CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Marshall T. Reynolds
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
1,817,615
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
1,817,615
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
6,067,742 [See ownership of Harrah & Reynolds Corporation, of which Mr. Reynolds is the sole stockholder and chief executive officer.]
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
53.7%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
The Harrah and Reynolds Corporation
|
I.R.S. Identification Nos. of above persons (entities only):
55-0140550
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
West Virginia
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
4,238,687
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
4,238,687
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
4,238,687
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
37.5%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
CO
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Glenn W. Wilcox, Sr.
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
125,390
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
125,390
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
125,390
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
1.1%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Phillip E. Cline
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
52,419
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
52,419
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
52,419
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.005%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Neal W. Scaggs
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
62,300
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
62,300
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
62,300
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.006%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Louis J. Akers
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
14,000
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
14,000
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
14,000
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.001%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Adam M. Reynolds
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
33,043
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
33,043
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
33,043
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.003%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
CUSIP No. 158520106
|
||||||
|
||||||
1.
|
Name of Reporting Person:
Justin T. Evans
|
I.R.S. Identification Nos. of above persons (entities only):
|
||||
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions):
|
|||||
(a)
|
o
|
|||||
(b)
|
x
|
|||||
|
||||||
3.
|
SEC Use Only:
|
|||||
|
||||||
4.
|
Source of Funds (See Instructions):
Not applicable
|
|||||
|
||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
|
|||||
|
||||||
6.
|
Citizenship or Place of Organization:
United States of America
|
|||||
|
||||||
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
|
||||||
7.
|
Sole Voting Power:
0
|
|||||
|
||||||
8.
|
Shared Voting Power:
0
|
|||||
|
||||||
9.
|
Sole Dispositive Power:
0
|
|||||
|
||||||
10.
|
Shared Dispositive Power:
0
|
|||||
|
||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
0
|
|||||
|
||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
|
|||||
|
||||||
13.
|
Percent of Class Represented by Amount in Row (11):
0.00%
|
|||||
|
||||||
14.
|
Type of Reporting Person (See Instructions):
IN
|
|||||
|
Reporting Person
|
Address
|
|
Marshall T. Reynolds
|
P.O. Box 4040
|
|
Huntington, WV 25729 | ||
The Harrah and Reynolds Corporation |
P.O. Box 4040
|
|
Huntington, WV 25729 | ||
Glenn W. Wilcox, Sr.
|
1705 BB&T Building
|
|
Asheville, NC 28801 | ||
Philip E. Cline
|
P.O. Box 119 | |
Huntington, WV 25706 | ||
Neal W. Scaggs
|
P.O. Box 1650 | |
Logan, WV 25601 | ||
Louis J. Akers |
P.O. Box 2968
|
|
Huntington, WV 25728
|
||
Justin T. Evans |
P.O. Box 2968
|
|
Huntington, WV 25728
|
||
Name of Beneficial Owner
|
Shares Beneficially Owned
|
Percentage of Class
|
Louis J. Akers
|
14,000
|
*
|
Philip E. Cline
|
52,419
|
*
|
Marshall T. Reynolds
|
10,910,396 (1) (2)
|
67.6%(2)
|
Neal W. Scaggs
|
62,300 (3)
|
*
|
Glenn W. Wilcox, Sr.
|
125,390
|
1.1%
|
Adam M. Reynolds(5) | 33,043 |
*
|
Justin T. Evans
|
-0-
|
*
|
All directors and executive officers as a group (7 persons)
|
11,197,548
|
69.2%(4)
|
(1)
|
Includes 4,238,687 shares owned by The Harrah and Reynolds Corporation and 2,440 shares owned by wife (with respect to which reporting person has no voting or investment power).
|
(2)
|
Also includes presently exercisable warrants owned by Mr. Reynolds to purchase shares of common stock equal to 30% of the then issued and outstanding common stock of the Company on a fully diluted, post-exercise basis. Based on the 11,299,528 shares of Company common stock currently issued and outstanding, exercise in full of the warrants would result in issuance of an additional 4,842,654 shares. The percent of class reflected above as owned by Mr. Reynolds includes common stock attributable to these warrants. Excluding the effect of the warrants, Mr. Reynolds beneficially owns 53.7% of currently outstanding common stock.
|
(3)
|
Joint voting and investment power shared with wife respect to 62,300 shares.
|
(4)
|
Giving effect to warrants. Excluding effect of warrants, percentage of class owned by all directors and executive officers is 55.9%.
|
(5)
|
Effective March 1, 2016 Adam M. Reynolds, age 33, was appointed President and Chief Executive Officer of Champion Industries, Inc. Mr. Adam Reynolds is succeeding his uncle, Marshall T. Reynolds, in this position. Mr. Marshall Reynolds will remain the Company's Chairman of the Board of Directors.
