-----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, EDlkz4+7/ZT/M1uvxiJ5JQqLRXUMIP4aNqL382VuuMr9uIuRj+jtiUtcFE0ANsyk 46qYJJPFAJdNx/V3n8qh4A== 0001193125-06-086311.txt : 20060424 0001193125-06-086311.hdr.sgml : 20060424 20060424095811 ACCESSION NUMBER: 0001193125-06-086311 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060424 DATE AS OF CHANGE: 20060424 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STONE ENERGY CORP CENTRAL INDEX KEY: 0000904080 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721235413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12074 FILM NUMBER: 06774109 BUSINESS ADDRESS: STREET 1: 625 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3182370410 MAIL ADDRESS: STREET 1: 625 E KALISTLE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINS EXPLORATION & PRODUCTION CO CENTRAL INDEX KEY: 0000891456 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 330430755 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 700 MILAM STREET STREET 2: SUITE 3100 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 8322396000 MAIL ADDRESS: STREET 1: 700 MILAM STREET STREET 2: SUITE 3100 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: PLAINS EXPLORATION & PRODUCTION CO L P DATE OF NAME CHANGE: 20020619 FORMER COMPANY: FORMER CONFORMED NAME: STOCKER RESOURCES LP DATE OF NAME CHANGE: 19980130 425 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)

April 24, 2006 (April 23, 2006)

 


PLAINS EXPLORATION & PRODUCTION COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware   001-31470   33-0430755

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

700 Milam Street, Suite 3100

Houston, Texas 77002

(Address of principal executive offices including Zip Code)

(713) 579-6000

(Registrant’s telephone number, including area code)

N.A.

(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:

 

x 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 1.01 Entry into a Material Definitive Agreement.

Plains Exploration & Production Company (“PXP”) issued a press release announcing that it has entered into a definitive agreement to acquire Stone Energy Corporation (“Stone”) in a stock for stock transaction valued at approximately $1.46 billion, based on PXP’s closing price on April 21, 2006. If completed, PXP will issue approximately 34.5 million shares to Stone stockholders and assume $483 million of debt net of cash (as of December 31, 2005). Under the terms of the transaction, Stone stockholders would receive 1.25 shares of PXP’s common stock for each share of Stone common stock. The Stone acquisition is expected to close in the third quarter of 2006.

Merger Agreement

The Agreement and Plan of Merger dated as of April 23, 2006 (the “Merger Agreement”) by and among Stone, PXP and Plains Acquisition Corporation (“Plains Acquisition”), a wholly-owned subsidiary of PXP, contemplates a merger (the “Merger”) whereby Plains Acquisition will be merged with and into Stone, with Stone becoming a wholly-owned subsidiary of PXP, and each outstanding share of common stock of Stone will be converted into the right to receive 1.25 shares of PXP common stock.

The Merger Agreement has been approved by the boards of directors of both PXP and Stone. The Merger is subject to Stone’s stockholders approving the Merger and to PXP’s stockholders approving the issuance of shares of PXP stock to be used as merger consideration, as well as other customary closing conditions.

Stone and PXP have each agreed to certain covenants in the Merger Agreement. Among other covenants, Stone has agreed, subject to certain exceptions to permit Stone’s board of directors to comply with its fiduciary duties, not to solicit, negotiate, provide information in furtherance of, approve, recommend or enter into a Target Acquisition Proposal (as defined in the Merger Agreement).

The Merger Agreement also contains representations and warranties that the parties have made to each other as of specific dates. Except for its status as a contractual document that establishes and governs the legal relations among the parties with respect to the merger described therein, the Merger Agreement is not intended to be a source of factual, business or operational information about the parties. The representations and warranties contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to that agreement, and may be subject to limitations agreed between those parties, including being qualified by disclosures between those parties. Those representations and warranties may have been made to allocate risks among the parties to the Merger Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing matters as facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The assertions embodied in such representations and warranties are qualified by information contained in disclosure letters that the parties exchanged in connection with signing the Merger Agreement. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Merger Agreement and are modified in important part by the underlying disclosure letters. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in PXP’s or Stone’s public disclosures.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which PXP intends to file as an exhibit to a later filing with the SEC.


