sc13dza

0000950123-11-026012.txt : 20110316 0000950123-11-026012.hdr.sgml : 20110316 20110316171316 ACCESSION NUMBER: 0000950123-11-026012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110316 DATE AS OF CHANGE: 20110316 GROUP MEMBERS: ARCADIA CAPITAL ADVISORS, LLC GROUP MEMBERS: M.D. SASS FINSTRAT ARCADIA CAPITAL HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEARUSA INC CENTRAL INDEX KEY: 0000821536 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 222748248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41877 FILM NUMBER: 11692755 BUSINESS ADDRESS: STREET 1: 1250 NORTHPOINT PARKWAY CITY: WEST PALM BEACH STATE: FL ZIP: 33407 BUSINESS PHONE: 5614788770 MAIL ADDRESS: STREET 1: 1250 NORTHPOINT PARKWAY CITY: WEST PALM BEACH STATE: FL ZIP: 33407 FORMER COMPANY: FORMER CONFORMED NAME: HEARX LTD DATE OF NAME CHANGE: 19950808 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arcadia Opportunity Master Fund, LTD CENTRAL INDEX KEY: 0001479796 IRS NUMBER: 980592016 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 175 GREAT NECK ROAD STREET 2: STE 406 CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 516-466-5258 MAIL ADDRESS: STREET 1: 175 GREAT NECK ROAD STREET 2: STE 406 CITY: GREAT NECK STATE: NY ZIP: 11021 SC 13D/A 1 b85605sc13dza.htm SC 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 1)*

HearUSA, Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

422360305

(CUSIP Number)

Arcadia Capital Advisors, LLC
175 Great Neck Road, Suite 406
Great Neck, NY 11021
Attention: Richard Rofé
Tel: 516.466.5258

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 15, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		422360305		Page		2		of		9

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Arcadia Opportunity Master Fund, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,000,000*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

3,000,000*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000,000*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%*

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Represents the shares held directly by the Fund as of March 16, 2011.


CUSIP No.		422360305		Page		3		of		9

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Arcadia Capital Advisors, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,000,000*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

3,000,000*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000,000*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%*

TYPE OF REPORTING PERSON

* Represents the shares held directly by the Fund as of March 16, 2011.


CUSIP No.		422360305		Page		4		of		9

NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

M.D. Sass FinStrat Arcadia Capital Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS

CHECK IF BOX DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,000,000*

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

3,000,000*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000,000*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.6%*

TYPE OF REPORTING PERSON

* Represents the shares held directly by the Fund as of March 16, 2011.

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the beneficial ownership of common stock, par value $0.10 per share (the “Common Stock”), of HearUSA, Inc., a Delaware corporation (the “Company” or the “Issuer”). This Amendment No. 1 supplements Items 4 and 7, and amends and restates in their entirety Items 3 and 5, of the Schedule 13D previously filed on March 4, 2011 (the “Original Schedule 13D”).

ITEM 3. Source and Amount of Funds or Other Consideration

The funds used by the Fund to acquire the 3,000,000 shares of Common Stock reported herein were from working capital of the Fund, and the amount of funds totaled in the aggregate approximately $2,343,738.

ITEM 4. Purpose of Transaction.

On March 16, 2011, the Fund released an open letter to the shareholders of the Company. The complete text of the letter is attached hereto as Exhibit 2.

Page 5 of 9 pages

ITEM 5. Interest in Securities of the Issuer.

(a) As of March 16, 2011, the date of the filing of this Statement, the Fund directly owns 3,000,000 shares of Common Stock, representing 6.6% of all of the Issuer’s outstanding Common Stock (the Investment Manager and the Managing Member may each be deemed to beneficially own the shares of Common Stock directly owned by the Fund; each disclaims beneficial ownership of such shares).

The foregoing percentage is based on 45,447,433 shares of Common Stock outstanding as of November 5, 2010, as reported on the Issuer’s Form 10-Q filed on November 9, 2010.

(b) The Reporting Persons have shared power (with each other and not with any third party), to vote or direct the vote of and to dispose or direct the disposition of the 3,000,000 shares of Common Stock directly owned by the Fund.

