-----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, FBmTS0zOu67wSnIe2aUQHdiMnhks3tfjPBCoHdv2IWEkjscjyafoyhnLcSTX40kk wPII489dyobifwir1zUaGA== 0000912057-01-528170.txt : 20010814 0000912057-01-528170.hdr.sgml : 20010814 ACCESSION NUMBER: 0000912057-01-528170 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20010813 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSACTION SYSTEMS ARCHITECTS INC CENTRAL INDEX KEY: 0000935036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 470772104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45029 FILM NUMBER: 1707535 BUSINESS ADDRESS: STREET 1: 224 SOUTH 108TH AVE CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4023907600 MAIL ADDRESS: STREET 1: 224 SOUTH 108TH CITY: OMAHA STATE: NE ZIP: 68154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSACTION SYSTEMS ARCHITECTS INC CENTRAL INDEX KEY: 0000935036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 470772104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 224 SOUTH 108TH AVE CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4023907600 MAIL ADDRESS: STREET 1: 224 SOUTH 108TH CITY: OMAHA STATE: NE ZIP: 68154 SC TO-I/A 1 a2056947zscto-ia.txt CH TO-I/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ---------- TRANSACTION SYSTEMS ARCHITECTS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ---------- OPTIONS TO PURCHASE CLASS A COMMON STOCK, PAR VALUE $0.005 PER SHARE, GRANTED TO ELIGIBLE EMPLOYEES AND ELIGIBLE DIRECTORS UNDER THE ACI HOLDING, INC. 1994 STOCK OPTION PLAN AND THE TRANSACTION SYSTEMS ARCHITECTS, INC. 1996 STOCK OPTION PLAN AND 1999 STOCK OPTION PLAN (Title of Class of Securities) 893416107 (CUSIP Number of Class of Securities) David P. Stokes Vice President-Legal and Secretary Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 (402) 334-5101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person) ---------- Copy to: Albert G. McGrath, Jr. Baker & McKenzie 2001 Ross Avenue, Suite 2300 Dallas, Texas 75201 (214) 978-3000 ---------- / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: / / third party tender offer subject to Rule 14d-l. /X/ issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. / / Check the following box if the filing is a final amendment reporting the results of the tender offer. This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Tender Offer Statement") filed by Transaction Systems Architects, Inc., a Delaware corporation ("TSA"), relating to the offer by TSA to exchange certain outstanding employee and director options to purchase shares of its common stock under the ACI Holding, Inc. 1994 Stock Option Plan and the Transaction Systems Architects, Inc. 1996 Stock Option Plan and 1999 Stock Option Plan for new options to purchase shares of its common stock, upon the terms and subject to the conditions set forth in the Offer to Exchange, dated August 1, 2001 and in the related Acceptance Letter, copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement. ITEM 10. FINANCIAL STATEMENTS. Item 10 of the Tender Offer Statement is amended to add the following sentence: The information set forth in Exhibit (a)(9) identified in Item 12 and attached hereto is also incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 of the Tender Offer Statement is hereby amended as follows: A. Paragraph (K) on page 4 of Exhibit (a)(2) is hereby deleted in its entirety and will not be enforced by TSA with respect to any Acceptance Letters that have been or will be tendered to TSA. B. References to Exhibits (a)(9), (a)(10), (a)(11), (a)(12), (a)(13), (a)(14), and (a)(15), which are attached hereto, are added as follows: (a)(9) Supplemental Information Concerning Offer to Exchange. (a)(10) Form of Cover Letter to Employees and Directors Accompanying Supplemental Information Concerning Offer to Exchange. (a)(11) Form of Cover Letter to Employees in Australia Accompanying Supplemental Information Concerning Offer to Exchange. (a)(12) Form of Cover Letter to Employees in Canada Accompanying Supplemental Information Concerning Offer to Exchange. (a)(13) Form of Cover Letter to Employees in Singapore Accompanying Supplemental Information Concerning Offer to Exchange. (a)(14) Form of Cover Letter to Employees in The Netherlands Accompanying Supplemental Information Concerning Offer to Exchange. (a)(15) Form of Reminder E-mail - August , 2001. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TRANSACTION SYSTEMS ARCHITECTS, INC. /s/ Dwight G. Hanson ------------------------------------ Dwight G. Hanson, Chief Financial Officer and Senior Vice President DATE: August 13, 2001 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(9) Supplemental Information Concerning Offer to Exchange. (a)(10) Form of Cover Letter to Employees and Directors Accompanying Supplemental Information Concerning Offer to Exchange. (a)(11) Form of Cover Letter to Employees in Australia Accompanying Supplemental Information Concerning Offer to Exchange. (a)(12) Form of Cover Letter to Employees in Canada Accompanying Supplemental Information Concerning Offer to Exchange. (a)(13) Form of Cover Letter to Employees in Singapore Accompanying Supplemental Information Concerning Offer to Exchange. (a)(14) Form of Cover Letter to Employees in The Netherlands Accompanying Supplemental Information Concerning Offer to Exchange. (a)(15) Form of Reminder E-mail - August , 2001.
