0000950123-11-077991.txt : 20110816 0000950123-11-077991.hdr.sgml : 20110816 20110816170931 ACCESSION NUMBER: 0000950123-11-077991 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110815 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110816 DATE AS OF CHANGE: 20110816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLAGSTAR BANCORP INC CENTRAL INDEX KEY: 0001033012 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 383150651 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16577 FILM NUMBER: 111040678 BUSINESS ADDRESS: STREET 1: 5151 CORPORATE DRIVE CITY: TROY STATE: MI ZIP: 48098-2639 BUSINESS PHONE: 248-312-2000 MAIL ADDRESS: STREET 1: 5151 CORPORATE DRIVE CITY: TROY STATE: MI ZIP: 48098-2639 8-K 1 k50656e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 15, 2011
Flagstar Bancorp, Inc.
(Exact name of registrant as specified in its charter)
         
Michigan
(State or other jurisdiction of
incorporation)
  1-16577
(Commission File
Number)
  38-3150651
(I.R.S. Employer
Identification No.)
     
5151 Corporate Drive, Troy, Michigan
(Address of principal executive offices)
  48098
(Zip Code)
(248) 312-2000
(Registrant’s telephone number, including area code)
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.01   Entry into a Material Definitive Agreement.
On August 15, 2011, Flagstar Bank, FSB (the “Bank”), the wholly owned savings bank subsidiary of Flagstar Bancorp, Inc. (the “Company”), entered into an agreement for the sale of its Indiana retail bank branch franchise to First Financial Bank, N.A. (the “First Financial”), a wholly owned subsidiary of First Financial Bancorp, Inc. Under the agreement, First Financial agreed to purchase the facilities or assume the leases associated with 22 branches in Indiana and to purchase the associated consumer and commercial deposits (approximately $327.9 million at June 30, 2011). First Financial has agreed to pay (i) a 7% premium for consumer and commercial deposits assumed in the transaction plus (ii) the net book value of the acquired real estate and fixed and other personal assets and to assume all current lease obligations with respect to the branches. First Financial will also acquire governmental and municipal deposits for zero premium. No loans are being acquired in connection with the transaction. In addition, First Financial will be assuming certain liabilities associated with the Indiana retail bank branch franchise.
The agreement includes customary representations, warranties, and covenants and customary indemnification, non-compete, non-solicitation and termination provisions. The agreement also includes customary closing conditions and is subject to regulatory approval. The transaction is anticipated to close during December 2011. In addition, the Company agreed to be subject to the agreement’s restrictions on competition, solicitation and exclusive dealing.
Item 7.01   Regulation FD Disclosure
On August 16, 2011, the Company issued a press release announcing the sale of its Indiana retail bank branch franchise to First Financial. The text of the press release is included as Exhibit 99.1 to this report.
The information in this Item 7.01, including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.
Matters discussed in this Current Report on Form 8-K contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties, including but not limited to the risk that, because of business, economic or market conditions or for any other reasons within or outside of the Company’s discretion, the sale of branches may not be consummated, the trends may not continue or the preliminary results may not be reflective of actual results for the quarter. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing risks and uncertainties are not exclusive.
Item 9.01   Financial Statements and Exhibits
     (d) The following exhibits are being furnished herewith:
         
Exhibit No.   Exhibit Description
  99.1    
Press release of Flagstar Bancorp, Inc. dated August 16, 2011

 


 

SIGNATURE
     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.
         
  FLAGSTAR BANCORP, INC.
 
 
Dated: August 16, 2011  By:   /s/ Paul D. Borja    
    Paul D. Borja   
    Executive Vice-President and Chief Financial Officer   
 

 

EX-99.1 2 k50656exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
     
(Flagstar)
(FBCNYSE)
  NEWS RELEASE
For more information, contact:
Paul D. Borja
Executive Vice President / CFO
Bradley T. Howes
Investor Relations Officer
(248) 312-2000