(c) Except as set forth on Schedule I hereto, no transactions in the Common Stock have been effected by the Reporting Persons or, to the knowledge of the Reporting Persons, the Directors and Officers, since the filing of the Original Schedule 13D on March 4, 2011.

(d) Not applicable.

(e) Not applicable.

ITEM 7. Material to be Filed as Exhibits.


Exhibit No.		Document

2.		Open Letter to Shareholders of HearUSA, Inc. dated March 16, 2011.

Page 6 of 9 pages

SIGNATURE

After reasonable 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.

Dated: March 16, 2011


	RICHARD ROFÉ ARCADIA CAPITAL ADVISORS, LLC ARCADIA OPPORTUNITY MASTER FUND, LTD.
	By:	/s/ Richard Rofé
		Richard Rofé as Managing Director of the
		Investment Manager (for itself and on behalf of the Fund)


	M.D. SASS FINSTRAT ARCADIA CAPITAL HOLDINGS, LLC
	By:	/s/ Phil Sivin
		Phil Sivin, Authorized Signatory

Page 7 of 9 pages

SCHEDULE I

The following Reporting Persons effected the following transactions since the filing of the Original Schedule 13D on March 4, 2011, all on the open market:

Arcadia Opportunity Master Fund, Ltd.


		Number of		Price
Date	Buy/Sell	Shares		per Share
3/16/11	Buy		220,426	$	0.567
3/15/11	Buy		10,600	$	0.52
3/14/11	Buy		1,820	$	0.55
3/11/11	Buy		17,154	$	0.551
3/10/11	Buy		236,095	$	0.594
3/9/11	Buy		13,905	$	0.55
3/8/11	Buy		177,964	$	0.548
3/7/11	Buy		250	$	0.52
3/3/11	Buy		1,700	$	0.53

Page 8 of 9 pages

EXHIBIT INDEX


Exhibit No.		Document
2.		Open Letter to Shareholders of HearUSA, Inc. dated March 16, 2011.

Page 9 of 9 pages

EX-99.2 2 b85605exv99w2.htm EX-99.2 exv99w2

Exhibit 2

HearUSA, Inc.
1250 Northpoint Parkway
West Palm Beach, Florida 33407

March 16, 2011

OPEN LETTER TO SHAREHOLDERS OF HEARUSA, INC.

Arcadia Capital Advisors, LLC, through its affiliated funds (“Arcadia” or “we”), is the beneficial owner of Common Stock of HearUSA, Inc. (“HearUSA”, or the “Company”) (AMEX: EAR), and is among the top five shareholders of the Company. We issued open letters on February 1, 2011, and on March 9, 2011, highlighting our concerns with the actions of Siemens Hearing Instruments, Inc. (“Siemens”). We indicated in our letter that we believed Siemens is not being a good partner to HearUSA and that Siemens’ actions intended to manipulate the share price of HearUSA. Specifically, we commented upon the misleading information and potential motivation for Siemens’ 13D SEC filing on January 18, 2011. We also pointed out questionable behavior as revealed by HearUSA’s February 3, 2011 lawsuit, filed against Siemens. Now, we would like to bring to shareholders’ attention another development, which further validates our perspective regarding Siemens’ actions.

We reached out to Siemens Hearing Aid division, at their headquarters in Piscataway, New Jersey, through their main office telephone number at (732) 562-6600. We were informed by Siemens that Mr. Brian Kinnerk (“Kinnerk”), the Chief Executive Officer of Siemens Hearing Instruments in the Americas, is “no longer with the company.” We were surprised, as we had not seen a press release from Siemens announcing this departure. We visited the Siemens website (link provided below) to verify this news, and discovered that Kinnerk’s profile had been removed from the website and there is still no official communication from the company. This suggests to us that Siemens AG, the corporate parent of Siemens Hearing Instruments, might finally be viewing the situation as we do. From our perspective, the recent predatory strategy of the Siemens Hearing Aid division required a change in management. At this time, we urge Siemens to take two further actions:

	1)		Release an amendment to their 13D, updating HearUSA shareholders on their intentions; and

	2)		Improve its business practices to be a genuine partner in the growth of HearUSA.

