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) -
July 31, 1996
ARISTAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-3521 95-4128205
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
8900 GRAND OAK CIRCLE, TAMPA, FLORIDA 33637-1050
(Address of principal executive offices)
Registrant's telephone number, including area code -
(813) 632-4500
<PAGE>
ITEM 7. EXHIBITS.
(c) Exhibits
1(a) - Terms Agreement dated July 31, 1996 among
Aristar, Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Lehman Brothers
Inc. and J. P. Morgan Securities Inc., and
the Aristar, Inc. - Debt Securities -
Underwriting Agreement Basic Provisions dated
April 10, 1995 incorporated by reference
therein.
4(a) - Resolutions adopted by the Pricing Committee
of the Board of Directors of the Company
establishing the terms of the Company's
6-3/4% Senior Notes due May 15, 1999.
4(b) - Specimen Global 6-3/4% Senior Note due May
15, 1999.
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<PAGE>
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.
ARISTAR, INC.
By: /s/ James A. Bare
____________________________________
Executive Vice President and
Chief Financial Officer (Chief
Accounting Officer)
Date: August 2, 1996
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<PAGE>
EXHIBIT INDEX
EXHIBITS
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1(a) - Terms Agreement dated July 31, 1996 among Aristar, Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Lehman Brothers Inc. and J. P. Morgan Securities Inc.,
and the Aristar, Inc. - Debt Securities - Underwriting
Agreement Basic Provisions dated April 10, 1995
incorporated by reference therein.
4(a) - Resolutions adopted by the Pricing Committee of the
Board of Directors of the Company establishing the
terms of the Company's 6-3/4% Senior Notes due May 15,
1999.
4(b) - Specimen Global 6-3/4% Senior Note due May 15, 1999.
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<PAGE>
Exhibit 1(a)
TERMS AGREEMENT
July 31, 1996
ARISTAR, INC.
9200 Oakdale Avenue
Chatsworth, California 91311
Dear Sirs:
We (the "Underwriters" and the "Representatives") understand
that Aristar, Inc., a Delaware corporation (the "Company"), proposes to issue
and sell $100,000,000 aggregate principal amount of its 6-3/4% Senior Notes due
May 15, 1999 (the "Underwritten Securities"). Subject to the terms and
conditions set forth herein or incorporated by reference herein, the
Underwriters hereby offer to purchase, severally and not jointly, the principal
amount of Underwritten Securities set forth opposite their respective names
below at 99.533% of the principal amount thereof, together with accrued interest
thereon, if any, from August 5, 1996 to (but not including) the Delivery Date.
Principal
Underwriter Amount
----------- ---------
Merrill Lynch, Pierce, Fenner & Smith Incorporated .............$33,400,000
Lehman Brothers Inc. ............................................33,400,000
J.P. Morgan Securities Inc. .....................................33,300,000
Total ......................................................$100,000,000
============
The Underwritten Securities shall have the following terms:
Date of maturity: May 15, 1999
Interest rate: 6-3/4% per annum, payable semiannually
Initial public
offering price: 99.983%, plus accrued interest, if any,
from August 5, 1996 to (but not
including) the Delivery Date
Interest payment
dates: May 15 and November 15, commencing
November 15, 1996
Redemption
provisions: The Underwritten Securities are not
redeemable
Form: The Underwritten Securities are to be
issued in the form of one or more global
<PAGE>
securities registered in the name of
The Depository Trust Company or its
nominee (the "Depositary"); delivery
of the Underwritten Securities at
closing will be made through the
facilities of the Depositary
Specified funds for
payment of purchase
price: Wire transfer of immediately available
funds
Specified address for
notices: Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281
Delivery Date: 10:00 A.M., New York City time, on
August 5, 1996
Place of closing: Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004
The Underwriters hereby confirm that they have furnished to
the Company in writing the following information for inclusion in the Company's
Prospectus Supplement dated July 31, 1996 to the Company's Prospectus dated July
31, 1996 relating to the Underwritten Securities (the "Prospectus Supplement"):
(i) the last paragraph at the bottom of the cover page of the Prospectus
Supplement concerning the terms of the offering by the Underwriters; (ii) the
first paragraph on page S-2 of the Prospectus Supplement concerning
over-allotment and stabilization by the Underwriters; (iii) the first paragraph
below the table on page S-6 of the Prospectus Supplement concerning the public
offering price, concession and discount; and (iv) the second sentence of the
second paragraph below the table on page S-6 of the Prospectus Supplement
concerning market making by the Underwriters.