FOR IMMEDIATE RELEASE
Flagstar Announces Agreement to Divest Indiana Bank Franchise and Improvement in Third Quarter
Trends
Indiana agreement provides attractive opportunity to reinvest capital to grow core markets
TROY, Mich., Aug. 16, 2011—Flagstar Bancorp (NYSE:FBC) today announced that it has signed a definitive agreement to divest its 22-branch retail bank franchise in Indiana to First Financial Bancorp (Nasdaq:FFBC) for a consideration equal to a 7 percent premium based on the actual level of consumer and commercial deposits at closing. Based on $327.9 million of consumer and commercial deposits at June 30, 2011, the consummated transaction would result in a one-time gain of approximately $23 million.
Under the agreement, First Financial will also acquire Flagstar’s government and municipal deposits, which were $197.9 million at June 30, 2011, for zero premium or discount. No loans will be transferred in the transaction as they are traditionally originated through Flagstar’s other channels and therefore will stay with Flagstar. First Financial will pay net book value on all real estate and personal assets of the bank branches and will assume the existing leases on 14 of the branches. Accordingly, Flagstar expects to incur minimal associated employee, contract or systems-related costs as a result of consummating this transaction.
The average aggregate retail deposits per branch in Indiana are approximately $15 million, of which approximately 52 percent are comprised of certificates of deposits. At June 30, 2010, the Indiana retail bank franchise held 1.11 percent of the total deposits within our Indiana markets, while operating 3.45 percent of all branches in that area. The transaction is expected to close in December 2011, subject to customary closing conditions, including regulatory approvals.
“With this transaction, we can now focus our resources on the markets where we see the greatest return and growth potential, namely, our Michigan retail and commercial banking divisions and our New England commercial banking operations,” said Joseph P. Campanelli, chairman and chief executive officer of Flagstar Bancorp. “We’ve invested significant resources in transforming Flagstar into a full-service commercial bank, and our ultimate goal is to continue to grow our retail and commercial lines of business to complement our strong market presence in national mortgage banking.

 


 

“Successful retail bank franchises require market density, brand awareness, extensive product offerings, and an established reputation for exceptional customer service, all of which we have in Michigan,” Campanelli said. “That is why we are pursuing, on a selected basis, opportunities to expand our branch network into key markets in Michigan, including metro Detroit and West Michigan.”
Campanelli also provided a brief update on certain third quarter business results to date. “We are seeing an improvement in our core fundamentals and, so far, have experienced positive trends in several of our key business drivers during the first half of the third quarter,” he said. “Consistent with the overall mortgage industry, the current favorable rate environment has spurred refinancing activity and resulted in significant improvement in our mortgage business.
“For July, gain on loan sale income was approximately $20 million, or 113 basis points, well above the pace we experienced in the first six months of 2011. Mortgage rate lock commitments were $2.9 billion in July, the highest level since the fourth quarter of 2010, with August locks already higher than July levels through just the first half of the month. Net interest margin at the bank level for July was 222 basis points, a 36 basis point increase from the second quarter 2011 level. Our three most significant sources of credit costs—provision for loan losses, secondary marketing reserve provision and asset resolution expense—decreased in the aggregate by over $11 million from the prior month level,” Campanelli said.
“While there can be no assurance that these trends will continue or that these preliminary results will be reflective of actual results for the quarter, we are encouraged by what we are seeing so far,” Campanelli said.
Flagstar Bancorp is a full-service financial services company, offering a range of products and services to consumers, businesses, and homeowners. With $12.7 billion in total assets at June 30, 2011, Flagstar is the largest publicly held savings bank headquartered in the Midwest. As of June 30, 2011, Flagstar operated 162 branches in Michigan, Indiana, and Georgia, and it subsequently entered into agreements to sell or lease its 27 branches located in Georgia and the branches located in Indiana as discussed above. Flagstar also operated, at June 30, 2011, 30 home loan centers in 15 states, and a total of four commercial banking offices in Massachusetts, Connecticut, and Rhode Island. Flagstar Bank originates loans nationwide and is one of the leading originators of residential mortgage loans. For more information, please visit flagstar.com.
Matters discussed in this release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve substantial risks and uncertainties, including but not limited to the risk that, because of business, economic or market conditions or for any other reasons within or outside of the Company’s discretion, the sale of branches may not be consummated, the trends may not continue or the preliminary results may not be reflective of actual results for the quarter. In addition to the risks and uncertainties identified above, reference is also made to other risks and uncertainties detailed in reports filed by the Company with the Securities and Exchange Commission. The Company cautions that the foregoing risks and uncertainties are not exclusive.
###

 