Item 8.01 Other Items

On April 24, 2006, PXP issued a press release relating to the Merger Agreement and its restructuring of its hedge position. A copy of that press release is furnished as Exhibit 99.1 hereto.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, PXP and Stone expect to file a joint proxy statement/prospectus as part of a registration statement regarding the proposed merger with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT PXP, STONE AND THE ACQUISITION. A definitive joint proxy statement/prospectus will be sent to security holders of PXP and Stone seeking their approval of the acquisition. Investors and security holders may obtain a free copy of the definitive joint proxy statement/prospectus (when available) and other documents filed by PXP and Stone with the SEC at the SEC’s website at www.sec.gov.

The definitive joint proxy statement/prospectus and other relevant documents relating to PXP may also be obtained for free from PXP by directing a request to Plains Exploration & Production Company, 700 Milam, Suite 3100, Houston, Texas 77002, Attention: Joanna Pankey; Telephone: (713) 579-6000, Email: jpankey@plainsxp.com.

The definitive joint proxy statement/prospectus and other relevant documents relating to Stone may also be obtained for free from Stone by directing a request to Stone Energy Corporation, 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508, Attention: Kenneth Beer; Telephone: (337) 237-0410, Email: cfo@stoneenergy.com.

PXP, its directors, executive officers and certain members of management and employees may be deemed to be “participants in the solicitation of” proxies from PXP’s stockholders in connection with the acquisition. Information regarding such persons and a description of their interests in the acquisition will be contained in the joint proxy statement/prospectus when it is filed.

Stone, its directors, executive officers and certain members of management and employees may be deemed to be “participants in the solicitation of” proxies from Stone’s stockholders in connection with the acquisition. Information regarding such persons and a description of their interests in the acquisition will be contained in the joint proxy statement/prospectus when it is filed.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit

No.

  

Document

99.1    Press Release dated April 24, 2006.


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.

 

   

PLAINS EXPLORATION &

PRODUCTION COMPANY

(Registrant)

Dated: April 24, 2006

   

By:

 

/s/ JOHN F. WOMBWELL

     

Name:

 

John F. Wombwell

     

Title:

 

Executive Vice President and General Counsel


EXHIBIT INDEX

 

Exhibit

No.

  

Document

99.1    Press Release dated April 24, 2006.
EX-99.1 2 dex991.htm PRESS RELEASE DATED APRIL 24, 2006 Press Release dated April 24, 2006

Exhibit 99.1

 

LOGO   

Plains Exploration & Production Company

700 Milam, Suite 3100

Houston, TX 77002

NEWS RELEASE

DRAFT: 4/23/06

 

Contact:   

Scott D. Winters

Vice President - Investor Relations

713-579-6190 or 800-934-6083

FOR IMMEDIATE RELEASE

PXP ANNOUNCES AGREEMENT TO ACQUIRE STONE ENERGY

AND ELIMINATION OF 2007 AND 2008 CRUDE OIL COLLARS

Houston, Texas – April 24, 2006 – Plains Exploration & Production Company (NYSE: PXP) (“PXP” or the “Company”) announced today that the Company has entered into a definitive agreement to acquire Stone Energy Corporation (NYSE: SGY) (“Stone”) in a stock-for-stock transaction valued at approximately $1.46 billion, based on PXP’s closing price on April 21, 2006, and the assumption of $483 million of net debt. Stone stockholders will receive 1.25 shares of PXP common stock for each share of Stone common stock.

