loans or other forms of simultaneous second loan structures used by mortgage lenders, from investors using forms of credit enhancement other than mortgage insurance as a partial or complete substitution for private mortgage insurance and from mortgage lenders that demand increased participation in revenue sharing arrangements such as captive reinsurance arrangements;

 

•      changes in the charters or business practices of Federal National Mortgage Association (“Fannie Mae”) and Freddie Mac, the largest purchasers of mortgage loans that we insure, and our ability to retain our Top Tier eligibility status from both Freddie Mac and Fannie Mae;

 

•      the application of existing federal or state consumer, lending, insurance, securities and other applicable laws and regulations, or changes in these laws and regulations or the way they are interpreted, including, without limitation: (i) the outcome of private lawsuits or investigations (or the possibility of additional private lawsuits or investigations) by state insurance departments and state attorneys general alleging that services offered by the mortgage insurance industry, such as captive reinsurance, pool insurance and contract underwriting, are violative of the Real Estate Settlement Procedures Act (“RESPA”) and/or similar state regulations, (ii) legislative and regulatory changes affecting demand for private mortgage insurance or financial guaranty insurance, or (iii) legislation and regulatory changes limiting or restricting our use of (or requirements for) additional capital, the products we may offer, the form in which we may execute the credit protection we provide or the aggregate notional amount of any product we may offer for any one transaction or in the aggregate;

 

•      the possibility that we may fail to estimate accurately the likelihood, magnitude and timing of losses in connection with establishing loss reserves for our mortgage insurance or financial guaranty businesses, or the premium deficiency for our second-lien mortgage insurance business, or to estimate accurately the fair value amounts of derivative contracts in our mortgage insurance and financial guaranty businesses in determining gains and losses on these contracts;

  
  
  
  
  
  
  


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1601 Market Street

Philadelphia, Pennsylvania

19103-2337

800 523.1988

215 564.6600

  

•      changes in accounting guidance from the Securities and Exchange Commission (“SEC”) or the Financial Accounting Standards Board (“FASB”);

 

•      the possibility that we may not be able to achieve and maintain effective internal control over our financial reporting;

 

•      legal and other limitations on the amount of dividends or other distributions we may receive from our subsidiaries; and

 

•      vulnerability to the performance of our strategic investments, including in particular, our investment in Sherman.

 

For more information regarding these risks as well as additional risks that we face, you should refer to the Risk Factors detailed in our filings with the SEC. We caution you not to place undue reliance on these forward-looking statements, which are current only as of the date of this news release. We do not intend to, and we disclaim any duty or obligation to, update or revise any forward-looking statements made in this news release to reflect new information or future events or for any other reason.

  
  
  
  
EX-99.2 3 dex992.htm NEWS RELEASE DATED JULY 7, 2008 News Release dated July 7, 2008

Exhibit 99.2

LOGO

 

1601 Market Street      News Release
Philadelphia, Pennsylvania     
19103-2337     
800 523.1988     
215 564.6600     
   Contact:  
   For investors:   Terri Williams-Perry – phone: 215 231.1486
     Email: terri.williams-perry@radian.biz
   For the media:   Rick Gillespie – phone: 215 231.1061
     Email: rick.gillespie@radian.biz
     Tim Lynch / Eric Bonach
     Joele Frank, Wilkinson Brimmer Katcher
     212 355.4449
   FOR IMMEDIATE RELEASE
   Teresa Bryce To Lead Radian Mortgage Insurance Business
   PHILADELPHIA, July 7, 2008 – Radian Group Inc. (NYSE: RDN) today announced that Teresa Bryce, currently Executive Vice President, General Counsel, Corporate Secretary, and Chief Risk Officer for Radian Group, has been appointed President of Radian Guaranty Inc., Radian’s principal mortgage insurance subsidiary, effective immediately. Ms. Bryce will report to S. A. Ibrahim, President and CEO of Radian Group. Current President of Radian Guaranty David Applegate has resigned from his position but will remain with Radian as a consultant for the foreseeable future.
   “Teresa Bryce is an accomplished and respected industry veteran who has held senior positions with several top mortgage banking organizations,” commented Mr. Ibrahim. “Her priorities will be to continue the progress we have made in our mortgage insurance subsidiary with a commitment to return the business to the ‘AA’ level over time. Teresa played a key role in enhancing our risk management process and will benefit from a strong and experienced team of business leaders that has worked diligently to improve overall performance. Teresa also has extensive experience working with the GSEs, which will continue to be one of our top priorities moving forward. On behalf of everyone at Radian, we thank Dave for helping to position our mortgage insurance business to deliver long term profitability.”


