-----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, NsQZIPyr09ZtEdVYS8S0fnay2EZrl8xuFhUZfCpovrLqiBOThMuCLImkj2XR33Ep yG7A+3ccWUNaKvz8A1VR0w== 0000703799-00-000006.txt : 20000223 0000703799-00-000006.hdr.sgml : 20000223 ACCESSION NUMBER: 0000703799-00-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991031 FILED AS OF DATE: 20000222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VICORP RESTAURANTS INC CENTRAL INDEX KEY: 0000703799 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 840511072 STATE OF INCORPORATION: CO FISCAL YEAR END: 1026 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-12343 FILM NUMBER: 550727 BUSINESS ADDRESS: STREET 1: 400 W 48TH AVE CITY: DENVER STATE: CO ZIP: 80216 BUSINESS PHONE: 3032962121 10-K/A 1 UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 VICORP Restaurants, Inc. (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits, or other portions of its Annual Report of 1999 on Form 10-K as set forth in the pages attached hereto: The information comprising Part III, Item 10. Directors and Executive Officers of the Registrant; Item 11. Executive Compensation; Item 12. Security Ownership of Certain Beneficial Owners and Management; and Item 13. Certain Relationships and Related Transactions. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. VICORP Restaurants, Inc. (Registrant) By /s/ Richard E. Sabourin ------------------------ Richard E. Sabourin Executive Vice President/ Chief Financial Officer Date: February 22, 2000 Commission File Number 0-12343 Item 10. Directors and Executive Officers of the Registrant. Directors of the Company
Served as a director Name and Age Position since - ------------ -------- ---------- Carole Lewis Anderson, 55 Director of the Company April 1991 Bruce B. Brundage, 64 Director of the Company August 1988 Charles R. Frederickson, 62 Chairman of the Board, Chief June 1968 Executive Officer of the Company John C. Hoyt, 72 Director of the Company October 1982 Robert T. Marto, 54 Director of the Company August 1989 Dudley C. Mecum, 65 Director of the Company December 1989 Dennis B. Robertson, 62 Director of the Company August 1988 Joseph F. Trungale, 58 Director and President November 1999 of the Company Hunter Yager, 70 Director of the Company April 1996 Arthur Zankel, 67 Director of the Company October 1988
Carole Lewis Anderson became a director in April 1991. Since June 1995, she has been a principal of Suburban Capital Markets, Inc., a commercial real estate mortgage company. Prior to that time, she was the President of MASDUN Capital Advisors, a private investment banking company which engages in corporate and real estate finance. Ms. Anderson is also a trustee of AARP Cash Investment Funds, AARP Growth Trust, AARP Income Trust, AARP Managed Investment Portfolios Trust, and AARP Tax-Free Income Trusts. Bruce B. Brundage became a director of the Company in August 1988. Since 1973, Mr. Brundage has been the President of Brundage & Company, a Denver-based company specializing in the private placement of long-term financing and the negotiation, appraisal and arrangement of mergers and acquisitions. Mr. Brundage is also a director of Black Hills Corporation. Charles R. Frederickson, a director of the Company since 1968, was appointed to the position of Chairman of the Board in November 1986, and to the positions of Chief Executive Officer and President in May 1998. In November 1999 he resigned his position as President. John C. Hoyt, a director since October 1982, has for more than the past five years been an officer, director, and controlling shareholder of Midwest Pancake Houses, Inc., which is a Village Inn franchisee. See Certain Relationships and Related Transactions. Robert T. Marto, a private investor, has been a director since August 1989. He was the President and Chief Executive Officer of White River Corporation from December 1993 to December 1997. Dudley C. Mecum became a director in December 1989. He is currently a Managing Director in Capricorn Holdings LLC, a leveraged buy-out fund. From August 1989 until January 1997, Mr. Mecum was a partner in G.L. Ohrstrom & Company. Mr. Mecum is also a director of Citigroup; Lyondell Petrochemical Co.; Dyncorp; Suburban Propane MLP; Travelers Property and Casualty; and CCC Information Services, Inc. Dennis B. Robertson became a director of the Company in August 1988. Mr. Robertson is currently the