Also today, PXP announced it has executed a series of contracts that will eliminate all of its 2007 and 2008 crude oil price collars at a pre-tax cost of approximately $600 million assuming payment in second quarter of 2006. The collars involved 22,000 barrels of oil per day (BOPD) for both years with a floor price of $25.00 per barrel and an average ceiling price of $34.76 per barrel. Although under the terms of the contracts the Company could repay the counterparties as the collars mature in 2007 and 2008, it is the Company’s current intention to repay the positions in 2006. PXP maintains downside commodity price protection on 50,000 barrels of oil a day in years 2006 and 2007 with a strike price of $55.00 per barrel WTI. Additionally, the Company has purchased $55.00 per barrel puts for 2008 for 32,000 BOPD at a price of $3.79 per barrel on a deferred premium basis. The Company expects a 5 percent increase in production per share and an increase in per barrel cash margin of 35 percent in 2007.

“These accretive transactions represent an opportunity for the stockholders of both companies to benefit from combining the strengths of PXP and Stone. Upon completion of the acquisition, PXP will be in an enviable position to accelerate its cash flow per share and strong reserve growth through the Rocky Mountain business, highlighted by the Pinedale/Jonah/Eagle projects in the Green River Basin and the large Middle Bakken position in the Williston Basin, and the Gulf of Mexico, primarily in the Deep Water with our Big Foot discovery, and continued development of its large long-lived California oil resource base. PXP should have a stronger balance sheet and full commodity price exposure with downside commodity price risk protection

 

- MORE -


Page 2

 

at $55 WTI in 2006, 2007 and 2008. We look forward to the opportunity to carefully invest the excess cash flow in debt reduction, share repurchase or other sound investments that benefit our stockholders,” commented James C. Flores, PXP’s Chairman, President and Chief Executive Officer.

Following the acquisition, PXP will have a proved reserve base of approximately 500 million barrels of oil equivalent. At year-end 2005 Stone reported 99 million barrels of oil equivalent (MBOE) of proven reserves located in the Gulf Coast Basin and the Rocky Mountain Region. Stone’s proved reserves are 73 percent developed and 42 percent oil. The combined company is expected to have:

 

    significant operations in California, the Rocky Mountains, Texas and the Gulf of Mexico;

 

    total net developed acres of 207,643 and 992,822 net undeveloped acres;

 

    a reserve-to-production ratio of 12-14 years;

 

    80% oil reserves; and

 

    70% to 75% oil production.

The table below summarizes some key combined company 2007 operating and financial estimates.

 

     Pro Forma

2007 Operating and Financial Estimates

  

Average Daily Sales Volumes

   100,000 -110,000 BOEPD

Price Realization % of Index (unhedged)

  

Oil - NYMEX

   85% - 89%

Gas - Henry Hub

   93% - 98%

Costs per BOE

  

Total Production Costs

   $12.00 - $14.00

DD&A

   $12.00 - $15.00

General & Administrative Cash Expense

   $2.25 - $ 2.75

Interest Expense

   $3.00 - $3.50

Capital Expenditures ($MM)

   $900 - $ 1,000

TERMS AND CONDITIONS

If the acquisition is approved PXP will issue approximately 34.5 million shares to Stone stockholders and assume $483 million of debt net of cash on the balance sheet at year-end 2005. Under the terms of the definitive agreement, Stone stockholders will receive 1.25 shares of PXP common stock for each share of Stone common stock. The transaction is expected to qualify as a tax-free reorganization under Section 368(a) and is expected to be tax free to Stone stockholders.

The Boards of Directors of both companies have approved the merger agreement and each will recommend it to their respective stockholders for approval. The transaction will remain subject to stockholder approval from both companies and other customary conditions. Both companies

 

- MORE -


Page 3

 

intend to hold stockholder meetings. Dates for these meeting will be announced as soon as possible. The companies anticipate completing the transaction in the third quarter of 2006. Post closing, it is anticipated that the PXP stockholders will own approximately 70 percent of the combined company and Stone stockholders will own approximately 30 percent of the combined company.

The PXP Board of Directors will remain the same. The transaction will be accounted for as a purchase of Stone by PXP under purchase accounting rules and PXP will continue to use the full cost method of accounting for its oil and gas properties.

