-----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, L9kG4Umv3lBUUrSxTZAWGo9//0VlSsAb6/MU2AYazOG1mvUEIpNAt0leh/7lfqEk sMgFgz26yRWxZyJB5KaqYQ== 0000911708-97-000015.txt : 19970811 0000911708-97-000015.hdr.sgml : 19970811 ACCESSION NUMBER: 0000911708-97-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 ITEM INFORMATION: Bankruptcy or receivership FILED AS OF DATE: 19970808 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIME RETAIL INC CENTRAL INDEX KEY: 0000911708 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521836258 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23616 FILM NUMBER: 97654451 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT ST STREET 2: STE 1900 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102340782 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET STREET 2: STE 1900 CITY: BALTIMORE STATE: MD ZIP: 21202 8-K 1 AUGUST 8, 1997 FORM 8-K ============================================================================== 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 8, 1997 ----------------------------- Prime Retail, Inc. ------------------ (Exact name of registrant as specified in its charter) Maryland 0-23616 52-1836258 - ---------------------------------- ---------------- ------------------- (State of other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.) 100 East Pratt Street Nineteenth Floor, Baltimore, Maryland 21202 - ------------------------------------------ --------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (410) 234-0782 -------------- No Change ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ PRIME RETAIL, INC. ITEM 2: Acquisition or Disposition of Assets As reported on Form 8-K filed with the Securities and Exchange Commission on February 13, 1997, Prime Retail, Inc. (the "Company") acquired Oak Creek Factory Outlets, Bend Factory Outlets and The Factory Outlets at Post Falls (the "Benderson Acquired Properties") for an aggregate purchase price of $37.3 million. These centers were purchased by the Company from an unrelated third party. The Company financed the purchase with loan proceeds from a financial institution and a $4.0 million promissory note issued to the seller. In accordance with the terms of its joint venture partnership agreement, the Company intends to purchase the 25% ownership interest of its joint venture partner in Buckeye Factory Shops Limited Partnership (the "Buckeye Acquisition") for $23.1 million (including the repayment of $22.6 million of mortgage indebtedness relating to such property). The Company intends to finance the transaction, if consummated, with available cash, borrowings under existing credit facilities, and proceeds from potential financings. Financial statements of the Benderson Acquired Properties and the Buckeye Acquisition are included in this Form 8-K. ITEM 5: Other Events None ITEM 7: Financial Statements and Exhibits The following financial statements, unaudited pro forma financial information and exhibits are filed as part of this report: A. Financial statements of the real estate acquired, prepared pursuant to Rule 3.14 of Regulation S-X: PAGE ---- (1)(i) Audited statement of revenue and certain expenses of the Benderson Acquired Properties Report of Independent Auditors 6 Statement of Revenue and Certain Expenses for the year ended December 31, 1996 7 Notes to the Statement of Revenue and Certain Expenses 8 (ii) Audited statement of revenue and certain expenses of Buckeye Factory Shops Limited Partnership Report of Independent Auditors 10 Statement of Revenue and Certain Expenses for the year ended December 31, 1996 11 Notes to the Statement of Revenue and Certain Expenses 12 B. Unaudited pro forma financial information required pursuant to Article 11 of Regulation S-X: PAGE ---- (1) Pro Forma Consolidated Balance Sheet-- June 30, 1997 14 Pro Forma Consolidated Statement of Operations-- Year ended December 31, 1996 16 Pro Forma Consolidated Statement of Operations-- Six months ended June 30, 1997 18 The unaudited pro forma consolidated balance sheet as of June 30, 1997 is based on the unaudited historical financial statements of the Benderson Acquired Properties, the Buckeye Acquisition and the Company after giving effect to the acquisitions and certain adjustments as described in the accompanying notes to the unaudited pro forma financial statements. The unaudited pro forma consolidated statement of operations for the year ended December 31, 1996 is based, in part, on the audited historical statements of revenue and certain expenses of the Benderson Acquired Properties and the Buckeye Acquisition and the audited historical financial statements of the Company after giving effect to the acquisitions and certain adjustments as described in the accompanying notes to the unaudited pro forma financial statements. The unaudited pro forma consolidated statement of operations for the six months ended June 30, 1996 is based, in part, on the unaudited historical statements of revenue