Chairman, President, and CEO of DOCK'S Great Fish, Inc., which operates seafood restaurants. From October 1997 to November 1998, he was the Chairman of that Company and from October 1991 to October 1997, he was its Chairman and CEO. Joseph F. Trungale became a director in November 1999 simultaneously with his appointment as President of the Company. Since joining the Company in 1997, he has held various positions with the Company, including Regional Operating Partner for Bakers Square and President/Bakers Square Division. From September 1995 until July 1997, Mr. Trungale was in the real estate business. Prior to that, he was employed with Whataburger, Inc. Hunter Yager became a director in April 1996. In 1985 he retired from Grey Advertising, Inc., where he was an Executive Vice President. Since his retirement, he has been an independent consultant in marketing and advertising. Arthur Zankel became a director of the Company in October 1988. He is a Managing Member of Zankel Capital Advisors, L.L.C. Until December 31, 1999, and for more than the last five years, he was a General Partner of First Manhattan Co., a money management firm. Mr. Zankel is also a director of Travelers Group Property Casualty Corp.; Citigroup; and White Mountain Insurance Group. Section 16(a) Beneficial Ownership Reporting Compliance Based solely on a review of the written representation of the Company's directors and executive officers and copies of the reports they have filed with the Securities and Exchange Commission, the Company believes that all Section 16(a) filing requirements applicable to its executive officers, directors and greater than ten percent (10%) beneficial owners were followed. Item 11. Executive Compensation Summary of Cash and Certain Other Compensation The following table discloses compensation received by the Company's Chief Executive Officer and named executive officers for the three fiscal years ended October 31, 1999.
Summary Compensation Table Long Term Annual Compensation Compensation ------------------- ------------ Other annual Securities compen- underlying All other Name and principal Salary Bonus sation Options/ compensation position Year ($) ($) ($) SARs(#) ($) -------- ---- --- --- --- ------- --- Charles R. Frederickson 1999 300,000 125,086 3,721 Chairman, Chief Executive 1998 301,828 120,300 3,861 Officer and President 1997 311,538 63,000 3,562 Robert E. Kaltenbach 1999 296,626 105,000 3,680 President/Village Inn 1998 198,463 390,384 100,000 3,688 Division 1997 181,267 150,000 3,522 Richard E. Sabourin 1999 250,000 104,239 3,644 Executive Vice 1998 250,621 100,250 3,648 President/Chief Financial 1997 259,201 52,500 1,091 Officer Joseph F. Trungale 1999 241,346 157,500 90,000 379 President/Baker Square 1998 253,269 153,075 50,000 281 Division 1997 40,385
Mr. Frederickson was appointed Chief Executive Officer and President in May 1998. The amount shown under "All Other Compensation" represents $3,200 paid each year as the Company's matching contribution under its 401(k) plan and $362, $661, and $521 paid by the Company for term life insurance premiums for the years 1997, 1998, and 1999, respectively. The amount shown represents $3,200 paid each year as the Company's matching contribution under its 401(k) plan and $322, $488, and $480 paid by the Company for term life insurance premiums for years 1997, 1998, and 1999, respectively. The amount reflected in the column captioned "All Other Compensation" represents $791, $3,200, and $3,200 paid each year as the Company's matching contribution under its 401(k) plan and $300, $448, and $344 paid by the Company for term life insurance premiums for years 1997, 1998, and 1999, respectively. Mr. Trungale was appointed to the position of President in November 1999. He first joined the Company as a Regional Operating Partner for the Chicago Bakers Square Restaurants in July 1997. Under "All Other Compensation" the amount shown represents the Company's payment for term life insurance premiums. The amount reflected in the column captioned "Other Annual Compensation" represents the amount he was reimbursed by the Company for his expenses in relocating to Denver. Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values The following table provides information on option/SAR exercises in fiscal 1999 by the named executive officers and the value of such officers' unexercised options/SARs at October 31, 1999.