Mr. James C. Flores will remain the Chairman, President and Chief Executive Officer and PXP’s current executive staff John F. Wombwell, Executive Vice President and General Counsel, and Thomas M. Gladney, Executive Vice President Exploration & Production, will continue in their current capacities. Upon completion of the acquisition, Stone Energy’s Chief Financial Officer Kenneth H. Beer will join the Company as Executive Vice President and Chief Financial Officer.

Lehman Brothers Inc. acted as the lead financial advisor to PXP. J.P Morgan also advised PXP and rendered a fairness opinion to PXP. Randall & Dewey, a division of Jefferies & Company, acted as financial advisor to Stone.

CONFERENCE CALL

PXP will host a conference call today April 24, 2006 at 9:00 a.m. Central to discuss these developments and other forward-looking items. Investors wishing to participate may dial 1-800-567-9836 or 1-973-935-8460. The replay will be available through May 8, 2006 and can be accessed by dialing 1-877-519-4471 or 1-973-341-3080, Replay ID: 7262760.

PXP is an independent oil and gas company primarily engaged in the upstream activities of acquiring, exploiting, developing and producing oil and gas in its core areas of operation: onshore and offshore California, West Texas, the Gulf Coast region of the United States, the Gulf of Mexico, several basins of the Rocky Mountains and the Williston Basin. PXP is headquartered in Houston, Texas.

ADDITIONAL INFORMATION & FORWARD LOOKING STATEMENTS

This press release contains forward-looking information regarding PXP that is intended to be covered by the safe harbor “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements included in this press release that address activities, events or developments that PXP expects, believes or anticipates will or may occur in the future are forward-looking statements. These include statements regarding:

 

    completion of the proposed merger,

 

    effective integration of the two companies,

 

    reserve and production estimates,

 

    oil and gas prices,

 

    the impact of derivative positions,

 

- MORE -


Page 4

 

    production expense estimates,

 

    cash flow estimates,

 

    future financial performance,

 

    planned capital expenditures, and

 

    other matters that are discussed in PXP’s filings with the SEC.

These statements are based on our current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to our filings with the SEC, including our Form 10-K for the year ended December 31, 2005, for a discussion of these risks.

All forward-looking statements in this report are made as of the date hereof, and you should not place undue reliance on these statements without also considering the risks and uncertainties associated with these statements and our business that are discussed in this report. Moreover, although we believe the expectations reflected in the forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except for any obligation to disclose material information under the Federal securities laws, we do not intend to update these forward-looking statements and information.

PXP AND STONE WILL FILE A JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING PXP, STONE AND THE ACQUISITION. A DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WILL BE SENT TO SECURITY HOLDERS OF PXP AND STONE SEEKING THEIR APPROVAL OF THE ACQUISITION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY PXP AND STONE WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV.

THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS (RELATING TO PXP) MAY ALSO BE OBTAINED FOR FREE FROM PXP BY DIRECTING A REQUEST TO PLAINS EXPLORATION & PRODUCTION COMPANY, 700 MILAM, SUITE 3100, HOUSTON, TX 77002, ATTENTION: JOANNA PANKEY; TELEPHONE: (713) 579-6000, E-MAIL: JPANKEY@PLAINSXP.COM.

THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS (RELATING TO STONE) MAY ALSO BE OBTAINED FOR FREE FROM STONE BY DIRECTING A REQUEST TO STONE ENERGY CORPORATION, 625 E. KALISTE SALOOM ROAD, LAFAYETTE, LA 70508, ATTENTION: KENNETH BEER, TELEPHONE: (337) 237-0410, E-MAIL: CFO@STONEENERGY.COM.

 

- MORE -


Page 5

 

PXP, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from PXP’s stockholders in connection with the acquisition. Information regarding such persons and a description of their interest in the acquisition is contained in the joint proxy statement/prospectus when it is filed.

Stone, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Stone’s stockholders in connection with the acquisition. Information regarding such persons and a description of their interest in the acquisition is contained in the joint proxy statement/prospectus when it is filed.

