SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT (AMENDED) PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 2-93668-FW
UNIVIEW TECHNOLOGIES CORPORATION
(Exact name of Registrant as specified in its charter)
Texas 75-1975147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17300 North Dallas Parkway, Suite 2050, 75248
Dallas, Texas (Zip Code)
(Address of principal executive offices)
(972) 233-0900
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES X NO
At October 31, 2000, there were 27,191,816 shares of Registrant's
common stock outstanding.
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GENERAL INDEX
Page Number
PART I.
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 11
PART II.
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 13
EXHIBIT INDEX 13
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PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets
September 30, June 30,
2000 2000
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,474,600 $ 1,422,167
Trade accounts receivable, net 1,298,782 1,126,462
Inventories 384,523 261,601
Prepaid expenses 819,625 883,268
Other current assets 799,873 372,086
------------ ------------
Total current assets 4,777,403 4,065,584
OTHER ASSETS
Purchased software, net 2,108,787 2,203,811
Software development costs, net 655,937 546,328
Property and equipment, net 934,707 1,057,541
Trademark, net 3,271,339 3,332,398
Goodwill, net 1,183,050 1,208,414
Other 64,189 109,128
------------ ------------
Total other assets 8,218,008 8,457,620
------------ ------------
Total assets $ 12,995,412 $ 12,523,204
============ ============
The accompanying notes are an integral part of these statements.
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UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets
September 30, June 30,
2000 2000
------------ ------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 505,113 $ 505,468
Accrued and other current liabilities 1,229,486 1,188,082
Line of credit 549,074 321,442
Current maturities of long-term debt 22,307 51,958
Current maturities of obligations under
capital leases 87,465 93,000
Deferred revenue 855,528 964,030
------------ ------------
Total current liabilities 3,248,973 3,123,980
LONG TERM DEBT
Obligation under notes payable,
less current maturities 50,649 --
Obligation under capital leases,
less current maturities 90,587 128,925
------------ ------------
Total liabilities 3,390,209 3,252,905
STOCKHOLDERS' EQUITY
Preferred stock, cumulative, $1.00 par
value; 1,000,000 shares authorized:
Series A, 30,000 and 30,000 shares
issued and outstanding at September 30,
2000 and June 30, 2000 (liquidation
preference of $30,000 and $30,000) 30,000 30,000
Series H, 2 and 2 shares issued and
outstanding at September 30, 2000
and June 30, 2000 (liquidation
preference of $50,000 and $50,000) 2 2
Series 1999-D1, 720 and 720 shares
issued and outstanding at September 30,
2000 and June 30, 2000 (liquidation
preference of $18,000,000 and $18,000,000) 720 720
Common stock, $.10 par value; 80,000,000
shares authorized; 27,191,816 and
26,456,521 shares issued and
outstanding at September 30, 2000
and June 30, 2000 2,719,182 2,645,652
Additional paid in capital 61,881,537 59,944,947
Accumulated deficit (55,026,238) (53,351,022)
------------ ------------
Total stockholders' equity 9,605,203 9,270,299
------------ ------------
Total liabilities and
stockholders' equity $ 12,995,412 $ 12,523,204
============ ============
The accompanying notes are an integral part of these statements.