Value of unexercise in- Number of the-money unexercised options/SARs at options/SARs at fiscal year-end fiscal year-end ($) (#) --- --- Shares acquired on Value exercise realized Exercisable/ Exercisable/ Name (#) ($) unexercisable unexercisable ---- --- --- ------------- ------------- Charles R. Frederickson 0/0 0/0 Robert E. Kaltenbach 41,666/58,334 43,748/87,502 Richard E. Sabourin 75,000/25,000 403,125/134,375 Joseph F. Trungale 16,666/33,334 43,748/87,502
Compensation Committee Interlocks and Insider Participation in Compensation Decisions The members of the Compensation Committee for fiscal 1999 were Carole Lewis Anderson, Bruce B. Brundage, Robert T. Marto, Dudley C. Mecum, Dennis B. Robertson, Hunter Yager, and Arthur Zankel. Employment Contracts and Termination of Employment and Change-of-Control Arrangements Mr. Sabourin executed an employment agreement of undefined term with the Company in July 1996. Mr. Sabourin is to receive a base salary of $250,000 per year and is eligible to participate in the incentive bonus program, if any, as approved annually by the Board of Directors. Pursuant to the agreement, Mr. Sabourin was granted the option to purchase a total of 100,000 shares of the Company's Stock at an exercise price of $11.50 per share, the fair market value of the Company's Stock on the date of grant. The options vest in 25,000- share increments on September 1, 1997, 1998, 1999, and 2000. The agreement provides Mr. Sabourin with benefits consistent with those provided to other Company officers. Certain employees of the Company, including Messrs. Kaltenbach, Sabourin, and Trungale, have entered into employment severance agreements with the Company. Those agreements expire December 31, 2000, unless a Change-of-Control occurs prior to that date, then the agreements expire two years after the Change-of-Control. If a covered employee is terminated within one year following a Change-of-Control, the employee is entitled to the following payments. If the termination is because of death, disability, retirement, the employee's voluntary action, or for cause (as defined in the agreement), the Company must pay all earned, but unpaid, compensation to the date of termination. If the termination is for other reasons, the Company must pay all compensation earned and unpaid, as of the date of termination; a lump sum cash payment equal to two times the employee's base salary at the greater of the rate in effect on the date of the Change-of- Control or the Notice of Termination; and the amount equal to the bonus compensation the employee earned in the most recent fiscal year for which the employee earned a bonus. Additionally, the Company must provide for eighteen (18) months following termination, or until the employee obtains other comparable benefits from another employer, medical, hospitalization, and dental benefits comparable to those provided prior to the Change-of- Control. All stock options granted the employee become immediately exercisable upon a Change-of-Control. If the employee is terminated withinthe second year after a Change-of-Control, the benefits the employee is to receive are the same except the base salary component of the lump sum payment is based upon one, not two, times base salary. Under the severance agreements, a Change-of-Control is defined as a change in beneficial ownership of 50% or more of the combined voting power of the Company; the first purchase of stock in a non-Company sponsored tender or exchange offer; or upon shareholder approval of certain merger consolidations, sales, or disposition of substantially all of the Company's assets; a plan of liquidation; or a change in at least two-thirds of the members of the Board absent approval of the then existing Board members. In April 1989, Mr. Frederickson entered into an employment severance agreement with the Company. The terms of that agreement are substantially the same as described above for other Company employees except (i) if termination is for reasons other than cause, disability, retirement or by the voluntary action of the employee, the lump sum cash payment shall be equal to two and three-quarters times his annual base salary plus the amount equal to the bonus compensation to which he was entitled during the most recent fiscal year in which he earned a bonus; and (ii) if he becomes employed within one year after termination, he shall repay to the Company any cash compensation actually received by him as a result of such employment during the one-year period up to a specified amount. Report of the Compensation Committee This report discusses the manner in which base salaries, incentive