# # #

GRAPHIC 3 g26217pxp.jpg GRAPHIC begin 644 g26217pxp.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!X17AI9@``24DJ``@````&`#$!`@`1 M````5@````$#!0`!````:`````,#`0`!`````*78`1!1`0`!`````0#__Q%1 M!``!````Q`X``!)1!``!````Q`X```````!-:6-R;W-O9G0@3V9F:6-E`/Z@ MA@$`C[$``/_;`$,`"`8&!P8%"`<'!PD)"`H,%`T,"PL,&1(3#Q0=&A\>'1H< M'"`D+B<@(BPC'!PH-RDL,#$T-#0?)SD].#(\+C,T,O_;`$,!"0D)#`L,&`T- M&#(A'"$R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R M,C(R,C(R,C(R,O_``!$(`$<`L0,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0`` M`````````0(#!`4&!P@)"@O_Q`"U$``"`0,#`@0#!04$!````7T!`@,`!!$% M$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U M-CH.$A8:'B(F* MDI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G: MX>+CY.7FY^CIZO'R\_3U]O?X^?K_Q``?`0`#`0$!`0$!`0$!`````````0(# M!`4&!P@)"@O_Q`"U$0`"`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q M$R(R@0@40I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8 MF9JBHZ2EIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$``A$#$0`_`/?JY_6/&_AOP_>FSU75H;6<*&*. MK=#TY`Q704R6&*9"DL:2*1@AE!!JH\M_>`Y+_A:G@?\`Z&.T_)O\*/\`A:G@ M?_H8[3\F_P`*^=OB[HMEH7Q&O[;3X5@MY%CF6)!A5+*"<#L,Y/XUQ$8!E0'H M6%>M3R^E."DF]3-S9]@K\4_`['`\26?X[A_2M73O%_AS5W":?KEA<.>B).NX M_AG-)'TV:3SH77S; M:<#'F)GOZ$$8-E?2U_IFD>*-'\J M\MX+VRN8PREE!!4C(93V]01657#.A-*IJO($[[&!_P`+6\#?]#':_P#?+_\` MQ-'_``M;P-_T,=K_`-\O_P#$U\S^/O!MSX)\3S:=)N>U?]Y:S$?ZR,]/Q'0U MR]=\,NHSBI1D[,GG9]D6?Q)\'ZC=Q6MGKD,T\KA$1$^.UKHX\`R7%W#$- M0$R+9R!0'W9^89ZXV[L_A7&_"#X41:G%'XD\16X>T/-G:2#B3_;<=U]!WZ]. MO3"C0=+VLFT*[O8]IT+QCX?\2SRPZ-J<=Y)$N]PBL,#..I`JA<_$OP=97,EO M6JDE89WC&?0,1_2NA^&NFV6L?$+2;#4+=+BUFD821/G##8Q M[>XKU)9=2C%SNR.=GTRGQ0\$2'"^)+(?[S%?YBM[3=>TC6%W:;J=I=]\03*Y M_(&N'UWX(^#]4LY$L;-M-NBO[N:"1B`?=22"/RKYJUC2]1\)^([G3IW:&]LY M-OF1,5]PRGK@C!'UKGHX6C7NJ76H0>'?$EP9S M,=EI>.?FW=D<]\]CUSUKWD]#7)B*,J+<9%)W%HHHK(8E%%%`'RO\=O\`DIMQ M_P!>T/\`*O.(O]L/\`*O.