GRAPHIC 3 k50656k5065600.gif GRAPHIC begin 644 k50656k5065600.gif M1TE&.#EAP0!)`/<``,(()\01+\43,,88-<<:-\@A/22H.66H^:9IN>= MJ>BCKNFHL^NNN.RTONZZP^^_Q_#$R_')T//1U_35V_79WO;=X?CEZ/KL[OOP M\?WW]____P)P```"[``$"````````#X`/!+8O`0```$``SH`0U<`7$X`24\` M1%,`5W,`7',`>64`=#,`;5P`,G,`36T`:68`=&0`+FP`;``````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````!+:Q!@OZ)-S`A+:J!EGV````!4``)0`&@`"CMT` M&0`"C0```````1EC,````!AS,!+;B)$`70`!-0```!EGV`#+FA+:S)#I(!+; M6)#I()$B,/___Y$B*)%L=@```7@'K9%L/@```````!EGV!8`/)?NZ``````` M``@``)?LX)?NZ!+@N!+@N'@'K1+;`!+@LAEGV``````!-1+;@)#V7)#V80`! M-0```!EGV!+;7)%J&A+;Q)#I(``!-0``?A+;D("4,!+@>!+@?````!+;Q)#V M7)#V80```!+@?!+@>!+;H!EGV!+@2)#I(```````?A+;U("4,```?A+@?!+@ M6(#G22H.66H^:9IN>=J>BCKNFHL^NNN.RTONZZP^^_Q_#$R_') MT//1U_35V_79WO;=X?CEZ/KL[OOP\?WW]____P)P```"[``$"````````#X` M/!+8O`0```$``SH`0U<`7$X`24\`1%,`5W,`7',`>64`=#,`;5P`,G,`36T` M:68`=&0`+FP`;``````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````!+:Q!@OZ)-S M`A+:J!EGV````!4``)0`&@`"CMT`&0`"C0```````1EC,````!AS,!+;B)$` M70`!-0```!EGV`#+FA+:S)#I(!+;6)#I()$B,/___Y$B*)%L=@```7@'K9%L M/@```````!EGV!8`/)?NZ`````````@``)?LX)?NZ!+@N!+@N'@'K1+;`!+@ MLAEGV``````!-1+;@)#V7)#V80`!-0```!EGV!+;7)%J&A+;Q)#I(``!-0`` M?A+;D("4,!+@>!+@?````!+;Q)#V7)#V80```!+@?!+@>!+;H!EGV!+@2)#I M(```````?A+;U("4,```?A+@?!+@6(#G7%%$@`!"@IDT`&V#J3/@!@,^?0(,*M:!"IE"?+G(Y!>I`(&6V$"Y75?`8 M@VB-(YQR%3!`@.O7KP%4$+C@,='3.E$8F$L6!.Z")D+T==B!KH`,(Y(K7S[B M[8G=6[TB'+&APH0($294R`!B>,(2&RC^8*_@6R"*$^C3GV!LT(2'#!2N1Z!@ MH)12":HD-<-]`)52@@%-'!7!`!"<65`($+/X4@`/K)7#`CCP6 M,`%!*&S0P&Z;%>!`>:0!A5A0"!A(`@4)"+"9``A0$*(%!?#(HP$NA=#?3U]E M:($%&TR0%$,//+980QL\UB1!&!R@)%L^'6`601[(Z5-B`$`0@I1"S2:0!PG, MN9=/`EB0&6)U=290!048>M-/"9!`D`.;?=`!BU$9@)X#*#C@Y0@-.$0:6XXR M1,%CJ:H0P9[^C-ZTYD`C'A;5`!#X!U4'C]H8:U0"4$#BKS?-%BJLOT)&4*%[ M<3DL``JH,()E#D`P6V0+G1`I6[Y,"8$$=!C`#8$`)$JI@V%Z"JJ!6T`(IO73^4&6K4(&& M$W2[D%S$\GEN7FQYJH()\_XDP(EAT2U0FVQ)IP()4$<5[M9C(8#G`*"'/L"; M`KG+EL("C7!4`11*N5=28FLV0`(**%`I026`$.-".\@@A/Q8M6!`4;[RU M!(F\U[G?[A7:0!Z/M4'D_W$H4`G89X\]05,G9EE!(1QOO/4J$/Y?>;WOA4`& M);`'H42+^MX6>[$G]GRV&4`M%57/'49QQ8$I2\;HM``+W$DAI]J+X!IR@@JX MKD0F*`KG.F>IC6#N:TQ3%FUL\YT.4,`!,WF,6_#2MA$*Y`0L`]@)+E@O*D%@ M`R$:2/^B\[^$H(`Z%&B`GMB2`(&P<'G^+U&+<6!