Update to 13D Filing

A removal of the CEO would suggest that Siemens AG realized that the actions of the Hearing Aid division were inconsistent with reasonable corporate behavior and likely harmed an important relationship with a loyal business partner. We note that Kinnerk’s unceremonious departure was not accompanied by any press release or an announcement on the part of Siemens, even though his hiring a year ago on January 19, 2010, was announced with a formal press release. Such a drastic action also likely indicates that the corporate parent believes a change in strategy is long overdue. We believe that a change in strategy by Siemens should be communicated to other HearUSA shareholders in a timely manner, in the form of an update to the Siemens’ 13D SEC filing. Siemens can correct what we believe to be a hostile tone and negative intentions in the original 13D filing

PAGE 2

from January 2011. We urge Siemens to release an amendment to their 13D, if there indeed is a change in how they plan to treat HearUSA.

Furthermore, we see that Mr. Nicolau Gaeta, the Chief Financial Officer of Siemens Hearings Instruments, remains on the website and with Siemens. As indicated in the exhibits of the ongoing court case and illustrated by our March 9, 2011 letter, Mr. Nicolau Gaeta was the Siemens executive who provided approval of the transaction structure in the sale of HearUSA’s Canadian operations, Helix Hearing Care of America Corporation. From his continuing role as CFO, we surmise that Siemens realized the original transaction was correct as it stands and that the Siemens’ claim for payment has no merit. Mr. Nicolau Gaeta’s communications appear collaborative and consistent with maintaining a cordial relationship with its partner, HearUSA. The hostile and manipulative approach, evidenced in the Siemens’ 13D, seems to stem from a renegade CEO, which destroyed value to the HearUSA shareholders and likely caused significant disruptions in our business. The personnel actions taken by Siemens leads us to believe Siemens reached the same conclusions, which is why Mr. Gaeta remains and Mr. Kinnerk is gone.

In our opinion, Siemens’ actions indicate they share our belief that it is not in their best interest to pursue a strategy of attacking a business partner in such a malicious manner, as they have against HearUSA. It is in Siemens’ best interest to put this debacle behind them. The sooner Siemens makes their plans apparent going forward, the better for all — HearUSA, HearUSA shareholders, Siemens hearing aid users, and the Siemens Hearing Aid division.

BE A GOOD BUSINESS PARTNER

The path to ensuring a successful future for the Siemens Hearing Aid division would include improving their dealings with their loyal and lucrative business partner HearUSA. HearUSA and Siemens have historically been great business partners, before the arrival of Mr. Brian Kinnerk, and we urge Siemens to return to that path. We are quickly approaching the 10-year anniversary of when Siemens’ President Paul Erickson and HearUSA’s Stephen J. Hansbrough, then President and COO, signed a letter of intent on April 23, 2001, “[forming] a marketing and promotional alliance in the United States.” Though the recent actions by Siemens have harmed this longstanding relationship, we believe that Siemens can and should take immediate action to repair it.

In our view, there is tremendous opportunity for growth in near future, with the exciting AARP partnership, opportunities with a growing, aging population, and potential new managed care provider relationships. We are sure that Siemens would agree it is in their best interest to protect the distribution channels that HearUSA provides them, and the revenue stream and EBITDA that accompanies that distribution. We believe that Siemens recognized that their current actions, including their 13D filing and unreasonable and irrational payment demand stemming from a two-year old transaction, are not conducive to this goal, as the departure of the CEO suggests.

We urge Siemens to fully participate in the bright and prosperous future of HearUSA, either in a fair, outright acquisition at a price reflective of the value in our business, or by building a healthy, constructive relationship with HearUSA. In our opinion, Siemens is a natural buyer for HearUSA, either alone or in conjunction with another partner. HearUSA represents a sizable revenue and EBITDA stream to Siemens, and we see many benefits from the full integration of HearUSA operations with Siemens’ business. We urge Siemens to make a full and fair offer for the Company to consummate this relationship.