compensation, and stock option grants for the Company's Chief Executive Officer and other executives named in the Summary Compensation Table were determined for the 1999 fiscal year. The Company's compensation policies for the stated individuals are administered by the Compensation Committee of the Board of Directors, all members of which are outside directors. The compensation policies are intended to enhance the financial performance of the Company by aligning the financial interest of the Company's executives with those of its shareholders. The Committee believes that the most effective executive compensation program is one which serves to attract and retain talented individuals who are incented to achieve both current and long-term management goals in keeping with the ultimate goal of enhancing shareholder value. The primary components of executive compensation are base salary, cash bonus and longer-term incentives in the form of stock option grants. Base Salaries The base salary of Mr. Sabourin was established by the terms of his employment agreement. See Employment Contracts and Termination of Employment and Change-of-Control Arrangements for a discussion of that agreement. The base salaries, which were in the median range of the companies included in the survey described below, of Messrs. Frederickson, Kaltenbach, and Trungale were determined by the Compensation Committee in December 1998. In making the determinations, the Committee reviewed information contained in the 1998 Chain Restaurant Compensation Association Survey, considered the Company's performance, and evaluated the competitiveness of the entire compensation package for each individual. The independently conducted Chain Restaurant Compensation Association Survey was deemed to be an appropriate indicator of the competitiveness of the Company's salaries when compared with other restaurant companies because of the number and nature of companies participating. In excess of sixty companies participated. Public and private companies in various segments of the restaurant industry were represented. Included among those companies were ones on the Dow Jones Entertainment & Leisure-Restaurant Index. Bonus Program In December 1998, the Compensation Committee approved a bonus program for certain officers of the Company, including Messrs. Frederickson and Sabourin, which was predicated upon achievement of overall Company performance against a set baseline of earnings before interest and taxes as computed in accordance with generally accepted accounting principles. The measure of earnings before interest and taxes and the baseline that was established (which was an increase over the previous year) were selected by the Committee as being appropriate because of their direct relationship to shareholder interest. Under the program each participating executive officer could earn a bonus of up to 52% of the executive's base salary. Bonuses were determined by application of a formula that takes into account the extent to which the earnings' target was met or exceeded. In fiscal 1999, results exceeded by 6.73% the earnings' target, resulting in a bonus payment to the participating executive officers of 39.71% of that individual's base salary. With respect to Mr. Kaltenbach, in December 1998, the Compensation Committee approved a bonus program. The payout, a percentage of profit and income, was predicated upon achieving store operating profits (restaurant results excluding corporate overhead). The measures were selected because of their direct relationship to Mr. Kaltenbach's areas of control and responsibility. In fiscal 1999, the targets achieved resulted in a bonus payment to Mr. Kaltenbach equal to approximately .45% of the Village Inn store operating profit. Mr. Trungale's bonus program was predicated upon the store operating profits (restaurant results excluding corporate overhead) for the Bakers Square Restaurants. That measure was selected because of its focus on increasing profits and because it was directly tied to his area of control and responsibility. Mr. Trungale's performance resulted in a bonus payment equal to approximately .7% of the gross store operating profit of the Company's Bakers Square Restaurants. 