and certain expenses of the Benderson Acquired Properties and the Buckeye Acquisition and the unaudited financial statements of the Company after giving effect to the acquisitions and certain adjustments as described in the accompanying notes to the unaudited pro forma financial statements. The unaudited pro forma financial statements have been prepared by the Company based upon the statements of revenue and certain expenses of the Benderson Acquired Properties and the Buckeye Acquisition (filed with this report under Item 7(a)). These unaudited pro forma financial statements may not be indicative of the results that actually would have occurred if the acquisitions had been in effect on the dates indicated or which may be obtained in the future. The unaudited pro forma financial statements should be read in conjunction with the audited statements of revenue and certain expenses and notes of the Benderson Acquired Properties and the Buckeye Acquisition, the financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 1996 and the unaudited financial statements of the Company on Form 10-Q for the six months ended June 30, 1997. C. Exhibits in accordance with the provisions of Item 601 of Regulation S-K: Exhibit 23. Consent of Independent Auditors 21 PRIME RETAIL, INC. 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 thereunto duly authorized. PRIME RETAIL, INC. (Registrant) Dated: August 8, 1997 By: /s/ Robert P. Mulreaney ----------------------- Name: Robert P. Mulreaney Title: Executive Vice President, Chief Financial Officer and Treasurer Report of Independent Auditors To the Owners of Shoppes of Oak Creek, Post Falls Factory Outlets and Bend Factory Outlets We have audited the statement of revenue and certain expenses of the Benderson Acquired Properties (the "Properties") as described in Note 2 for the year ended December 31, 1996. This statement of revenue and certain expenses is the responsibility of the Properties' management. Our responsibility is to express an opinion on this statement of revenue and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain expenses is free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the statement of revenue and certain expenses. An audit also includes assessing the basis of accounting used and the significant estimates made by management, as well as evaluating the overall presentation of the statement of revenue and certain expenses. We believe that our audit of the statement of revenue and certain expenses provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2 and is not intended to be a complete presentation of the Properties' revenue and expenses. In our opinion, the statement of revenue and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 2 of the Benderson Acquired Properties for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Ernst & Young LLP Baltimore, Maryland January 17, 1997 Benderson Acquired Properties Statement of Revenue and Certain Expenses Year ended December 31, 1996 ---------------------- Revenue: Base rents $4,771,371 Tenant reimbursements 2,159,091 Percentage rents 114,991 Other revenue 66,541 ---------------------- Total revenue 7,111,994 Expenses: Property operating 1,743,253 Real estate taxes 358,449 ---------------------- Total expenses 2,101,702 ---------------------- Revenue in excess of certain expenses $5,010,292 ====================== See accompanying notes. Benderson Acquired Properties Notes to the Statement of Revenue and Certain Expenses Note 1 Business The accompanying statement of revenue and certain expenses includes the combined operations of the following factory outlet center properties (the "Properties") owned by a party unaffiliated with Prime Retail, Inc.: Approximate Gross Leasable Property Name Location Area (sq. ft) - --------------------------------- ------------------ --------------- Oak Creek Factory Outlets Sedona, Arizona 82,000 The Factory Outlets at Post Falls Post Falls, Idaho 179,000 Bend Factory Outlets Bend, Oregon 97,000 -------- 358,000 ======== Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission. The statement is not representative of the actual operations of the Properties for the period presented nor indicative of future operations as certain expenses, consisting of interest expense, depreciation and management fees have been excluded. A summary of unaudited expenses is as follows: Year ended December 31, 1996 ---------------------- Interest expense $1,523,762 Depreciation and amortization 834,026 Management fees 71,571 ---------------------- Total unaudited expenses $2,429,359 ====================== Revenue Recognition Rental revenue is recognized as income in the period earned. Benderson Acquired Properties Notes to the Statement of Revenue and Certain Expenses Note 2 Summary of Significant Accounting Policies (continued) Use of Estimates The preparation of the statement of revenue and certain expenses in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. Note 3 Rentals The