PAGE 3

If Siemens decides not to move down this natural path, then we ask that Siemens cease any actions that could harm its partner, and work constructively with HearUSA. Siemens should be taking all steps necessary to ensure that HearUSA is able to take full advantage of the near term opportunities, whether it be in the form of accessible financing, competitive hearing-aids, or marketing support.

Siemens has begun to mend ways, but there is much work left to be done. As one of HearUSA’s largest shareholder, we look forward to working constructively with Siemens and HearUSA, to drive shareholder value and provide the best service possible for HearUSA’s hearing aid clients.

Respectfully,

Richard S. Rofé, Managing Director
Arcadia Capital Advisors, LLC

Link to Management Profiles of Siemens Hearing Instruments:
http://www.medical.siemens.com/webapp/wcs/stores/servlet/CategoryDisplay~q_catalogId~e-201~a_categoryId~e1028666~a_catTree~e100005,1028666~a_langId~e-201~a_storeId~e10001.htm

DISCLAIMER

The analyses and conclusions of Arcadia contained in this letter are based on publicly available information. Arcadia recognizes that there may be confidential or otherwise non-public information in the possession of the companies discussed in this letter that could lead these companies or others to disagree with Arcadia’s conclusions.

The analyses provided may include certain statements, assumptions, estimates and projections prepared with respect to, among other things, the historical and anticipated operating performance of the companies. Such statements, assumptions, estimates, and projections reflect various assumptions by Arcadia concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. No representations express or implied, are made as to the accuracy or completeness of such statements, assumptions, estimates or projections or with respect to any other materials herein. Actual results may vary materially from the estimates and projected results contained herein, and no decision or action should be made relying solely on information herein or the accuracy thereof. Arcadia disclaims any obligation to update this letter.

Funds managed by Arcadia and/or its affiliates own HearUSA common stock as of the date of this letter. Arcadia manages funds that are in the business of actively trading — buying and selling - securities and other financial instruments. Arcadia has, and in the future may, change its investment position in HearUSA and possibly increase, decrease, dispose of, or change the form of its investment for any or no reason.

This letter should not be considered a recommendation to buy, sell, or hold any investment. In addition, this letter is neither an offer to purchase nor a solicitation of an offer to sell any securities of the companies. This letter is not a solicitation of proxies. Arcadia and its affiliates retain the right to vote on any matters relating to each or any of the companies discussed herein including, without limitation, for or against any transaction.