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UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three Months Ended September 30,
2000 1999
------------ ------------
Revenues
Product Sales $ 1,461,474 $ 2,300,975
Services 994,263 444,080
------------ ------------
Total revenues 2,455,737 2,745,055
Cost of products and services
Cost of product sales 865,212 1,907,327
Cost of services 686,996 219,785
------------ ------------
Total cost of products and
services 1,552,208 2,127,112
------------ ------------
Gross margin 903,529 617,943
Operating expenses 2,684,647 3,167,872
------------ ------------
Operating Loss (1,781,118) (2,549,929)
Other (income) expense
Interest and other (income) expense (130,652) (9,863)
Interest expense 24,750 95,888
------------ ------------
Total other (income) expense (105,902) 86,025
------------ ------------
NET LOSS (1,675,216) (2,635,954)
Dividend requirements on preferred stock 226,075 24,603
------------ ------------
Net loss attributable to common
stockholders $ (1,901,291) $ (2,660,557)
============ ============
Per share ammounts attributable
to common stockholders
Net loss - basic and diluted $ (0.07) $ (0.16)
Weighted average common shares
outstanding 26,828,209 16,221,812
The accompanying notes are an integral part of these statements.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
Three months ended September 30
2000 1999
------------ ------------
Cash flows from operating activities
Net loss $ (1,675,216) $ (2,635,954)
Adjustments to reconcile net loss to
cash provided by (used in)
operating activities:
Depreciation and amortization 387,230 773,807
Sundry non-cash expenses 19,877 --
Changes in assets and liabilities,
net of effects from acquisitions
and dispositions:
Trade accounts receivable (174,577) (74,839)
Inventories (130,422) (4,366)
Prepaid expense 63,643 (648,096)
Other current assets (427,786) --
Other assets 44,939 --
Accounts payable and
accrued liabilities 38,824 (134,030)
Deferred revenue (108,502) --
------------ ------------
Cash used in operating
activities (1,961,990) (2,723,478)
Cash flows from investing activities
Purchase of property and equipment (31,409) (313,956)
Additions to software
development costs (144,124) --
Issuance of note receivable -- (14,694)
------------ ------------
Cash used in investing
activities (175,533) (328,650)
Cash flows from financing activities
Proceeds from line of credit 1,288,551 2,177,224
Principal payments on line of credit (1,060,919) (2,168,009)
Principal payments on long-term debt (7,425) (86,163)
Principal payments on capital
lease obligations (30,251) (26,843)
Proceeds from exercise of stock warrants -- 650,000
Net proceeds from equity transactions 2,000,000 --
------------ ------------
Cash provided by financing
activities 2,189,956 546,209
Net increase (decrease) in cash and cash
equivalents 52,433 (2,505,919)
Cash and cash equivalents, beginning 1,422,167 4,412,664
------------ ------------
Cash and cash equivalents, ending $ 1,474,600 $ 1,906,745
============ ============
Supplemental information
Cash paid for interest $ 24,750 $ 95,888
The accompanying notes are an integral part of these statements.
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
BASIS OF PRESENTATION
The interim consolidated financial statements and summarized notes
included herein were prepared, without audit, in accordance with generally
accepted accounting principles for interim financial information,
pursuant to rules and regulations of the Securities and Exchange
Commission. Because certain information and notes normally included in
complete financial statements prepared in accordance with generally
accepted accounting principles were condensed or omitted pursuant to such
rules and regulations, it is suggested that these financial statements be
read in conjunction with the Consolidated Financial Statements and the
Notes thereto, included in the Company's Annual Report on Form 10-K for
the preceding fiscal year. These interim financial statements and notes
hereto reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of results for the interim periods
presented. Such financial results, however, should not be construed as
necessarily indicative of future earnings.
CREDIT AGREEMENT/NOTES PAYABLE
The Company's subsidiary, Network America, Inc., has a $2.15 million
credit facility with FINOVA Capital Corporation collateralized by
accounts receivable and inventories. The outstanding balance under this
agreement at September 30, 2000 totaled $549,074. This facility contains
various financial covenants, including among other things, minimum net
worth, maintenance of certain fixed charge ratios and maximum allowable
indebtedness to net worth.
Outstanding notes payable at the end of the period were $72,956.
FINANCING TRANSACTIONS
During the fiscal quarter ended September 30, 2000 the Company
received $2,000,000 and issued 735,295 shares of Common Stock.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share are based upon the weighted average
number of shares of common stock outstanding. Diluted earnings (loss)
per share are based upon the weighted average number of shares of common
stock outstanding and, when dilutive, common shares issuable for stock
options, warrants and convertible securities. As the Company has
incurred losses for the periods presented, there are no dilutive
securities in the three-month periods ended September 30, 2000 or 1999.
The effect of preferred stock dividends on the amount of losses allocated
to common stockholders was $.01 and $.00 for the three months ended
September 30, 2000 and 1999, respectively.
Outstanding warrants that were not included in the diluted calculation
because their effect would be anti-dilutive total 2,049,752 and
740,250 for the three months ended September 30, 2000 and 1999,
respectively. Outstanding options that were not included in the diluted
calculation because their effect would be anti-dilutive total 4,689,659
and 2,134,610 for the three months ended September 30, 2000 and 1999,
respectively.