Company has entered into tenant leases with terms from one to ten years. The leases provide for tenants to share in increases in operating expenses and real estate taxes in excess of base amounts, as defined. Report of Independent Auditors To the Partners Buckeye Factory Shops Limited Partnership We have audited the statement of revenue and certain expenses of Buckeye Factory Shops Limited Partnership (the "Project") as described in Note 2 for the year ended December 31, 1996. This statement of revenue and certain expenses is the responsibility of the Project's management. Our responsibility is to express an opinion on this statement of revenue and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain expenses is free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the statement of revenue and certain expenses. An audit also includes assessing the basis of accounting used and the significant estimates made by management, as well as evaluating the overall presentation of the statement of revenue and certain expenses. We believe that our audit of the statement of revenue and certain expenses provides a reasonable basis for our opinion. The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2 and is not intended to be a complete presentation of the Project's revenue and expenses. In our opinion, the statement of revenue and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 2 of the Buckeye Factory Shops Limited Partnership for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Ernst & Young LLP Baltimore, Maryland January 30, 1997 Buckeye Factory Shops Limited Partnership Statement of Revenue and Certain Expenses Year ended December 31, 1996 ---------------------- Revenue: Base rents $176,217 Tenant reimbursements 108,568 Other revenue 1,500 ---------------------- Total revenue 286,285 Expenses: Property operating 121,923 General and administrative 28,527 ---------------------- Total expenses 150,450 ---------------------- Revenue in excess of certain expenses $135,835 ====================== See accompanying notes. Buckeye Factory Shops Limited Partnership Notes to the Statement of Revenue and Certain Expenses Note 1 Business The Partnership was formed for the purpose of constructing and managing a retail factory outlet center in Medina, Ohio (the "Project"). The Project consists of approximately 204,000 square feet of gross leasable area and was substantially completed and ready for occupancy on November 1, 1996. The Project was developed during 1996, and therefore, there were no operating results for the period January 1, 1996 through October 31, 1996. Note 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission. The statement is not representative of the actual operations of the Project for the period presented nor indicative of future operations as certain expenses, consisting of interest expense, depreciation and management fees have been excluded. A summary of unaudited expenses is as follows: Year ended December 31, 1996 ---------------------- Interest expense $ 53,919 Depreciation and amortization 74,139 Management fees 6,867 ---------------------- Total unaudited expenses $134,925 ====================== Revenue Recognition Rental revenue is recognized as income in the period earned. Buckeye Factory Shops Limited Partnership Notes to the Statement of Revenue and Certain Expenses Note 2 Summary of Significant Accounting Policies (continued) Use of Estimates The preparation of the statement of revenue and certain expenses in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. Note 3 Rentals The Company has entered into tenant leases with terms from one to ten years. The leases provide for tenants to share in increases in operating expenses and real estate taxes in excess of base amounts, as defined. Pro Forma Consolidated Balance Sheet Prime Retail, Inc. June 30, 1997 (Unaudited) (000's)
Buckeye Prime Factory Pro Forma Retail, Inc.[A] Shops[B] Adjustments Pro Forma ----------------- ---------------- ---------------- ---------------- Assets Investment in rental property, net $ 634,618 $ 23,110 $ 470 [C] $ 658,198 Cash and cash equivalents 985 419 (22,642)[D] (21,800) (470)[C] (92)[E] Restricted cash 47,346 527 47,873 Accounts receivable, net 7,424 389 7,813 Deferred charges, net 18,906 1,550 (640)[F] 19,816 Due from affiliates, net 1,313 (226)[G] 1,087 Investment in partnerships 5,729 (2,748)[H] 2,981 Other assets 1,231 8 1,239 ----------------- ---------------- ---------------- ---------------- Total assets $ 717,552 $ 26,003 $ (26,348) $ 717,207 ================= ================ ================ ================ Liabilities and Shareholders' Equity Bonds payable $ 32,900 $ 32,900 Notes payable 501,539 $ 22,642 $ (22,642)[D] 501,539 Accrued interest 3,584 92 (92)[E] 3,584 Real estate taxes payable 4,944 20 4,964 Construction costs payable 1,402 1,402 Due to affiliates, net 226 (226)[G] Accounts payable and other liabilities 15,114 288 15,402 ----------------- ---------------- ---------------- ---------------- Total