(O]Y]UV__'M%_N#^5>'_`+1]O']CT"YVCS1)-'GVPIKW"W_X]HO]P?RKYR_: M`\26^I^(;'1K659!IR,9RIR!(^/E^H`'YUXN!BW7370TEL>/5];?!N[FO/A= MI)F))B\R)2?[JNP'Y#C\*^4;"PNM3OX+&RA::YG<1QQH,EB:^S_!^@+X7\): M;HP8,UM"!(PZ,YY8_F37=FOKE]8TY-%.L-=Q#3A#Y_P!H)^79C.:^&Z[SP?>:KXQ.E>`;G5Q:Z.;@RD,< M,P'.P'OWP/4_2NO&86-1JI>UM_0F,K:'H>F6-W\9_&G]MZC%)%X3TUREK`W' MGM[_`%X+>V!7N*(L<:HBA44`*JC``'856TO3+/1M,M].L(%AM;=`D:+V']3[ MU;KQZU7G=EHEL:)6"BBBL1GP]K__`",FJ?\`7Y+_`.AFNE^$?_)4M#_ZZO\` M^@-7-:__`,C)JG_7Y+_Z&:Z7X1_\E2T/_KJ__H#5]-5_@/T_0Q6Y]>5\P_M` M0)%\1(I$&&FL(W?W(9U_D!7TZ2%!)(`'))KY&^+7B.W\2_$"]N;.026ENJVT M3@\,%ZD>VXM7DY;%NM==BY['%0RO!/'-$Q62-@ZL.H(.0:^Y[*9KC3[>9^&D MB5S]2,U\=^`_"=UXP\5VFGPQL;=7$EU)CB.('G)]3T'N:^R@H1`J@!0,`#L* MTS62;C'KJ$!]%%%>66)1110!\K_';_DIMQ_UZP_RKSJVBDGNH88@#+(ZJF?4 MG`KT7X[?\E-N/^O6'^5<'HO_`"'M._Z^HO\`T(5]+AW:A'T,7N>]7NC_`!LU M*T^ROJ=A;1D;28)$C;'^\%R/PKG+#]GG7[F8/J>L64"L*,;C$#QO(]?0>O/:G3A*>6UN(KB"1HYHF#HZG!5@<@BOHR#X(6K_#^YL[QUD\27)^TM>, M<[)>2$SW7D@GN3GTKYUN[2>PO)K2ZB:*XA-5.*=VOQ\ MS)JQ]=?#7QM%XW\+QW3E5U"WQ%>1CC#X^\!Z-U_,=J[*OC;P!XRN/!/BB#44 MW/:O^[NX0?OQGK^(ZCZ>]?85E>6^HV4%Y:2K+;SH)(Y%.0RD9!KQ\9A_8SNM MF:1=T3T445QE'P]K_P#R,FJ?]?DO_H9K5\`VVNW/C&S'ALPC58P\D)F(VC"G M.<\=,UE:_P#\C)JG_7Y+_P"AFNU^!O\`R5&Q_P"N$W_H!KZ:K+EHM^1BMSNM M9\*_&3Q+:M9ZAJUC%:N,/'#*(PP]#M7)'M5#1_V=+QI5;6M;ACB[QVB%F/\` MP)L`?D:^@:*\18VK%6A9>B-.5&)X9\)Z-X1T[[%H]H(48YDD)W/(?5F[_P`J MVCT-+0>AKDG)RNV4+1110`E%%X M445P_BKXC+H$UQ9V7A[6=3O8N!Y-HXASC/W\!]` M>^GVR7A`[$CI MZ+CU->)^)O\`A-?%FMOJNJ:/JV-K#J. M@ZUI]X0L;1G3Y&CW<#(8#A?KC%=U2A*C2M#5O?\`R(3NSOZ\+^._@$2Q?\)= MIL7SH`E^BCJO19/PZ'VQZ&O=*Y#QEXOLM'MKK3I='U34II;1'#`C! M?&![URX:KPIUH.#9D MFTS[9HKS?P#\1+_5H+32_$&AZK:ZF<1FY-FXAE/]XG'RGUSQ6AK?Q+M-,BN4 ML]$UN_O(BR+''I\@0L#CER,8]QFO`="HI$?%UAK M7_"-ZK,ENQ$D8M7!9&4J<<=<&O?JVE1<4];&2W/KRBN:T/QMI^O7<=K#8ZM; M3.I;%W821`8'=B-OZUTM?.2BXNS-@H/0T4'H:A[`+1113`2BBB@`HHHH`*** J*`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`H(XHHH`6BBB@#__9 ` end
-----END PRIVACY-ENHANCED MESSAGE-----