#1``X#04IA`K99*2!!R2@ M1N^Z260\M)=2#>2'-QE>`O=6)RL99(`EVAU!2(`!$$)Q:8XJ#EM(MQ$JEJ@# M(8BC'.4(@@A*ZX$W,=%`1@"!2,TIBF/Y7O.H1A`U.F]0^XK53Q!P0!503GWO M$T@('`#%IP`R*D)[C!4YTKV;>(Y-;F*/!C@U*;([X1"W@R@@KC+@`/T9"NP'4B5`$":U?#8N0\,I)-1&:&_ M`EB>C5R-+0I%"`H0BI)Q)B:=`DE?YQA3J[VD+2VA3,@).D"CKPWO:;PI2T$@ M&I6^J2!Z&F08;PHP2XV)4<2=,XE@<55(@%N6<42G5".8H MQ^&,`*&;1-Q>3)A4WK!1GX$TFYI@! MVM3E1P@(`!$#@+2?[J6;RDN,6P?RLRIZDRT<*NM8"/82D8[EI0MA9F*BI56` MW:<$"#W7.OF$S82>H)(^$9QB>S.0^BF1/"%@C%\30[H1*!58%'/^+"9?$K^; MW&\AIAU+:!ZY%P7\;8)1&XA=EV25_>JN+CG;Z%H12"9<1!:@Y;95+RZ3W M4-B4*19_%T28Z;6&-GQM37C5W:(.H"Z,?>HWY]J!ZSXV>/4ZE`$JND%&04L% M($AD75QS5[O5Y0"1O$@K42;&@Z3&GQ7$%`8KX-[_E:`V01&``W+'7``P%@6& MH2^\(%-.@HQK27H,[]@L`%RIC&"Z8T%=1E0L%!`WY)A",0![3`#C)N1A2H0A`P`'Z*5YV*&"6$UA@`0<`'0(:@(&^:ZH`K`WX&XR@P`0FB*%" M$$35$#CZICOM:81,4()X40#57-+ISNJ.-[9#0%`NNHU\\LYWLTD` M`2)-*0$5*+&^!XX;$W3`0@,"]7PT$%2"._SA$`]W"0X^G@=%_.*G.8$&&G#- M/2$@`A3&N,C^E:)<+.>++`O8[DM.\.N1#[P$9-97*16@\HR<``(M=WF\&\BR MUC0.@Y#A#T#&\CYT:\-@@@023,X"[E#2O"J61%$+DP3P`+D.W:)4^#L=)(QG!T2`NO. MM<1U]M5/%'#LNI/E!PGA*$H$P*`!0"D[H`0U,SR`HR)T'F*[K$X!``U[?P`&3K[U!60`$'QC:T"S^4()3)V`! M$Q!V1OA=9J!42>P8=D#K1]8BGS1`X"J0+`#"I1M+\M1L"SBPXU[4%Q!LB4L5 MX&\#<"8D,`%/M!:L\7&SQ&\'D$N(L@#E,0&LH6H@D&,5D&,^,0!),GB+)Q$: M@'=-P8.S M!">%1>H5'4F%3SE=&262$O)6*C@2'&#`U=J$"'P!JH*8=<)@3 M.L5-W1--P-:%,"@O4=@0F$5S'8@"'A`!6+8W;,B MAG*0YD-:+SG^A)8$69T"AQE@B8,%4[HE$,K(1A/!2#_F"5PV):_H7$+T#C&"39.61#!1"^A!48U04KSHP(I*166DI\F MPEL!$)E32`*+:!,"(&?PHBB)J3`7M6/[)&XA0'KE!Q0#X```AI$1BBCA$A97 M*!76R"LFUR1&L4@%$T([ABA)L2I,\R,VTS0$D5XR!D4#8([8!AX4``$+D`"R M=P`(H``0()(3`9:B(SJN&`%WXD`_,0`4<$L%L*0#<``4@`!+>FF640((8`!6 M6HN2M)Y!,0`+X%#B@@"F9P`4:C:Q5Z8VY8CCF)"T0Z0/)WSVR!#4ISW9HVLC MH`$8<'R+@VNXACUZBFOL(2$0@HE_0R8O.8<@'7"HW0$D]4AY\&E)3A9ZD)H1 <0V5)FQ2IEDH1'L!.E[JI$Z&9% GRAPHIC 4 k50656k5065601.gif GRAPHIC begin 644 k50656k5065601.gif M1TE&.#EA;P`[`/<```````D)"1`0$!H:&B`@("@H*#`P,#DY.4!`0$E)25!0 M4%E966%A86IJ:G)R("`@(J*BI&1D9F9F:&AH:FIJ;"PL+^_O\S,S-;6 MUMK:VN'AX>GIZ>_O[____P```````!+8P!+8K````````?@`X!H`1"01<"4> MG!+;2!EGV`)P```$#``$-````````#X`/!+8O/@```$``SH`0U<`7$X`24\` M1%,`5W,`7',`>64`=#,`;5P`,G,`36T`:68`=&0`+FP`;``````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````!