All of the provisions contained in the document entitled
"Aristar, Inc. -- Debt Securities -- Underwriting Agreement Basic Provisions"
and dated April 10, 1995, a copy of which you have previously furnished to us,
are herein incorporated by reference in their entirety and shall be deemed to be
a part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Terms defined in such Underwriting Agreement Basic
Provisions are used herein as therein defined.
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<PAGE>
Please accept this offer no later than 6:00 P.M., New York
City time, on July 31, 1996 by signing a copy of this Terms Agreement in the
space set forth below and returning the signed copy to us, or by sending us a
written acceptance in the following form:
"We hereby accept your offer, set forth in the Terms Agreement
dated July 31, 1996, to purchase the Underwritten Securities on the
terms set forth therein."
Very truly yours,
LEHMAN BROTHERS INC.
J.P. MORRGAN SECURITIES INC.
By: MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By /s/ Frank V. McMahon
_______________________________________
Accepted:
ARISTAR, INC.
By /s/ James A. Bare
___________________________
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<PAGE>
Exhibit 4(a)
ACTION OF THE PRICING COMMITTEE
OF THE BOARD OF DIRECTORS OF
ARISTAR, INC.
The undersigned, being all of the members of the Pricing
Committee of the Board of Directors of Aristar, Inc. (the "Corporation"), do
hereby adopt the following resolutions and authorize the taking of the following
actions:
RESOLVED, that pursuant to resolutions of the Board of
Directors adopted by unanimous consent as of March 30, 1995, the Corporation
issue a series of unsecured and unsubordinated securities under and pursuant to
the Indenture dated as of July 1, 1995 between the Corporation and The Bank of
New York, as trustee, including the Standard Multiple-Series Indenture
Provisions dated as of July 1, 1995 attached thereto and incorporated by
reference therein (collectively, the "Senior Indenture");
RESOLVED, that the title of the series shall be "6-3/4% Senior
Notes due May 15, 1999" (the "Notes");
RESOLVED, that the aggregate principal amount of the Notes
shall be $100,000,000 and the Notes shall, except as otherwise provided in the
Senior Indenture, mature on May 15, 1999, bear interest at a rate of 6-3/4% per
annum from August 5, 1996, payable semi-annually on May 15 and November 15,
commencing November 15, 1996, and the regular record dates for the payment of
interest on any interest payment date shall be (in each case, whether or not a
business day) the May 1 or November 1, as the case may be, next preceding such
interest payment date; and the Notes shall be payable as to principal and
interest at the office or agency of the Corporation in New York City, in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for public and private debts, be issuable as fully registered
senior notes without coupons in denominations of $100,000 and any larger amount
that is an integral multiple of $1,000, and shall not be redeemable prior to
maturity, all upon conditions set forth and as more fully provided in the Senior
Indenture;
RESOLVED, that the indebtedness represented by the Notes may
be satisfied and discharged by the Corporation at any time upon compliance with
the provisions of Section 403 of the Senior Indenture;
RESOLVED, that The Bank of New York be, and it hereby is,
appointed Paying Agent with respect to the Notes;
RESOLVED, that The Bank of New York is hereby appointed agent
of the Corporation for the registration of transfer and exchange of the Notes;
and that the corporate trust offices of
<PAGE>
The Bank of New York in the City and State of New York are hereby designated as
the offices or agencies of the Corporation where the Notes may be presented for
payment or for transfer or exchange as in said Senior Indenture provided and
where notices and demands to or upon the Corporation in respect of the Notes or
said Senior Indenture may be served;
RESOLVED, that the Notes shall initially be issued in the form
of one or more global securities and deposited with or on behalf of The
Depository Trust Company; interests in Notes issued in global form may not be
exchanged, in whole or in part, for the individual securities represented
thereby, except as provided in the Senior Indenture and except that the
Corporation may at any time and in its sole discretion determine not to have any
of the Notes represented by one or more global securities and, in such event,
will issue individual certificated notes in exchange for such global securities;
RESOLVED, that the form, terms and provisions of the Terms
Agreement (dated July 31, 1996) and Underwriting Agreement Basic Provisions
(dated April 10, 1995) incorporated therein (collectively, the "Terms
Agreement") submitted herewith be, and the same hereby is, approved; and the
President or any Vice President of the Corporation be, and each of them hereby
is, authorized to execute and deliver in the name and on behalf of the
Corporation, such Terms Agreement with the blanks therein filled with the
applicable information as approved by the Board of Directors or this Pricing