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BUSINESS SEGMENT INFORMATION
During 2000 and 1999, the Company was primarily engaged in the
development of advanced digital set top boxes and related supporting
technologies, computer systems integration, and computer telephony
integration software. The following tables set forth certain information
with respect to the three months ended September 30:
2000 1999
----------- -----------
Net Revenues:
Product sales $ 1,461,474 $ 2,300,975
Services 994,263 444,080
----------- -----------
$ 2,455,737 $ 2,745,055
=========== ===========
Operating loss:
Product sales $ (484,397) $ (236,495)
Services (526,936) (383,387)
Corporate (769,785) (1,930,047)
----------- -----------
Total operating loss (1,781,118) (2,549,929)
Less interest expense (24,750) (95,888)
Interest and other income 130,652 9,863
----------- -----------
Loss from continuing operations $(1,675,216) $(2,635,954)
=========== ===========
Identifiable assets:
Computer products and services $ 8,502,988 $ 3,763,943
Corporate 4,492,424 9,268,048
----------- -----------
$12,995,412 $13,031,991
=========== ===========
Depreciation and amortization
Computer products and services $ 303,341 $ 53,115
Corporate 83,889 720,691
----------- -----------
$ 387,230 $ 773,806
=========== ===========
Capital Expenditures:
Computer products and services $ 31,409 $ 313,956
=========== ===========
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize,
and which are subject to various risks and uncertainties, including
statements concerning expected expenses, and the adequacy of our sources
of cash to finance our current and future operations. When used in this
report, the words "plans," "believes," "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-
looking statements. Factors which could cause actual results to
materially differ from our expectations include the following: general
economic conditions and growth in the high tech industry; competitive
factors and pricing pressures; changes in product mix; the timely
development and acceptance of new products; and the risks described from
time to time in the our SEC filings. These forward-looking statements
speak only as of the date of this report. We expressly disclaim any
obligation or undertaking to release publicly any updates or change in
our expectations or any change in events, conditions or circumstances on
which any such statement may be based, except as may be otherwise
required by the securities laws.
Overview
uniView Technologies Corporation and its subsidiaries (the
"Company") offer competencies and expertise in creating solutions for
video on demand. Our primary focus is the development of advanced
digital set top boxes and the related support technologies, such as
broadband connectivity and computer telephony integration software
(customer service support software). We market our products and services
both domestically and internationally focusing on telecommunications,
hospitality, utilities, banking, multilevel marketing, and other Fortune
1,000 companies. More information about us can be found at our web site,
www.uniView.com.
The following discussion provides information to assist in the
understanding of the Company's financial condition and results of
operations for the fiscal quarter ended September 30, 2000. It should be
read in conjunction with the Consolidated Financial Statements and Notes
thereto appearing in the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 2000.
Results of Operations
Revenues. Total revenues for the first fiscal quarter ended
September 30, 2000 were $2,456,000, compared to $2,745,000 for the same
quarter last year. The 11% decrease is primarily a result of reduced
revenue for Network America, Inc., offset somewhat by revenues
contributed through uniView Softgen Corporation, a new subsidiary
established in November, 1999.
Gross Profit. Gross profit for the first fiscal quarter was
approximately $904,000, compared to $618,000 for the same quarter last
year, a 46% increase. Gross margin, as a percentage of sales, in the
first fiscal quarter this year was 37%, compared to 23% gross margin for
the same quarter last year. These increases for the period can be
<PAGE>
largely attributed to higher margins achieved by uniView Softgen and by
a reduced reliance on hardware and network sales.
Operating Expenses. Total operating expenses for the first fiscal
quarter were $2,685,000 compared to $3,168,000 for 1999. Significant
components of operating expenses for the three months ended September 30,
2000 and 1999 consisted of the following:
2000 1999
---------- ----------
Compensation $1,389,400 $1,020,000
Facilities 129,300 174,300
Depreciation 157,500 351,800
Online service expense 209,700 172,200
Amortization of software development costs,
trademark and goodwill 229,800 422,100
Legal expense and professional fees 120,300 170,200
Sales and Marketing Expenses 78,700 70,500
Other 369,900 786,800
---------- ----------
Total $2,684,600 $3,167,900
Other expenses include public company cost, telephone, travel, office,
insurance and other general and administrative expenses. The overall
$483,000 decrease is primarily attributable to reduced depreciation and
amortization expenses, and certain 1999 one-time expenditures which were
non-recurring.