+:Q!@OZ)-S`A+:J!EGV````!4``)0`&@`#S-T` M&0`#RP```````1EC,````!AS,!+;B)$`70`!-0```!EGV`#+FA+:S)#I(!+; M6)#I()$B,/___Y$B*)%L=@```7@*GI%L/@```````!EGV!8`/)?NZ``````` M``@``)?LX)?NZ!+@N!+@N'@*GA+;`!+@LAEGV``````!-1+;@)#V7)#V80`! M-0```!EGV!+;7)%J&A+;Q)#I(``!-0``?A+;D("4,!+@>!+@?````!+;Q)#V M7)#V80```!+@?!+@>!+;H!EGV!+@2)#I(```````?A+;U("4,```?A+@?!+@ M6(#G("`@(J*BI&1 MD9F9F:&AH:FIJ;"PL+^_O\S,S-;6UMK:VN'AX>GIZ>_O[____P```````!+8 MP!+8K````````?@`X!H`1"01<"4>G!+;2!EGV`)P```$#``$-````````#X` M/!+8O/@```$``SH`0U<`7$X`24\`1%,`5W,`7',`>64`=#,`;5P`,G,`36T` M:68`=&0`+FP`;``````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````!+:Q!@OZ)-S M`A+:J!EGV````!4``)0`&@`#S-T`&0`#RP```````1EC,````!AS,!+;B)$` M70`!-0```!EGV`#+FA+:S)#I(!+;6)#I()$B,/___Y$B*)%L=@```7@*GI%L M/@```````!EGV!8`/)?NZ`````````@``)?LX)?NZ!+@N!+@N'@*GA+;`!+@ MLAEGV``````!-1+;@)#V7)#V80`!-0```!EGV!+;7)%J&A+;Q)#I(``!-0`` M?A+;D("4,!+@>!+@?````!+;Q)#V7)#V80```!+@?!+@>!+;H!EGV!+@2)#I M(```````?A+;U("4,```?A+@?!+@6(#G`PA(]_/!OT&8("S M(`>B`!:4ME`9`=4-#@0`((!YX-B["C*`WFT[ZVC/IE&K'GA!N&X,K4L+E*"` M`03)O$&+5G#A8@:,`D_[3'!A0X8*#&3^"Y"P]()L``P,F&&"HB5@00887(`!3B4. M)Q!K/N7F@07G-6!0!QMP`-R,.8E&VD$]*K=`66UA4(!/""SIP00,.!`!=$QN MY*26V0DG95D6>+#!9B8J-1`'"@0@@)!A8;`FVI M^8!L`3R`9YT2W0GE80,@H(!,<`0TTH,!Y=#*ZDUH*+.H!!PL6 M)0`"Y!&T003^J9;%0*&B:L1!`S1%0":F#LSDZTP+0!!H01U8@*L!'B;P9:W, M+L0!CJ8V*^VT%'5PP0389JOMMMQVZ^VWX&K;4K,;,$#``.<.H"ZZ7ZW+KE?N MPNMNO.G26Z^]Y\Y%JZ@:D`7AOP`'+/#`LZ7)K`8*:%7`PEW9=1>("U<:P`&3 M5F9``L@N?,"'`W2X,(@&B,`!!;(MP!A8$30PP-'*%GO``A3$V>`%]47@0%RY9;#`VB51\*?^B58SJK)6 M8D4`E=<$`G"@!3UY2,`!_CG0`06X954JX@+4QR*.@UY@4J4G-_OW75]",/B6 M=C'`0;%+WZ55@Q-H95<"&ER0J[\&Y+AW`QU@<%CG!V-]EP0:B%X4X;))Y=(& M$BP(&0>0`P6[!A%(<,&4`!R0XX)9;H`U[RG['@#PP@-%O%8*B.5!!!(WV/Q/ ML&,`$LU_7?^3`AP4YQ/W5QL5P0;",RT;!1Z0`(M0HZ@+_&EYK0,*`C10`;O, MYTH%L)U/!J`4"'"N;W7ZW```6(%S>:D``TA3!>(2`I"P!G1:``".*R'&`S3YPX9@$:Z#BH" M&,`AH<)(HSA2*X^$D`\SZ"^">?*3GR1`(IEDDD%.ZI2H3*4J5\G*5KIR4E.1 M%@KXE<7%\E00:*<\ MC4;.#![F)WG^&4@"`="`JM!H)FFWO,5:=3WPV+)PK:D$J<"")K00#3Q@ MK9VYE5RV&LRY>F:@##((!18TT?HNX#&FZ\!;:1-7]JK7,QN=)#\%3&#U'%5W M$\SO@ND[3/\2\[I%@:]`*^PJ!R3@:(.!P,LLTQ;]A/)