Committee either with or without meeting, and with such other changes therein as
shall be approved by said officers of the Corporation, such approval to be
conclusively evidenced by the execution and delivery of any such Terms
Agreement;
RESOLVED, that it is desirable and appropriate that the
Corporation enter into the Terms Agreement with Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Lehman Brothers Inc. and J. P. Morgan Securities Inc. (the
"Underwriters");
RESOLVED, that the price at which the Notes shall be sold by
the Corporation to the Underwriters shall be 99.533% of par, or an aggregate of
$99,533,000, plus interest, if any, accrued from August 5, 1996 to the Delivery
Date (as defined in the Terms Agreement), the initial public offering price at
which the Notes shall be offered for sale by the Underwriters shall be 99.983%
of par, or an aggregate of $99,983,000, plus interest, if any, accrued from
August 5, 1996, and the underwriting discount applicable to the Notes shall be
0.45% of par as set forth in the Terms Agreement;
RESOLVED, that the Notes shall initially be issued in the form
attached hereto as Exhibit A and shall contain such other terms as set forth in
such form; and
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<PAGE>
RESOLVED, that the officers of the Corporation and its counsel
be, and they hereby are, authorized to take all such further action and to
execute and deliver all such further instruments and documents, in the name and
on behalf of the Corporation, and under its corporate seal or otherwise, and to
pay all such expenses and taxes, as in their judgment shall be necessary, proper
or advisable in order fully to carry out the intent and accomplish the purpose
of the foregoing resolutions and each of them.
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<PAGE>
Dated: As of July 31, 1996
Michael M. Pappas
Director and Member of Pricing
Committee
James A. Bare
Director and Member of Pricing
Committee
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<PAGE>
Exhibit A
[See Exhibit 4(b) to Form 8-K]
<PAGE>
Exhibit 4(b)
UNLESS THIS SECURITY (AS DEFINED HEREIN) IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (THE "DEPOSITARY"), TO THE COMPANY (AS DEFINED HEREIN) OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY AMOUNT
PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR TO SUCH OTHER NAME, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN
PART FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE VARIOUS
BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE COMPANY BY THE DEPOSITARY OR
A SUCCESSOR DEPOSITARY, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
ARISTAR, INC.
6-3/4% SENIOR NOTE DUE MAY 15, 1999
No. 1 $100,000,000
CUSIP 040420 AX9
ARISTAR, INC., a Delaware corporation (herein called the
"Company", which term shall refer to such Company until a successor corporation
shall have become such pursuant to the provisions of the Indenture referred to
herein and thereafter "Company" shall mean such successor corporation), for
value received, hereby promises to pay to Cede & Co. , or registered assigns,
the principal sum of One Hundred Million Dollars ($100,000,000) on May 15, 1999,
and to pay interest thereon from August 5, 1996 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on May 15 and November 15 in each year, commencing November 15, 1996, at the
rate of 6-3/4% per annum, until the principal hereof is paid or made available
for payment.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in
<PAGE>
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be (in each case whether or
not a Business Day) the May 1 or November 1, as the case may be, next preceding
such Interest Payment Date. Any interest not punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any, on) and
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, in The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.
This security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of July 1, 1995 (herein called the
"Indenture"), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee or trustees
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to
$100,000,000.
The Securities are not redeemable at the option of the Company
prior to Stated Maturity.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of
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<PAGE>
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Securities at the time Outstanding of all
series to be affected (acting as one class). The Indenture also provides that,
regarding the Securities of any series, the Holders of not less than a majority
in principal amount of the Securities at the time Outstanding of such series may
waive certain past defaults and their consequences on behalf of the Holders of
all Securities of such series. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in the Indenture, the Company shall be discharged
from its obligations with respect to the Securities of any series when (1) with
respect to all Outstanding Securities of such series, the Company has deposited
or caused to be deposited with the Trustee as a trust fund specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of the
Securities of such series (i) money in an amount as will, or (ii) U.S.