liabilities 559,483 23,268 (22,960) 559,791 Shareholders' equity: Senior Preferred Stock 23 23 Convertible Preferred Stock 30 30 Common Stock 158 158 Additional paid-in capital 197,074 (653)[I] 196,421 Distributions in excess of net income (39,216) (39,216) Partners' capital 2,735 (2,748)[H] (640)[F] 653 [I] ----------------- ---------------- ---------------- ---------------- Total shareholders' equity 158,069 2,735 (3,388) 157,416 ----------------- ---------------- ---------------- ---------------- Total liabilities and shareholders' equity $ 717,552 $ 26,003 $ (26,348) $ 717,207 ================= ================ ================ ================ =================================================================================================================================
See accompanying notes to pro forma consolidated balance sheet. Notes to Pro Forma Consolidated Balance Sheet Prime Retail, Inc. June 30, 1997 (Unaudited) Balance Sheet Adjustments: [A] Historical consolidated balance sheet of Prime Retail, Inc. (the "Company"), including the Benderson Acquired Properties, as of June 30, 1997. [B] Historical balance sheet of Buckeye Factory Shops as of June 30, 1997. [C] To adjust cost basis of rental property for the acquisition of Buckeye Factory Shops. [D] Reflects the repayment of pre-acquisition notes payable of Buckeye Factory Shops. [E] Reflects the repayment of accrued interest related to the pre-acquisition notes payable of Buckeye Factory Shops. [F] Reflects the write-off of unamortized deferred financing costs related to the notes payable of Buckeye Factory Shops being repaid. [G] Reflects the elimination of receivables and payables between the Company and Buckeye Factory Shops. [H] Reflects the elimination of the Company's investment in Buckeye Factory Shops. [I] Reflects the reclassification of partners' capital to additional paid-in capital for Buckeye Factory Shops. Pro Forma Consolidated Statement of Operations Prime Retail, Inc. For the Year Ended December 31, 1996 (Unaudited) (000's, except per share information)
Buckeye Benderson Prime Factory Acquired Pro Forma Retail, Inc.[A] Shops[B] Properties[C] Adjustments Pro Forma ----------------- ---------------- ---------------- ---------------- ---------------- Revenues Base rents $ 54,710 $ 176 $ 4,771 $ 59,657 Percentage rents 1,987 115 2,102 Tenant reimbursements 25,254 109 2,159 27,522 Income from investment partnerships 1,239 $ (1)[D] 1,238 Interest and other 5,850 1 67 (7)[E] 5,911 ----------------- ---------------- ---------------- ---------------- ----------------- Total revenues 89,040 286 7,112 (8) 96,430 Expenses Property operating 20,421 122 1,743 22,286 Real estate taxes 5,288 358 5,646 Depreciation and amortization 19,256 74 834 (155)[F] 20,009 Corporate general and administrative 4,018 4,018 Interest 24,485 54 1,524 1,240 [G] 27,303 Management fees 7 72 (7)[E] (72)[H] Other charges 8,586 28 8,614 ----------------- ---------------- ---------------- ---------------- ----------------- Total expenses 82,054 285 4,531 1,006 87,876 ----------------- ---------------- ---------------- ---------------- ----------------- Income before minority interests and extraordinary item 6,986 1 2,581 (1,014) 8,554 Loss allocated to minority interests 2,092 (608)[I] 1,484 ----------------- ---------------- ---------------- --------------- ----------------- Income before extraordinary item 9,078 1 2,581 (1,622) 10,038 Extraordinary item - loss on early extinguishment of debt, net of minority interests in the amount of $3,263 (1,017) (1,017) ----------------- ---------------- ---------------- ---------------- ----------------- Net income 8,061 1 2,581 (1,622) 9,021 Income allocated to preferred shareholders 14,236 14,236 ----------------- ---------------- ---------------- ---------------- ----------------- Net loss applicable to common shares $ (6,175) $ 1 $ 2,581 $ (1,622) $ (5,215) ================= ================ ================ ================ ================= Per common share: Loss before extraordinary item $ (0.63) $ (0.51) Extraordinary item (0.12) (0.12) ----------------- ----------------- Net loss $ (0.75) $ (0.63) ================= ================= Weighted average common shares outstanding 8,221 8,221 ================= ================= =================================================================================================================================