GRAPHIC 3 b85605b8560501.gif GRAPHIC begin 644 b85605b8560501.gif M1TE&.#EA20%)`/<``,'%S5%HA=78W?KZ^X&*G.[N\*RTP=W@Y#)+;'6%FJ6Z MU//V^EEKA.3FZ4QA?:JQO??X^#AY4):>?O\_+W!RG2!EJ6M MNJ*HM>/DZ,W1V$QC@=S=XKJBNN='6W1M, MC)6AL;6^R8..H(V5I?[^_G%^DDA=>HV8J69UC9&:J296DK2XP6MXCIFBL8F4 MI1GJ[=C;X"Q&:7B#E>WQ]KB^R)6=J]#2V(F1H8F5J/W]_FEUBP`V?D19=FI] ME9VFM)*=K;6ZQ*6NO,K0V[U9&8I\W9Z&)TC>GN]6!QB;O` MR:"GM*[!V%V!K[W%T-K=XKW-X,G,T[:\QNOL[\C5Y;[#S8*1IMC:W[K!S&=X MD,[4W,3(S[C)W3IEG"]):VU\D=C=XYJQSF^`EZZTOIZHMJJONFQZCYRHN,S8 MYXV:K(B3I-S>X^+DYX&>P<;,U+"XPY"IR;"UO]?A[39-;9RCL**YTH.0HYB? MK,+*U!TZ8,O/U7V'FF=TBCQ2<:>PO-GY$!7=I";K.[R]\G/V-[F M[]S>XF9SB6-PAYJCLF!NA3I0;]/8WY*?L/W^_J*LN<''T&!SC(R4I).:J+;' MW'>(GHJ8JBI$9Z&MO6-VD*NQO&I[DT=:=I*CI[.KK[O/T]>KK[?;V]^GK[N?IZ]/6VX^=L,C.UXR3H:^XQ,3*TSI3#H\L[3VL7,UNOP]F]YCJBSPJN_UZ2Z MU,#/X8^7IJ"WT7^,H/___R'Y!```````+`````!)`4D```C_`/\)'$BPH,&# M"!,J7,BPH<.'$"-*G$BQHL6+&#-JW,BQH\>/($.*'$FRI,F3*%.J7,ERI05Y MW5K*G$FSILV4V5+4N\FSI\^?0`OFW!FTJ-&C+7DH7O8,,"]2JVK-FS)\FB7P,+YAEBQHR%@`2M(2ET MVQB+#.$G'R"&B0N^$67-0LE-( M!UX<86"Z@H>%$HJ<6;5PF$&::151&)'^HD=H7 M;#!Q1`X6<>;90-VDIA`2QDS'D`49[!$$?0BYLX4/W)F&VDP%1'*$#C(@Y($N ML=BB4`D9P'#'!@*14,<9C@Q0T@*(Z(."7W8,1`;-`.PPL@"=1-O)`!D,Q`$``Q2``:A=-I$`%%,@$0!#>G*:T*^`GN0 M.S#$@@-"LI@8DBI\*$!(&O\L4`H4851)%$(#,!'!/T4#@%`4I@`4X`@4X* MT5JO?D4V;&!#%BR!@!,4P(<"::,%6"B%/>2FD$<083V]L,09%I4D%EC"$AHH M`#[HX0X')$(@#9@"`]PQ"CF,[1\Y.,(/_TW`@#H<#P<1^@<%](`-!C3@']W( MPA8$$@\I'H0`*EM(-V`PQ7],PHHGV-XL!&`! M-AQ0`:_]HWK>X\0I!+*+(VR)(!S@@M>RH8P[T>`(M?K'+YCQ#PNX8PZ<*-H2()@0"7*-@J;:@Q>0 MP)(P<-`)JN!!"[K0!4H82BB7*LAWNIBC(XC+3`[@`@<&8@H$$*R1!SB$!2!0 MC`;](P]'^(%`#'"-%0RD2Q(B0P!&UT@\Y,N+1SC!0::0184,P`SG?$0Z!3*+ M,URA3'0X@A&OV?_&?R!/>?\H@PT(]H8`S'(@>!R(-]JP'`ZL0AGK$4@V=.`# M&-EI.3:X1@\L=X=2_>,8)XCD/T[@`W((9`2=6L$JCOD/$_A`%[_XQP16\0<8 M`<$!,;&`+&+"$%M`W#HBA`<0(`0'TT8)2G0!"E@`1741 M\@5/`(<@G3B"&"HFWGP6`48;(`<)Y%`$@=2C_[T,V,,DXLL%(0F$OJ[=PQT` M-($"%Z0$"#C"$P_2J0T8"4!