|
·
|
The proposed Preferred Series A shares would be non-voting shares.
|
·
|
The voting power for the election of directors and for all other voting purposes would be vested exclusively in the holders of the Class A common shares and, except as otherwise required by law, the holders of the proposed Preferred Series A shares would not have any voting power or be entitled to receive any notice of meetings of shareholders.
|
·
|
The proposed Preferred Series A shares would be issued in consideration of the conversion by a stockholder of $2,500,000.00 principal amount of debt owed to such shareholder by the Company, and shall be issued on the date of the Conversion upon surrender and cancellation of such debt by such stockholder (the “Conversion Date”).
|
·
|
The proposed Preferred Series A shares would be entitled to a preference in the event of liquidation as to proceeds thereof, over the common shares.
|
·
|
The proposed Preferred Series A shares would be entitled to a contingent dividend (as described below) and a preference as to dividends, and no dividends would be paid by the Company to any holders of any class of common shares unless and until such dividends as are required to be paid to the proposed Preferred Series A shares have in fact been declared and paid to the holders of the proposed Preferred Series A shares.
|
·
|
The proposed Preferred Series A shares would be entitled to receive a contingent dividend, at the rate of six percent (6.00%) per annum on the par value thereof, to be paid in the first quarter of the next ensuing fiscal year, following any fiscal year in which the net income of the Company after taxes is at least $1,000,000.00 or greater; provided, however, that no dividend would be permitted to be paid on the proposed Preferred Series A shares, and such shares would have a zero percent (0.00%) dividend rate, unless the corporation earned at least $1,000,000.00 in net income after taxes in the prior fiscal year.
|
·
|
On each anniversary of the Conversion Date (each, an “Anniversary Date”), the Company would have the option and right to redeem, in whole or in part, Preferred Series A shares at the redemption price of $1,000 per share (par), at the option of the Company.
|
·
|
The proposed Preferred Series A shares do not have a conversion right to convert the proposed Preferred Series A shares to any class of common shares.
|
Exhibit
|
Name
|
|||
99.1
|
Board Resolutions adopted by the Board of Directors on January 18, 2016 (authorizing proposed transaction)
|
|||
Exhibit
|
Name
|
|||
99.2
|
Exhibit A to the Board Resolution
|
|||
Exhibit
|
Name
|
|||
99.3
|
Exhibit B Part 1 to the Board Resolution
|
|||
Exhibit
|
Name
|
|||
99.4
|
Exhibit B Part 2 to the Board Resolution
|
|||
/s/ Marshall T. Reynolds
|
||||
Marshall T. Reynolds
|
||||
The Harrah and Reynolds Corporation | ||||
By: |
/s/ Marshall T. Reynolds
|
|||
Marshall T. Reynolds
|
||||
/s/ Glenn W. Wilcox, Sr.
|
||||
Glenn W. Wilcox, Sr.
|
||||
/s/ Philip E. Cline
|
||||
Philip E. Cline
|
||||
/s/ Neal W. Scaggs
|
||||
Neal W. Scaggs
|
||||
/s/ Louis J. Akers
|
||||
Louis J. Akers
|
||||
/s/ Adam M. Reynolds
|
||||
Adam M. Reynolds
|
||||
/s/ Justin T. Evans
|
||||
Justin T. Evans
|
||||
§
|
1:200 (1 for 200) reverse stock split in which 131 shareholders of record would be cashed out at 30 cents/share, and all other fractional shares after the split would be cashed out at that price as well($26,400 total cash-out cost), reducing record shareholders to 215 post-split, with estimated total transaction costs of $111,400 (for reverse split and SEC deregistration), and estimated annual savings of $220,000/year in SEC reporting costs following deregistration
|
§
|
Goal is to get below 300 shareholders of record (should reduce to approx. 215 after reverse split)
|
§
|
As of 1/4/16, there were 346 shareholders of record
|
§
|
After the reverse split, the Company would not issue any fractional shares and in lieu thereof any post-split fractional shares (consisting of less than 1 whole share ) would be cashed out. An estimated 131 record shareholders would be cashed out (at a toal cost of $26,400), leaving 215 post-split
|
§
|
Amendment to the Articles of Incorporation as needed to allow/effectuate the reverse split
|
§
|
Cash-out price of 30 cents per pre-split share (this equals $60.00 per post-split whole share)
|
§
|
Effective date of April 1, 2016 or as soon thereafter as possible
|
§
|
Board should approve reverse stock split and proposed amendment to Articles
|
§
|
Submit the amendment to shareholders at annual meeting (3/21/16) or as soon thereafter as possible
|
§
|
Board should reserve right not to effectuate the reverse split up through effective date
|
§
|
Board should authorize all SEC filings (including, e.g., disclosures required by Schedules 14C and 13E-3, filing of an 8-K) and all other actions/documents necessary to implement the transactions
|
§
|
Board should approve deregistration as soon as practicable after the reverse split (provided the Company has less than 300 record shareholders as a result of the reverse split):
|
§
|
deregister the Company and its common stock with the SEC
|
§
|
prepare and file all necessary SEC filings including Form 15 and new 8-K
|
§
|
Board should authorize all other actions/documents/filings to implement deregistration
|
§
|
SEC deregistration after a reverse stock split that reduces record shareholders below the 300 threshold is sometimes called “going dark”
|
§
|
Doing nothing and keeping the status quo could significantly reduce the pace of recovery (i.e., restoring profitability) and slow growth (i.e., growing profitability), given the financial position of the Companyand the state of the industries in which it operates.