EX-99.A(9) 3 a2056947zex-99_a9.txt SUPPLEMENTAL INFORMATION CONCERNING OFFER TO EXCHA Exhibit (a)(9) Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 August 13, 2001 To: All Eligible Employees and Eligible Directors of Transaction Systems Architects, Inc. ("TSA") under the Offer to Exchange, dated August 1, 2001 Re: Supplemental Information Concerning the Offer to Exchange This memorandum provides supplemental information concerning the Offer to Exchange, as follows. Pursuant to this supplement, we are amending Section 9 of the Offer to Exchange ("Information Concerning TSA") to add certain summary financial information concerning TSA. This supplement does not alter the terms and conditions previously set forth in the Offer to Exchange, and should be read in conjunction with the Offer to Exchange. * * * * * * * * The following tables set forth selected financial and operating data of TSA. The selected historical statement of operations data for the years ended September 30, 1999 and 2000 and the selected historical balance sheet data as of September 30, 1999 and 2000 have been derived from the audited financial statements included in our annual report on Form 10-K for the year ended September 30, 2000. The selected historical statement of operations data for the nine months ended June 30, 2000 and June 30, 2001 and the selected historical balance sheet data as of June 30, 2001 are unaudited and will be included in our quarterly report for the quarter ended June 30, 2001. The information presented below should be read together with our financial statements and related notes filed as an Exhibit to our annual report on Form 10-K and our other SEC filings referred to in Section 16 ("Additional Information"). Selected Financial Data (in accordance with U.S. generally accepted accounting principles) (in thousands of U.S. dollars except per share amounts) (Unaudited)
For the year ended For the nine month period September 30, ended June 30, 2000 1999 2001 2000 ---- ---- ---- ---- Results of Operations Total revenues $303,565 $354,794 $224,799 $221,408 Operating income (loss) 1,742 70,260 (24,614) 533 Net income (loss) 2,111 44,700 (39,471) 1,183 Net income (loss) per common share - basic 0.07 1.41 (1.17) 0.04 - diluted 0.07 1.38 (1.17) 0.04
As at September 30, As at June 30, 2000 1999 2001 ---- ---- ---- Financial Position Current assets $173,773 $179,816 $168,580 Noncurrent assets 156,379 143,502 172,772 Current liabilities 105,267 85,675 105,718 Noncurrent liabilities 14,525 12,474 12,869 Book value per common share 6.65 7.01 6.34
In addition, our earnings of $44.7 million covered our fixed charges of $401,000 by a ratio of 111.47% for the fiscal year ended September 30, 1999 and our earnings of $2.11 million covered our fixed charges of $912,000 by a ratio of 2.31% for the fiscal year ended September 30, 2000. However, our earnings of $(39.471) million for the nine months ended June 30, 2001 were inadequate to cover our fixed charges of $(1.717) million for that period. EX-99.A(10) 4 a2056947zex-99_a10.txt COVER LETTER TO EMPLOYEES AND DIRECTORS ACCOMPANYI Exhibit (a)(10) AMENDMENT TO TRANSACTION SYSTEMS ARCHITECTS, INC. OFFER TO EXCHANGE OPTIONS GRANTED UNDER THE ACI HOLDING, INC. 1994 STOCK OPTION PLAN AND THE TRANSACTION SYSTEMS ARCHITECTS, INC. 1996 STOCK OPTION PLAN AND 1999 STOCK OPTION PLAN FOR NEW OPTIONS THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., OMAHA, NEBRASKA TIME, ON AUGUST 28, 2001, UNLESS TRANSACTION SYSTEMS ARCHITECTS, INC. EXTENDS THE OFFER Dear Option Holder: As you are aware, Transaction Systems Architects, Inc. commenced its stock option exchange program on August 1, 2001. Today, important supplemental information concerning the Offer to Exchange, dated August 1, 2001 is being distributed to you. Please review this supplemental information. In addition, if you have not already done so, please review the Offer to Exchange. If you decide to tender options pursuant to the Offer to Exchange, you must properly complete, sign, and submit the related Acceptance Letter