(*/"!!T(!!^R"P8G])YL&$`2`5ABA&#:(('1@ MJ&UDX1K+Z2$TGOF/.B"`I1"0!A=,$HOJY:U`B&:![)JA#?L8`_I(,@:+MCC M'\>:!Q;X``R.D,KA!A;(^5,R060``0A0XP@I^(N3.@(!1DR9#_H`12:<6H@1 M=B68/WM101H@2OJ$%Z:7R0("#*"T;<2#`@9`GT!@T5X=$)`^73)&F?!L!VS< M\!_Z1<@#]N"*B!*D#.*R@P_^30)%._D?#OWC82/=`72;H`(=Z)$%+GUAA(3C M#S$M"!&.P..`#GD"9?\2119,09`O9L`%AG*Q0-1`'Q.L`P8#2,01'KW)2`0` M'#TN[$`F0313K$(';7H&<0ORB%)M')8#L<`%V.2!,ZB#8@8A!UIT/ M*'@;%F)PC"T;A`*:,*DP'1"DD97!!^I0^S\D\(P@`624`L?T`$62?!$;#]!GR\XP`MJ]>?_ M,U8A"`"5XP$%>$,!'""&-WPA$MBPPA<&,`$&-.(-F[,$`V"D`UOTJ`DPD"8' M,`9"9JL`;Y\@9)``.:8`KG!`$-\`%/ M0"4:H2Q?UP(H$`-8I@`'8ET"P0%3D`6:D!D#X0Z?<#[0D``YD`![L`?4L$P" M,0Z:L`K^)0SKT0`8D"5U(`LT8@L08`$:<`$<`*?,`$7,&WNH`E=B`-5)X8&M@>7L`8GH`5N M,"(`,&RZP&XRM0IGT`X08`>P%06_4`19$`FC4`]P_Y@%[`!!V0`/J[`*;M`= M_U`/["0G:3(`@N`%1\`%R+`&#)`!YR00#[!@!"$,7A`+#"`%_V``;L`*H5`% M:X!UI(`+,,`"QD`#L*@_86,)>F`B8D``@W`"1D`'/0(`7D`,B300^,`"0N@` MEW55*:`+8S``)S`&YB$-5W55FD`,8D`?;T`!SN`)EW!5LM`(UD1M7Y"`)V3``F"``S_0& M$E`/'"`#,G``!%,"]+!=A58/#FD!-H`)TW80;R`#AZ!=DE``AM(-'*D-'@F2 M!F8)BM"(`B!<%+!=+FD!`O\@"9VB#690#S$A`7A0!F^P`=M%#]US/#:@7;U0 M&@-!E-OE,__P!IA0#R3P!65@`K\D`^TH$$FI74@B`U]P`.8@"_( M!\WE5"I0*?:H&@FQ:(Z)$0,P"'-F%A8`"H>9#[P@7?D@+5(5F0@!F:!9$6Q0 M`V8C%LUUF,W`"TZ%!?O0$-3BF%\`"=@P+(8PFA1!#JUU%HR@#X>)"/-0"%C6 M+"N(FP6Q#=]X5<8)F@O0#(?)!XP@`L()!8S9F,MYG<:)`OEPF/K@"ZV`!2'D MF9__N1#N$)(+\09F4`PR(`E((EA;21$ET`MEP`/C4`_[B`<-T(_U(`E;AY-X ML`A;QQ#_>)_F)1+4M%V2,)@8(0[%$%%OX`UX0`JG2!(R0`+F0`KB\`_>L%TF M((+B4`]&Z4]3J8_'LP%X8`:"B1':L`_/J0\0@`K@B0H.$9O5$@E'N1"=H`7M M,`PN<`ZHD@&\H@GM&76_8&0)L0W,8`RA8`$'P`6#!@%:L`4F@`,_4`_.@`$$ M<06L8`HT('<-(0].RAM16J`7\05B8`4'`0$/4*7U0``%(*04`:<$T00[`'3_ MT`#,H`8UL`3_<`!DNFR_H*`#40Q1LQ`>P`!T(`4UP`H:_UH-=Y`#P+`(XR8- MH=`C`]`(,%`,]*$%FF`%&0`,@AH1J`.VF`#9D`*%G`+ M!