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1601 Market Street

Philadelphia, Pennsylvania

19103-2337

800 523.1988

215 564.6600

  

“I am proud of the efforts and progress we have made in Radian’s mortgage insurance business in the face of difficult market conditions,” commented Mr. Applegate. “I look forward to working with the team to ensure a smooth transition.”

 

Radian also announced other changes:

 

Paul Bognanno, currently Vice Chairman, Radian Guaranty will become Chairman, Radian Guaranty and will work closely with Teresa Bryce and her team on key client relationships, marketing and communications. Mr. Bognanno will continue to report to S. A. Ibrahim.

   Jeff Cashmer, currently Senior Vice President of Mortgage Insurance Sales, will become Executive Vice President, Chief Operating Officer of Radian Guaranty with responsibility for sales, operations and pricing. Mr. Cashmer will report to Teresa Bryce.
   Ted Hoffman, currently Senior Vice President, Assistant General Counsel, will become General Counsel and Corporate Secretary for Radian Group. Mr. Hoffman will report to S. A. Ibrahim.
  

Teresa Bryce – President, Radian Guaranty

 

Before joining Radian in October 2006, Ms. Bryce served as general counsel, senior vice president and secretary for Nexstar Financial Corporation. Prior to that, she was general counsel for Bank of America Mortgage and held other senior legal leadership roles for PNC Mortgage Corporation and Prudential Home Mortgage Company.

   Ms. Bryce holds a bachelor’s degree from the University of Virginia and a J.D. from Columbia University. She has served on the Board of Directors of the Mortgage Bankers Association, on the Consumer Advisory Council of the Federal Reserve and on the Fannie Mae National Advisory Council.
  

Paul Bognanno – Chairman, Radian Guaranty

 

Prior to joining Radian Guaranty, Mr. Bognanno served as President and CEO, Principal Residential Mortgage Inc., for 11 years. Concurrent with his mortgage banking duties, Mr. Bognanno was a Senior Vice President in Principal Life Insurance Company, Chairman of the Board of Principal Bank, and the U.S. board member of Principal Hipotecarios y Creditos, Principal Life’s Chilean mortgage banking company.


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1601 Market Street

Philadelphia, Pennsylvania

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800 523.1988

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Mr. Bognanno holds a bachelor’s degree in sociology from Indiana University. He has served as a past Chairman of the Mortgage Bankers Association Residential Board of Governors and as a member of its Board of Directors.

 

Jeff Cashmer – Executive Vice President, Chief Operating Officer, Radian Guaranty

 

Mr. Cashmer joined Radian in 1998 from Household Finance Corporation. Since joining Radian, he has held several key roles within the company’s sales, operations, capital markets, credit risk, product development and strategic planning groups. Mr. Cashmer has been instrumental in establishing a customer centric business model for Radian, which balances corporate profit goals with a premier customer experience.

   Mr. Cashmer earned a bachelor’s degree in finance from Illinois State University and an MBA from DePaul University’s Kelstadt Graduate School of Business.
  

Ted Hoffman – General Counsel and Corporate Secretary, Radian Group

 

Since joining Radian in 2005, Mr. Hoffman has managed SEC, NYSE and Sarbanes-Oxley compliance, corporate governance and other corporate related matters. Mr. Hoffman was promoted to Senior Vice President, Assistant General Counsel in February 2008. Prior to joining Radian, Mr. Hoffman was a senior associate in the Corporate and Securities Group of Drinker Biddle & Reath LLP in Philadelphia.

   Mr. Hoffman holds a BA from Colgate University and a JD from Villanova University School of Law. He is a member of the Pennsylvania Bar.
  

About Radian

 

Radian Group Inc. is a global credit risk management company headquartered in Philadelphia with significant operations in New York and London. Radian develops innovative financial solutions by applying its core mortgage credit risk expertise and structured finance capabilities to the credit enhancement needs of the capital markets worldwide, primarily through credit insurance products. The company also provides credit enhancement for public finance and other corporate and consumer assets on both a direct and reinsurance basis and holds strategic interests in credit-based consumer asset businesses. Additional information may be found at http://www.radian.biz.

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