See accompanying notes to pro forma consolidated statement of operations. Notes to Pro Forma Statement of Operations Prime Retail, Inc. For the Year Ended December 31, 1996 (Unaudited) Statement of Operations Adjustments: [A] Historical consolidated statement of operations of Prime Retail, Inc. (the "Company") for the year ended December 31, 1996. [B] Historical statement of operations of Buckeye Factory Shops for the year ended December 31, 1996. [C] Historical statement of operations of the Benderson Acquired Properties for the year ended December 31, 1996. [D] Reflects the elimination of the Company's income from investment partnerships for Buckeye Factory Shops. [E] Reflects the elimination of the Company's income attributable to management fees charged to Buckeye Factory Shops. [F] To adjust depreciation expense attributable to the acquisition of Buckeye Factory Shops and the Benderson Acquired Properties to conform with the Company's depreciation and amortization policy. [G] To adjust interest expense for changes resulting from the issuance of debt to finance the acquisition of the Benderson Acquired Properties and the repayment of pre-acquisition notes payable of Buckeye Factory Shops. [H] Reflects the elimination of the management fees incurred by the Benderson Acquired Properties. [I] To adjust loss allocated to minority interests resulting from pro forma adjustments related to the acquisition of Buckeye Factory Shops and the Benderson Acquired Properties. Pro Forma Consolidated Statement of Operations Prime Retail, Inc. For the Six Months Ended June 30, 1997 (Unaudited) (000's, except per share information)
Buckeye Benderson Prime Factory Acquired Pro Forma Retail, Inc.[A] Shops[B] Properties[C] Adjustments Pro Forma ----------------- ---------------- ---------------- ---------------- ---------------- Revenues Base rents $ 37,072 $ 1,301 $ 592 $ 38,965 Percentage rents 1,390 57 7 1,454 Tenant reimbursements 17,918 636 211 18,765 Loss from investment partnerships (60) $ 38 [D] (22) Interest and other 5,055 20 15 (82) [E] 5,008 ----------------- ---------------- ---------------- ---------------- ---------------- Total revenues 61,375 2,014 825 (44) 64,170 Expenses Property operating 13,655 504 181 14,340 Real estate taxes 4,789 204 49 5,042 Depreciation and amortization 12,871 599 104 17 [F] 13,591 Corporate general and administrative 2,619 2,619 Interest 18,872 601 191 (504) [G] 19,160 Management fees 82 (82) [E] Other charges 1,493 75 3 1,571 ----------------- ---------------- ---------------- ---------------- ---------------- Total expenses 54,299 2,065 528 (569) 56,323 ----------------- ---------------- ---------------- ---------------- ---------------- Income (loss) before minority interests 7,076 (51) 297 525 7,847 Income allocated to minority interests (5,263) (5,263) ----------------- ---------------- ---------------- ---------------- ---------------- Net income (loss) 1,813 (51) 297 525 2,584 Income allocated to preferred shareholders 6,186 6,186 ----------------- ---------------- ---------------- ---------------- ---------------- Net loss applicable to common shares $ (4,373) $ (51) $ 297 $ 525 $ (3,602) ================= ================ ================ ================ ================ Net loss per common share $ (0.29) $ (0.24) ================= ================ Weighted average common shares outstanding 15,073 15,073 ================= ================ =================================================================================================================================
See accompanying notes to pro forma consolidated statement of operations. Notes to Pro Forma Statement of Operations Prime Retail, Inc. For the Six Months Ended June 30, 1997 (Unaudited) Statement of Operations Adjustments: [A] Historical consolidated statement of operations of Prime Retail, Inc. (the "Company") for the six months ended June 30, 1997, including operating results of the Benderson Acquired Properties for period from February 13, 1997 through June 30, 1997. [B] Historical statement of operations of Buckeye Factory Shops for the six months ended June 30, 1997. [C] Historical statement of operations of the Benderson Acquired Properties for the period from January 1, 1997 through February 12, 1997. [D] Reflects the elimination of the Company's loss from investment partnerships for Buckeye Factory Shops. [E] Reflects the elimination of the Company's income attributable to management fees charged to Buckeye Factory Shops. [F] To adjust depreciation expense attributable to the acquisition of Buckeye Factory Shops and the Benderson Acquired Properties to conform with the Company's depreciation and amortization policy. [G] To adjust interest expense for changes resulting from the issuance of debt to finance the acquisition of the Benderson Acquired Properties and the repayment of pre-acquisition notes payable of Buckeye Factory Shops. EX-23 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT INDEX Exhibit ------- Consent of Independent Auditors 23 EXHIBIT 23 ---------- Consent of Independent Auditors We consent to the use of our reports dated January 17, 1997 and January 30, 1997, with respect to the statements of revenue and certain expenses of the Benderson Acquired Properties and Buckeye Factory Shops Limited Partnership, respectively, for the year ended December 31, 1996, in the Current Report on Form 8-K of Prime Retail, Inc. dated August 8, 1997. Ernst & Young LLP Baltimore, Maryland August 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----