&FL]0!!3:"M_Z`-W*H-;R``9I"@;]"(#>(.'&`&%&`&@>(.^2(#O3`*#3"5 MX'``'^H.%D`*YM``9?(&5S`.CR`+;."L94`/$A!-;V"LR%H&.AE-/,"0]5`" MQ)H-(DL"V6`.=?!,>*`)X+`-2/^P`FX@!?70`(=0`"4@":1@`]O`"<+P!1+` M`0/UJ]I%"L4`D@S)GS(@D65"`K#V#[!:KW!0`F\`!U`Y$`5@!,LE$!.06!80 M!-1`,=RP!AAA`?MP;5]'"!`@=H@PHZI:$+\P"5'P#V;@#S70#F[P3&:P#+A` M!"O@#'\@!1TP!RN@"Q>0#1H``3C`(!.@`W0``[,FI`#@#Y?0"+SQ"CK@#.D` M`%.@30)Q``3`*^ZP`VWP#Q!``ST"`2P@'@#7`[(P3;:@!?[P#@>``2=@!?00 M!7K@@P+1"*>K2*J;KVA0!]4@`YNF"1E`"LO@!K2@!4QP#V_`"8JP#32@`PFP M"7=0"QK_T`:)X`!2,`%:X`Q&0#3?X`HG<`G+%+D?H`F=4`0,(`.36[FR0`3S MRP`0,`)5H`FR$+GC<+\PT`!VH`;8J@5KL!Z[X``/X``[H`--XP\T,`44X`-U M4`"OX`A$(`M%\`R:X`"PP`()\`V-H`.;6P.:,(X"40<;9;?+,```X`!D:@;O MD%H6$`H\M0C@QUD8T77/R0>KB8)84(_%.217,`%JJPT]<`%;T"0"P0P7X(#@ MH`:0L`T[T`2D`#EFP"=#(`H%0`-I!@06H`--T`U@L`C,4)D`H`,%@`[E\`^7 MH%:),`T:8`&=@`MI@@3/\0\(*'<6L`G`0`\1P`\2D`K"B@8$_[,"8%P0%V#' M4F<$!B`!KV`";$``BT``)B`!3_`,R/`$U*`(FS`+W%`%IJ`$-%#*%/`(%2`` M)D`"+V`"._`!:N`*%=(`.R`%UH!C7ZP-+W`%']`!)B#&Y``$$!`,P-P!)!`^ M$B`!7QS&8VP!.Z!6Y3@+!O`].'`A&6`"3:`%!3`"1:`-#"`.3<`*VX`&([`& MX<`*:EL#!H#&%+#&FY`*!$$-740#`0`$L4@$,!`,R2">:D`#T[8-05`F9K!_ M&P$!AAG$^P`(5P8%Q'D04251=2L0[K`))Q`)F_`/LD`#7S`+&/0/Y&`$%J`! M2^H"I&##[B`,-'"]R2`./M``=Z`&`_]0!2.P#5,``1H`!"X``.OA)PU@`8,P MQ9H`(QK`!A@P`7A*`=>+P/\@"(%`'S*0#2RR`VOP>2\`BZ:[#18@"#N@#=%P M`L%U`4@]`2O`#!1P`1Z]"[8@!6/X#T&P#:;0`TC``DEPPN3P"@VP`2^0PQH@ M$$$@!J3@`"XP"`:8!*$04"50`C']"]="`U&4`0R``#N0``4X`G.@`2S;`0I(`M]8`):@`:D ML`/+I0TP``"_D`"'H`&5^0_+X%%]^M\&,`C<$``KH`3!P;P`IV``Y`_]`(B>`, ML.``XF(%5:`-`K"Z"+'%'Q8!&K`- M/A`/$-`-0Q"@$N$HF=D")H@"5U8*AS$0DB("E7`#P,2"!&$$`=`+Q1``<_`! MC?I>!MK.[=X.[ARP!.VY\YH0`!O0#9%`#FJ`)&]P`6,``,Q`"BQ0`Q"0 M[D:P#76<`%".#S_`#>4NI)]@[!/Z`?K!!!N0[@'P+P,`!A;&`=)0,Z'0]#6# MIMW@#P'@#P9'$1:P05ZG``H@`B@`"`OP!J``!:TP#S`2`LU`!3<0!UWPZQI! M"N2@`8+P"Z^@>1?!`8G0QT*J"IP+_W"!