|
§
|
Going fully private would require the Company or its largest shareholders to make a broad cash tender offer or cash-out merger. This was not an option for the Company from a cash perspective, and the Company’s largest shareholders had not expressed interest in making a tender offer personally.
|
§
|
Main Advantage #1: Eliminate and save estimated $220,000 per year in costs of SEC reporting
|
§
|
Main Advantage #2: Free management and staff time to focus on long-term business objectives as well as internal financial reporting and analytics to support those objectives.
|
§
|
Additional Advantages:
|
·
|
Greater confidentiality of strategic and competitively sensitive information
|
·
|
Streamlining of corporate governance
|
·
|
No brokerage fees on purchase of fractional shares after the reverse split
|
·
|
Shareholders with less than 200 pre-split shares could buy additional shares to get to 200 by the record date and thereby avoid cash-out if they prefer
|
·
|
Similarly, shareholders with slightly more than 200 pre-split shares could sell some shares to get under the 200 share level if they prefer
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·
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The post-reverse-split trading price would appear to be greater than $5/share, which may have advantages (e.g., the Committee understands that shares trading at less than $5/share are not eligible for margin)
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·
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Stock still could be traded in the over-the-counter market in the Pink Sheets
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·
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Estimated transaction costs are estimated not to exceed $150,000, possibly lower, significantly less than the 1st full year’s estimated costs savings ($220,000)
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·
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Reduced liquidity of the Company’s Class A Common Stock (mitigated by the fact that liquidity is already very low)
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·
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Risk that record shareholders could increase above 300 again, requiring reregistration. This includes the risk of “kickouts” by brokerage firms (i.e., ending book entry holdings, thereby forcing customers to get stock certificates and thus increasing the number of record shareholders). The Committee felt “kickouts” were unlikely now but could be monitored closely and addressed if the 300 threshold is approached or seems likely to be exceeded.
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·
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Common stock would be less attractive for use in acquisitions (mitigated by the fact that the Company hasn’t been doing acquisitions in recent years).
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·
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Dissenting shareholders with only fractional shares after the reverse split would have statutory dissenters rights (mitigated somewhat by the independent valuation, the process, and the recommendation of a premium cash-out price)
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·
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Time and expense of the proposed transactions (mitigated by estimated transaction costs being significantly lower than anticipated 1st year savings)
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·
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Potential decrease in perceived prestige from no longer being public
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·
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Potential expense of reregistering if that became necessary to raise capital
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·
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Reduced information to shareholders and others about the Company (can be mitigated somewhat by providing quarterly/annual financial reports)
|
·
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Continued application of anti-fraud provisions (which can be mitigated to some extent, e.g., by imposing trading windows for insiders and providing shareholders with updates for material events)
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·
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Risk of litigation (mitigated in the Committee’s view by several factors here, including the process used to review the potential transactions, the identified benefits to the Company of going dark, the Committee’s premium price recommendation for purchasing fractional shares after the reverse split, and the degree of shareholder choice noted above in the advantages of the proposed transactions)
|
§
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It is a premium price, both as to the independent valuation of Chaffe & Associates, Inc. and to the weighted average trading price over the prior 12-month period (as of 1/8/16)
|
§
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The fairness evaluation by the Committee included consideration of the (A) multiple valuation approaches used by Chaffe which took into account pertinent multiples for peer public companies and for transactions involving public companies in the same or similar industries and included analysis of net book value as well as estimated liquidation value, as well as (B) trading history and price data for the Company’s shares, including volume-weighted average price per share of 24 cents/share for the prior 52-week period (as of 1/8/16)
|
§
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The Committee concluded that the cash-out price for fractional shares should include a premium and gave significant weight to the trading history and volume-weighted average price, and cash-out and overall transaction costs, in trying to arrive at a premium price that would be fair
|
§
|
1:200 ratio only cost approx. $15,600 more in cash-out price than a 1:100
|
§
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However, it reduces record shareholder count to 215 (85-share buffer) vs. 266 (buffer of 34)
|
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