for receipt by us NO LATER THAN 11:59 P.M., Omaha, Nebraska time, TUESDAY, AUGUST 28, 2001, by external mail. DELIVERY BY FACSIMILE, E-MAIL, OR ANY FORM OF INTEROFFICE MAIL WILL NOT BE ACCEPTED. You should direct any questions about the offer or requests for assistance or additional copies of the Offer to Exchange or the Acceptance Letter to: Eric Nipp Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 Telephone No.: (402) 778-1911 E-mail Address: nippe@tsain.com To tender your options for exchange, properly complete and sign the Acceptance Letter in accordance with instructions, and send the Acceptance Letter and any other required documents to us by external mail to: Mary Ramsdell Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 We recommend that you use a courier service or registered mail with return receipt requested. Delivery by facsimile, e-mail, or any form of interoffice mail with NOT be accepted. Transaction Systems Architects, Inc. August 13, 2001 EX-99.A(11) 5 a2056947zex-99_a11.txt COVER LETTER TO EMPLOYEES IN AUSTRALIA ACCOMPANYIN Exhibit (a)(11) AMENDMENT TO TRANSACTION SYSTEMS ARCHITECTS, INC. OFFER TO EXCHANGE OPTIONS GRANTED UNDER THE ACI HOLDING, INC. 1994 STOCK OPTION PLAN AND THE TRANSACTION SYSTEMS ARCHITECTS, INC. 1996 STOCK OPTION PLAN AND 1999 STOCK OPTION PLAN FOR NEW OPTIONS THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., OMAHA, NEBRASKA TIME, ON AUGUST 28, 2001, UNLESS TRANSACTION SYSTEMS ARCHITECTS, INC. EXTENDS THE OFFER Dear Option Holder: As you are aware, Transaction Systems Architects, Inc. commenced its stock option exchange program on August 1, 2001. Today, important supplemental information concerning the Offer to Exchange, dated August 1, 2001 is being distributed to you. Please review this supplemental information. In addition, if you have not already done so, please review the Offer to Exchange. If you decide to tender options pursuant to the Offer to Exchange, you must properly complete, sign, and submit the related Acceptance Letter for receipt by us NO LATER THAN 11:59 P.M., Omaha, Nebraska time, TUESDAY, AUGUST 28, 2001, by external mail. DELIVERY BY FACSIMILE, E-MAIL, OR ANY FORM OF INTEROFFICE MAIL WILL NOT BE ACCEPTED. Offers to eligible employees in Australia to participate in the stock option exchange program were accompanied by the principle Offer to Exchange document and supplementary document entitled "Addendum for Employees in Australia". If you are eligible to participate in the stock option exchange program and wish to participate, you will need to complete the Acceptance Letter attached to the Offer to Exchange. You should direct any questions about the offer or requests for assistance or additional copies of the Offer to Exchange or the Acceptance Letter to: Eric Nipp Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 Telephone No.: (402) 778-1911 E-mail Address: nippe@tsain.com To tender your options for exchange, properly complete and sign the Acceptance Letter in accordance with instructions, and send the Acceptance Letter and any other required documents to us by external mail to: Mary Ramsdell Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 We recommend that you use a courier service or registered mail with return receipt requested. Delivery by facsimile, e-mail, or any form of interoffice mail with NOT be accepted. Transaction Systems Architects, Inc. August 13, 2001 EX-99.A(12) 6 a2056947zex-99_a12.txt COVER LETTER TO EMPLOYEES IN CANADA ACCOMPANYING S Exhibit (a)(12) AMENDMENT TO TRANSACTION SYSTEMS ARCHITECTS, INC. OFFER TO EXCHANGE OPTIONS GRANTED UNDER THE ACI HOLDING, INC. 1994 STOCK OPTION PLAN AND THE TRANSACTION SYSTEMS ARCHITECTS, INC. 1996 STOCK OPTION PLAN AND 1999 STOCK OPTION PLAN FOR NEW OPTIONS THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., OMAHA, NEBRASKA TIME, ON AUGUST 28, 2001, UNLESS TRANSACTION SYSTEMS ARCHITECTS, INC. EXTENDS THE OFFER Dear Option Holder: As you are aware, Transaction Systems Architects, Inc. commenced its stock option exchange program on August 1, 