@T5!;@D8*[UBJX(#!KX@6ZNP:P)`'B5EC4DU86&/#OVUO M&EJP1>`?!4T.[@QXTV!)``IK>?H$*I3H/Z-(E3)U"I5AJ@K#)/S3LDY'ARQC MMC7!UH'@*'^L!F+6;"$=F"FC+`#X,X7AE-;!XX`0Y.++)Z..PQ)0<"K\EL+(M$+^( M$%@XZKI0FQMD`P"09<@-5_F%)(BXW81,`I%'XW;$<\ZPN*!LDEL.(@N:(P@Z MZ:BS#KN&+G#`#0@*&.()&?Y(Q8)M4I&!('JBT.R?#C5;1`=YY"G"G0FR,6*9 M?WY;K348&7I#A!M&DJVD0GBQ326'V'")($Z4T.83!FIP9Z`O6$!#H21\F,68 M:?Y@@(TFIE!'&`ZNB<2,YT:(I(@27OFJG2*UV:2#T&S)(8,*'A@H&V>,N8*! MX6.00,`@;R`=CC!B(`O$44,'1B8XH5O!BI@E6HV3'+)A.AQDIU..F"@ MFRJOS'+++K\,<\PRSTQSS385NB"1>W;99H0CNW$`$@T@4&B(#__!]I]>,"B@ M`!@($J2Z?^YX,<88>4BC!16$L/%&$(2@1*V%4H+(QX3HH8:87E[()@D*;/FA MAJ#>="8`.=08J(UIN'E!$%F0N.`$"H!QIXA!_[GDB%D(VD8,&!+8YI<$LMF$ M``&\0(*"#@9`@QH6_O#_YA\+)BAC"`(&2"$O'$X(!@`)X-CWGP;.6.7(@`?^ MI^`3:DC8`P9PT<4%)"*>V)F*+\YXXXX_#GGDDD]..:$+V.#`-&@'H@.&21;: M=J!M#9%LFPH(VB3RVQ["ER!^CAR(C7-4OF2@6Z9@ M885[_O%@CGKJ*<8"-J(@(AR^#V3#@@<2.*>`2.#I/8<$"+*%@67^^@=.?*BA M82`X9/D'G2*T^0",$T8(&IV>&ZBG@80LD"<0-RAP)ANN_W$:Z@%T>:`>$K3Y MQP1E!,`+"!"#/TIU*@8@X1_62,9`WB`)`:@%3K/[1^U80('<`8`(O\Z(WD.E5;R&)&\`FII`*UY'@'J.07+:VU:UOA>L?VIA&JSKW M.=98P!>H(-V-;I"/8SC$7@_Y0`!X,)!'X(!>;XA`)P@R"2XT8@`E2(`M'@&' M%FGB$&_8A@&6L30X@2,;`YG$!P82"5I(``,9L(`$TO$';0Q`!G=`!Q`4\1(4@3C"!0,C`%M(0!T/40X)_`&`*2$A``>*!%"\\ M`FK>&(8MM@@?;;EE&DG(Q@O8\(('#&`'F&0(%AN1#2[:8A%@9(,#GH`:,Z+1 M&6IDHQO_`4-0C'_UHO8$(PHT6"$0D7#<*-/\,20#2AC#^8@%)(8P^7(T"#I@"EP30AJ]X`@9B M^`8K.H`!+'JA");0PD"F`H9/G2$0`E!&!_CQ#1U,00.1:,`+*M".2YQE(>J) M1P!HT81L).`2RYC%,[)0!1/`X`(<8$`'[/"%A-3O`'/PP14&<(LH=$`#J&Q? M07W0`67((@,,'8`M*B"-1QA@&#OP`0DPJE&.>A2D)!`I24V*4BZHE*6XR,X_ M.."%"I3J$$MPG0_.X`-K$83_`QW0!0`,2UD`6"`94YC"`4P`A`H$H`?:V``# M$-`+=F(D#2B@!!7B.1LLG*XA2TQM;6U[6]Q2Y`!1R6UO)\*#?10B-J\ER0VZ M(`+_082VOF5N\XR4O.Q+A.T!%%P%M>^,97OO.ER#&H8*.1Q$&_^P4!%5`A`N]:Y+WT)7"!#3S> M8Z`B!J5002840(@6[",,*`@'1P9\8`QG6,,;3LB%.?QA$(-;7SC%JL8QSOF,7UUW&,@!YFZ/Q9RD8U\V]&P ;[\A+%69RDYW\9"A'6