1999 Stock Options No stock options were granted to any of the named executive officers during fiscal 1999. The decision not to grant additional options was made after the Committee considered the amount and terms of the options currently held by each of the named executives. It was the position of the Committee that the options currently granted were comparable to those offered by similar restaurant companies and were sufficient to create a direct link between the long-term interest of the executives and the Company's shareholders. On November 1, 1999, Mr. Trungale, in connection with his appointment as the Company's President, was granted the option to purchase 50,000 shares of the Company's Common Stock. The exercise price is $16.75 per share, the fair market value of the Company's Common Stock on the date of grant. The options vest 16,666 shares on November 1, 1999; and 16,667 shares on each of November 1, 2000, and 2001. In making the grant, the Committee considered the amount and terms of the options currently held by each of the named executive officers and the increased level of responsibility being undertaken by Mr. Trungale. Deductibility of Compensation The Compensation Committee has considered the potential impact of Section 162(m)(the "Section") of the Internal Revenue Code adopted under the Federal Revenue Reconciliation Act of 1993. The Section disallows a tax deduction for any publicly held company for individual compensation exceeding $1 million in any tax year for any of the named executive officers, unless the compensation is performance-based. The Company intends to structure its compensation plans to achieve maximum deductibility under the Section with minimal sacrifices in flexibility and Company objectives. The Compensation Committee will consider the deductibility of compensation payments in connection with future compensation arrangements with the named executive officers, but deductibility will not be the sole factor used by the Compensation Committee in determining appropriate levels or types of compensation. If, in the judgment of the Compensation Committee, the benefits of a compensation package that does not satisfy the requirements of the Section outweigh the costs to the Company of a failure to comply with the Section, the Compensation Committee may adopt compensation arrangements in the future under which payments are not deductible under the Section. Compensation Committee Members This report is submitted by the members of the Compensation Committee of the Board of Directors: Dennis B. Robertson, Chairman Carole Lewis Anderson Bruce B. Brundage Robert T. Marto Dudley C. Mecum Hunter Yager Arthur Zankel Directors' Compensation In fiscal 1999, the compensation of non-employee directors was changed. From November 1, 1998, through June 30, 1999, the nonemployee directors were compensated for their services at the rate of $2,000 per fiscal quarter, plus $1,000 per day for services rendered, and reimbursement of actual expenses incurred. Each non-employee director was also granted options to purchase 2,000 shares of the Company's stock, pursuant to the terms of the now- terminated 1983 Non-Qualified Stock Option Plan. The options were granted at 100% of the fair market value of the Company's Common Stock on the date of grant. Effective July 1, 1999, the non-employee directors' compensation was changed to $2,000 per calendar quarter, plus each such director is to receive Common Stock of the Company equal to $20,000 annually, and reimbursement for actual expenses incurred. The stock grant is made quarterly. The quarterly stock grant is $5,000 in value based upon the average closing price of the Company's Common Stock during the last five trading days prior to the end of the quarter rounded to a full share. Each nonemployee director can elect to place the shares into the Company's Deferred Stock Plan for non-employee directors. PERFORMANCE GRAPH The following performance graph reflects the percentage change in the Company's cumulative total shareholder return on common stock as compared with the cumulative total return of the Dow Jones Equity Market Index and the Dow Jones Entertainment & Leisure-Restaurant Index.
1994 1995 1996 1997 1998 1999 ______________________________________________________________ VICORP Restaurants, Inc. 16.750 11.000 14.500 15.500 14.125 16.875 Dow Jones Restaurant Index 796.600 1,051.540 1,152.920 1,140.860 1,609.820 1,848.400 Dow Jones Equity Market Index 561.220 709.270 877.420 1,164.460 1,412.960 1,767.520
Item 12. Security Ownership of Certain Beneficial Owners and Management Stock The following table sets forth information as of February 15, 2000, with respect to the beneficial ownership of VICORP's Stock by all persons known by the Company to be the beneficial owners of 5% or more of the outstanding shares, each director of the Company, each of the executive officers named in the Summary Compensation Table (see Executive Compensation) and all directors and executive officers of the Company as a group.