Liquidity and Capital Resources
Cash Flows From Operations. Cash used by operations for the fiscal
quarters ended September 30, 2000 and 1999 were approximately $1,962,000
and $2,723,000, respectively. Major components of cash flows from
operations for the current quarter included $387,000 for depreciation and
amortization and an increase of over $427,000 in Other Current Assets.
Cash Flows From Investing Activities. During the first quarter, we
purchased $31,000 of property, plant, and equipment as compared to
$314,000 during the same period last year. Additionally, we capitalized
$144,000 of software development cost associated with set top box
development compared to none in the same quarter last year.
Cash Flows from Financing Activities. We generated net cash from
financing activities of approximately $2,190,000 during the quarter ended
September 30, 2000. The primary source of these funds was the proceeds
from the sale of 735, 295 shares of common stock. During the same
quarter last year, we generated $546,000 from financing activities.
<PAGE>
Other Matters
Cash Flow
During the fiscal quarter ended September 30, 2000, we did not
achieve a positive cash flow from operations. Accordingly, we continue
to rely on cash on hand, as well as available borrowing arrangements and
continued sale of our common stock and preferred stock to fund operations
until a positive cash flow from operations can be achieved. We expect to
achieve a positive cash flow in the coming fiscal year; however, if we
are unable to achieve a positive cash flow from operations, additional
financing or placements will be required. We continually evaluate
opportunities with various investors to raise additional capital, without
which, our growth and profitability could be restricted. Although we
believe that sufficient financing resources are available, there can be
no assurance that such resources will continue to be available to us or
that they will be available upon favorable terms.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which
may adversely affect our financial position, results of operations and
cash flows. In seeking to minimize the risks from interest rate
fluctuations, we manage exposures through our regular operating and
financing activities. We do not use financial instruments for trading or
other speculative purposes and we are no party to any leveraged financial
instruments.
We are exposed to interest rate risk primarily through our borrowing
activities, which are described in the "Long-Term Debt" Notes to the
Consolidated Financial Statements of our Annual Report on Form 10-K for
fiscal year ended June 30, 2000, which are incorporated herein by
reference.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In June 1998, we acquired 100 percent ownership of Video Management,
Inc. ("VMI"), which owns 100 percent of Network America, Inc. ("NWA").
VMI had previously acquired NWA from DataTell Solutions, Inc.
("DataTell") as a result of an agreement to accept collateral in
satisfaction of a debt owing by DataTell to VMI. The stock of NWA had
been pledged to VMI by DataTell as collateral in a series of note
agreements with VMI. In May 1998 an involuntary petition in bankruptcy
was filed against DataTell under the United States Bankruptcy Code.
<PAGE>
On October 6, 2000 the Trustee in the DataTell bankruptcy filed an
adversary proceeding against the Company and VMI alleging a preferential
or a fraudulent transfer under the bankruptcy code relating to the
foregoing transactions, alleging damages of approximately $1.7 million.
We intend to vigorously defend this action and believe that we will
prevail on our defenses. However, as with any action of this type, the
timing and degree of any effect upon the Company are uncertain. If the
Trustee prevails in the action, it could have a material adverse effect
upon the Company. The action is currently pending in the United States
Bankruptcy Court, Northern District of Texas, Dallas/Fort Worth/Wichita
Falls Divisions under Case No. 398-34353-RCM-7 (Chapter 7), Adversary No.
00-3512, styled In Re: DataTell Solutions, Inc., Debtor; Jeffrey Mims,
Chapter 7 Trustee of the Estate of Datatell Solutions, Inc., Plaintiff,
vs. uniView Technologies Corporation, Video Management, Inc., Alscomm,
Inc. and Albert B. Greco, Jr., Defendants.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held our 2000 Annual Shareholders' Meeting on November 2, 2000.
Of our 27,191,816 common shares issued and outstanding as of September
20, 2000, the Record Date, 19,401,246 were represented in person or by
proxy at the meeting, which constituted a quorum for the transaction of
all business to come before the meeting.
The following proposals were approved by the required number of
shares represented at the meeting:
1. Election of Directors:
Patrick A. Custer (FOR 18,597,894; WITHHELD 803,352.)
Edward M. Warren (FOR 19,285,394; WITHHELD 115,852.)