2001. Today, important supplemental information concerning the Offer to Exchange, dated August 1, 2001 is being distributed to you. Please review this supplemental information. In addition, if you have not already done so, please review the Offer to Exchange. If you decide to tender options pursuant to the Offer to Exchange, you must properly complete, sign, and submit the related Acceptance Letter for receipt by us NO LATER THAN 11:59 P.M., Omaha, Nebraska time, TUESDAY, AUGUST 28, 2001, by external mail. DELIVERY BY FACSIMILE, E-MAIL, OR ANY FORM OF INTEROFFICE MAIL WILL NOT BE ACCEPTED. Offers to eligible employees in Canada to participate in the stock option exchange program were accompanied by the principle Offer to Exchange document and supplementary document entitled "Addendum for Employees in Canada". If you are eligible to participate in the stock option exchange program and wish to participate, you will need to complete the Acceptance Letter attached to the Offer to Exchange. You should direct any questions about the offer or requests for assistance or additional copies of the Offer to Exchange or the Acceptance Letter to: Eric Nipp Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 Telephone No.: (402) 778-1911 E-mail Address: nippe@tsain.com To tender your options for exchange, properly complete and sign the Acceptance Letter in accordance with instructions, and send the Acceptance Letter and any other required documents to us by external mail to: Mary Ramsdell Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 We recommend that you use a courier service or registered mail with return receipt requested. Delivery by facsimile, e-mail, or any form of interoffice mail with NOT be accepted. Transaction Systems Architects, Inc. August 13, 2001 EX-99.A(13) 7 a2056947zex-99_a13.txt COVER LETTER TO EMPLOYEES IN SINGAPORE ACCOMPANYIN Exhibit (a)(13) AMENDMENT TO TRANSACTION SYSTEMS ARCHITECTS, INC. OFFER TO EXCHANGE OPTIONS GRANTED UNDER THE ACI HOLDING, INC. 1994 STOCK OPTION PLAN AND THE TRANSACTION SYSTEMS ARCHITECTS, INC. 1996 STOCK OPTION PLAN AND 1999 STOCK OPTION PLAN FOR NEW OPTIONS THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., OMAHA, NEBRASKA TIME, ON AUGUST 28, 2001, UNLESS TRANSACTION SYSTEMS ARCHITECTS, INC. EXTENDS THE OFFER Dear Option Holder: As you are aware, Transaction Systems Architects, Inc. commenced its stock option exchange program on August 1, 2001. Today, important supplemental information concerning the Offer to Exchange, dated August 1, 2001 is being distributed to you. Please review this supplemental information. In addition, if you have not already done so, please review the Offer to Exchange. If you decide to tender options pursuant to the Offer to Exchange, you must properly complete, sign, and submit the related Acceptance Letter for receipt by us NO LATER THAN 11:59 P.M., Omaha, Nebraska time, TUESDAY, AUGUST 28, 2001, by external mail. DELIVERY BY FACSIMILE, E-MAIL, OR ANY FORM OF INTEROFFICE MAIL WILL NOT BE ACCEPTED. Offers to eligible employees in Singapore to participate in the stock option exchange program were accompanied by the principle Offer to Exchange document and supplementary document entitled "Addendum for Employees in Singapore". If you are eligible to participate in the stock option exchange program and wish to participate, you will need to complete the Acceptance Letter attached to the Offer to Exchange. You should direct any questions about the offer or requests for assistance or additional copies of the Offer to Exchange or the Acceptance Letter to: Eric Nipp Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 Telephone No.: (402) 778-1911 E-mail Address: nippe@tsain.com To tender your options for exchange, properly complete and sign the Acceptance Letter in accordance with instructions, and send the Acceptance Letter and any other required documents to us by external mail to: Mary Ramsdell Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 We recommend that you use a courier service or registered mail with return receipt