Name and Amount and Address of Nature of Title of Beneficial Beneficial Percent Class Owner Ownership of Class -------- ---------- ---------- -------- Stock Southeastern Asset 1,279,900 18.98% (par value $.05 Management, Inc. per share) 6410 Poplar Avenue, Suite 900 Memphis, TN 38119 Quaker Capital 807,351 11.97% Management Corporation 1300 Arrott Building 401 Wood Street Pittsburgh, PA 15222 First Manhattan Co. 612,913 9.09% 437 Madison Avenue New York, NY 10022 Dimensional Fund Advisors, Inc. 580,500 8.61% 1299 Ocean Avenue, 11th Floor Santa Monica, CA 90401-1038 Franklin Advisory Services, Inc. 493,763 7.32% One Parker Plaza, 16th Floor Fort Lee, NJ 07024 Carole Lewis Anderson 23,000 * 3616 Reservoir Road NW Washington, DC 20007 Bruce B. Brundage 33,000 * 5290 DTC Parkway Suite 160 Englewood, CO 80111 Charles R. Frederickson 162,654 2.39% 400 West 48th Avenue Denver, CO 80216 John C. Hoyt 54,833 * 500 SE Sixth Street Bartlesville, OK 74003 Robert E. Kaltenbach 41,691 * 400 West 48th Avenue Denver, CO 80216 Robert T. Marto 16,000 * 354 New Cannan Wilton, CT 06897 Dudley C. Mecum 15,500 * 33 Khakum Wood Road Greenwich, CT 06831 Dennis B. Robertson 27,290 * 1987 West 111th Street Chicago, IL 60643 Richard E. Sabourin 77,641 1.14% 400 West 48th Avenue Denver, CO 80216 Joseph F. Trungale 33,332 * 400 West 48th Avenue Denver, CO 80216 Hunter Yager 14,100 * 314 West Fields Manchester, VT 05255 Arthur Zankel 170,100 2.52% 437 Madison Avenue New York, NY 10022 All directors 669,141 9.45% and executive officers as a group (12 persons including those named above)
_______________________ * Percent of class is less than 1% Of the 1,279,900 shares beneficially owned, the shareholder has sole voting power over 281,000 shares, shared voting power over 982,400 shares, no voting power over 16,500 shares, sole dispositive power over 297,500 shares, and shared dispositive power over 982,400 shares. Of the 807,351 shares beneficially owned, the shareholder has sole voting power over 356,351 shares, shared voting power over 451,000 shares, sole dispositive power over 356,351 shares, and shared dispositive power over 451,000 shares. Of the 612,913 shares beneficially owned, the shareholder has sole voting power over 364,500 shares, shared voting power over 242,875 shares, sole dispositive power over 364,500 shares, and shared dispositive power over 248,413 shares. The 152,100 shares owned by Arthur Zankel, a director of the Company, are reflected in the share ownership reported by First Manhattan Co. Of the 580,500 shares beneficially owned, the shareholder has sole voting and dispositive power over all the shares. Of the 493,763 shares beneficially owned, the shareholder has sole voting and dispositive power over all of the shares. Includes 22,000, 18,000, 50,000, 20,000, 41,666, 16,000, 14,000, 18,000, 75,000, 33,332 and 12,000 shares which Ms. Anderson, Messrs. Brundage, Frederickson, Hoyt, Kaltenbach, Marto, Mecum, Robertson, Sabourin, Trungale, and Yager, respectively, have the right to purchase under options that are presently exercisable. Includes 152,100 shares owned directly by Mr. Zankel, 18,000 shares which he has the right to purchase under options that are currently exercisable. VICORP is unaware of any arrangement which would at a subsequent date result in a change in the control of the Company. Item 13. Certain Relationships and Related Transactions John C. Hoyt, a director of the Company, and members of his family are the principal shareholders of Midwest Pancake Houses, Inc.("MPH"). MPH has been a franchisee of the Company since 1970 and currently operates seven Village Inn Restaurants in Oklahoma. MPH paid an initial franchise fee of $1,000 each for the operating units and pays franchise service fees equal to 2% of gross sales at each of those locations. Total franchise service fees paid by MPH in fiscal 1999 were $174,676. MPH additionally was indebted to the Company on its open account. The largest aggregate amount outstanding on that open account at any time during fiscal 1999 was $51,991. As of February 15, 2000, MPH's open account was current. MPH is also the managing partner for a franchised Village Inn Restaurant located in New Mexico. In fiscal 1999 the franchisee, 3155 Associates Limited Partnership ("3155"), paid franchise service fees (2.7% of gross sales at that location) in the amount of $38,557. It was also indebted to the Company on its open account. The largest aggregate amount outstanding on that open account at any time during fiscal 1999 was $7,341. As of February 15, 2000, 3155's open account was current. Ratification of Certain Transactions The transactions described in the foregoing discussion have been approved or ratified by the unanimous vote of those directors having no interest in those transactions. The Company believes that the terms of those transactions are no less favorable to the Company than those that could have been obtained from independent third parties. -----END PRIVACY-ENHANCED MESSAGE-----