Bernard S. Appel (FOR 19,285,413; WITHHELD 115,833.)
Billy J. Robinson (FOR 18,599,494; WITHHELD 801,752.)
George C. Platt (FOR 19,278,803; WITHHELD 122,443.)
2. Ratification of the appointment of Grant Thornton LLP as the
Company's independent auditors for the fiscal year ending June 30, 2001.
FOR: 19,295,564 AGAINST: 73,184 ABSTAIN: 30,256
3. Ratification of stock options granted to employees and
directors.
FOR: 5,098,534 AGAINST: 584,755 ABSTAIN: 51,515
ITEM 5. OTHER INFORMATION
The original term of Network America's credit facility with FINOVA
Capital Corporation expired on October 30, 2000. We are in negotiations
with another lender to secure a new facility and FINOVA has agreed to an
extension of their agreement pending replacement. We expect to secure a
new credit facility in the near future and we believe that replacement of
this credit facility will have little impact upon Network America's
ongoing business.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Reference is made to the Exhibit Index beginning on page 12 of
this Form 10-Q for a list of all exhibits filed with and
incorporated by reference in this report.
(b) Reports on Form 8-K:
During the three months ended September 30, 2000 the Company
filed no Current Reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
uniView Technologies Corporation
(Registrant)
By: /s/ David M. Thomas
David M. Thomas
Vice President and Chief Financial Officer
(Principal Financial and Duly Authorized
Officer)
Date: November 14, 2000
<PAGE>
UNIVIEW TECHNOLOGIES CORPORATION
and Subsidiaries
EXHIBIT INDEX
Sequential
Exhibit Number Description of Exhibits Page Number
3(i) Articles of Incorporation of the Company, as amended
(filed as Exhibit "4.1" to the Company's Registration
Statement on Form S-3 filed with the Commission on
May 13,1998 and incorporated herein by reference.) N/A
3(ii) Bylaws of the Company, as amended (filed as Exhibit
"3(ii)" to the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1999 and
incorporated herein by reference.) N/A
4.1 Form of common stock Certificate of the Company (filed
as Exhibit "4.2" to the Company's annual report on
Form 10-K for the fiscal year ended June 30, 1994 and
incorporated herein by reference.) N/A
4.2 Series A Preferred Stock terms and conditions (filed as
Exhibit "4.3" to the Company's annual report on Form 10-K
for the fiscal year ended June 30, 1994 and incorporated
herein by reference.) N/A
4.3 Series H Preferred Stock terms and conditions (filed as
Exhibit "4.4" to the Company's Registration Statement on
Form S-3 originally filed with the Commission on June 20,
1996 and incorporated herein by reference.) N/A
4.4 Form of warrant issued in connection with the J.P. Carey
Agreement (filed as Exhibit "4.8" to the Company's
Registration Statement on Form S-3 filed with the
Commission on July 20, 1998 and incorporated herein
by reference.) N/A
4.5 Form of warrant issued in connection with Series 1998-A1
Preferred Stock (filed as Exhibit "4.7" to the Company's
Registration Statement on Form S-3 filed with the
Commission on July 20, 1998 and incorporated herein by
reference.) N/A
4.6 Series 1999-D1 Preferred Stock terms and conditions (filed
as Exhibit "4.6" to the Company's Registration Statement
on Form S-3 filed with the Commission on June 28, 1999
and incorporated herein by reference.) N/A
4.7 Form of warrant issued in connection with private
placement to Bonanza Partners, Ltd. (filed as Exhibit
"4.11" to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 1999 and
incorporated herein by reference.) N/A
<PAGE>
4.8 Form of warrant issued in connection with acquisition of
certain assets of Softgen International, Inc. (filed as
Exhibit "4.12" to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended December 31, 1999 and
incorporated herein by reference.) N/A
4.9 Form of warrant issued in connection with private
placement to LBI Group, Inc. (filed as Exhibit "4.14"
to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2000 and incorporated
herein by reference.) N/A
4.10 Form of warrant issued in connection with private
placement to Founders Partners VI, LLC (filed as Exhibit
"4.5" to the Company's Registration Statement on Form
S-3 filed with the Commission on October 10,2000 and
incorporated herein by reference.) N/A
27* Financial Data Schedule (for EDGAR filing purposes only.) 15
_______________
* Filed herewith.