requested. Delivery by facsimile, e-mail, or any form of interoffice mail with NOT be accepted. Transaction Systems Architects, Inc. August 13, 2001 EX-99.A(14) 8 a2056947zex-99_a14.txt COVER LETTER TO EPMPLOYEES IN THE NETHERLANDS ACCO Exhibit (a)(14) AMENDMENT TO TRANSACTION SYSTEMS ARCHITECTS, INC. OFFER TO EXCHANGE OPTIONS GRANTED UNDER THE ACI HOLDING, INC. 1994 STOCK OPTION PLAN AND THE TRANSACTION SYSTEMS ARCHITECTS, INC. 1996 STOCK OPTION PLAN AND 1999 STOCK OPTION PLAN FOR NEW OPTIONS THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., OMAHA, NEBRASKA TIME, ON AUGUST 28, 2001, UNLESS TRANSACTION SYSTEMS ARCHITECTS, INC. EXTENDS THE OFFER Dear Option Holder: As you are aware, Transaction Systems Architects, Inc. commenced its stock option exchange program on August 1, 2001. Today, important supplemental information concerning the Offer to Exchange, dated August 1, 2001 is being distributed to you. Please review this supplemental information. In addition, if you have not already done so, please review the Offer to Exchange. If you decide to tender options pursuant to the Offer to Exchange, you must properly complete, sign, and submit the related Acceptance Letter for receipt by us NO LATER THAN 11:59 P.M., Omaha, Nebraska time, TUESDAY, AUGUST 28, 2001, by external mail. DELIVERY BY FACSIMILE, E-MAIL, OR ANY FORM OF INTEROFFICE MAIL WILL NOT BE ACCEPTED. Offers to eligible employees in The Netherlands to participate in the stock option exchange program were accompanied by the principle Offer to Exchange document and supplementary document entitled "Addendum for Employees in The Netherlands". If you are eligible to participate in the stock option exchange program and wish to participate, you will need to complete the Acceptance Letter attached to the Offer to Exchange. You should direct any questions about the offer or requests for assistance or additional copies of the Offer to Exchange or the Acceptance Letter to: Eric Nipp Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 Telephone No.: (402) 778-1911 E-mail Address: nippe@tsain.com To tender your options for exchange, properly complete and sign the Acceptance Letter in accordance with instructions, and send the Acceptance Letter and any other required documents to us by external mail to: Mary Ramsdell Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 We recommend that you use a courier service or registered mail with return receipt requested. Delivery by facsimile, e-mail, or any form of interoffice mail with NOT be accepted. Transaction Systems Architects, Inc. August 13, 2001 EX-99.A(15) 9 a2056947zex-99_a15.txt EXHIBIT 99(A)(15) Exhibit (a)(15) Date: , August , 2001 To: Option Holders Subject: Stock Option Exchange Program Offer Expiration Date Approaches! Just a reminder to eligible employees and eligible directors who are considering participating in the stock option exchange program that the executed Acceptance Letter must be received by external mail NO LATER THAN 11:59 P.M., Omaha, Nebraska time, on Tuesday, August 28, 2001. Remember, once the offer expires, there will NOT be any other opportunity to submit an acceptance or a withdrawal in connection with the stock option exchange program. The program was described in the Offer to Exchange dated August 1, 2001 that was distributed to each eligible employee and eligible director. Also, for those eligible employees located in Australia, Canada, Singapore and The Netherlands, the Offer to Exchange was accompanied by supplementary documents entitled "Addendum for Employees in Australia", "Addendum for Employees in Canada", "Addendum for Employees in Singapore", and "Addendum for Employees in The Netherlands", respectively. For more information on the stock option exchange program, refer to the package of materials you received by e-mail or regular mail or contact the following person: Eric Nipp Transaction Systems Architects, Inc. 224 South 108th Avenue Omaha, Nebraska 68154 Telephone No: (402) 778-1911 E-mail Address: nippe@tsainc.com -----END PRIVACY-ENHANCED MESSAGE-----