Government Obligations as will, together with the predetermined and certain
income to accrue thereon without consideration of any reinvestment thereof, or
(iii) a combination of (i) and (ii) as will (in a written opinion with respect
to (ii) or (iii) of independent public accountants delivered to the Trustee), be
sufficient to pay and discharge the entire indebtedness on all Outstanding
Securities of such series for principal (and premium, if any) and interest, if
any, to the Stated Maturity or any Redemption Date, as the case may be; and (2)
the Company has paid or caused to be paid all other sums payable with respect to
the Outstanding Securities of such series; and (3) the Company has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel stating that all
such conditions precedent have been complied with; and (4) the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that Holders
of the Securities of such series will not recognize income, gain or loss for
Federal income tax purposes as a result thereof and will be subject to Federal
income tax as if such option had not been exercised.
No reference herein to the Indenture and no provisions of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest, if any, on this Security at the times, place and
rate, and in the coin or currency, herein and in the Indenture provided;
subject, however, to the provisions for the discharge of the Company from its
obligations under the Securities upon satisfaction of the conditions set forth
in the preceding paragraph or in the Indenture.
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<PAGE>
As provided in the Indenture, upon any consolidation or merger
or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with the provisions of the Indenture,
the successor corporation formed by such consolidation or into which the
predecessor corporation is merged or to which such conveyance, transfer or lease
is made shall be substituted for the predecessor corporation with the same
effect as if such successor corporation had been named as the Company.
Thereafter the predecessor corporation shall be relieved of the performance and
observance of all obligations and covenants of the Indenture and the Securities,
including but not limited to the obligation to make payment of the principal of
(and premium, if any, on) and interest, if any, on all the Securities then
Outstanding, and, in the event of any such conveyance, transfer or lease, may be
liquidated and dissolved.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for a like
aggregate principal amount and tenor, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $100,000 and any larger amount that is
an integral multiple of $1,000. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount and tenor of Securities of
this series of a different authorized denomination, upon surrender of the
Securities to be exchanged at any such office or agency.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
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<PAGE>
As provided in the Indenture, no recourse shall be had for the
payment of the principal of (or premium, if any, on) or the interest, if any, on
this Security, or any part hereof, or for any claim based hereon or otherwise in
respect hereof, or of the indebtedness represented hereby, or upon any
obligation, covenant or agreement of the Company in the Indenture, against any
incorporator, direct or indirect stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation (either
directly or through the Company or any such successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all liability, if any, of
that character against every such incorporator, stockholder, officer and
director being by the acceptance hereof, and as a condition of and as part of
the consideration for the issue hereof, expressly waived and released.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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<PAGE>
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
ARISTAR, INC.
By: ____________________________________
Executive Vice President
[SEAL]
Attest:
_____________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated and
issued under the within-mentioned Indenture.
Dated: August , 1996
THE BANK OF NEW YORK, as Trustee
By: ____________________________________
Authorized Signatory
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<PAGE>
---------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on
this Security, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common UNIF GIFT MIN ACT --
TEN ENT -- as tenants by the
entireties with ____________ Custodian
with right of (Cust)
survivorship and not
as tenants in common ____________
JT TEN -- as joint tenants (Minor)
with right of Under Uniform Gifts
survivorship and not to Minors Act
as tenants in common
------------
(State)
Additional abbreviations may also be used though not in the above list.
--------------
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<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers to
INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
----------
[ ]
- ------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
the within Security of Aristar, Inc. and irrevocably constitutes
and appoints
- ------------------------------------------------------------------------
to transfer said Security on the books of the within-named
Company, with full power of substitution in the premises.
Dated:______________ _________________________________
---------------------------------
The signature to this assignment must
correspond with the name as written upon
the face of the Security in every
particular without alteration or
enlargement, or any change whatsoever.
Signatures must be guaranteed by an
"eligible guarantor institution" meeting
the requirements of the Security
Registrar, which requirements include
membership or participation in the
Security Transfer Agent Medallion Program
("STAMP") or such other "signature
guarantee program" as may be determined
by the Security Registrar in addition to,
or in substitution for, STAMP, all in
accordance with the Securities Exchange
Act of 1934, as amended.
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<PAGE>
