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): September 21, 2000
SHOP AT HOME, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-25596 62-1282758
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5388 Hickory Hollow Parkway, Antioch, Tennessee 37013
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(Address, including zip code, of principal executive office)
(615) 263-8000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On June 30, 2000, Shop At Home, Inc. (the "Company") issued 2,000
shares of its Series B Convertible Preferred Stock and related Warrants in a
private placement to institutional investors. On September 21, 2000 the Company
agreed with the holders of its Series B Preferred Stock to amend the terms
thereof. The amendment provides for the orderly conversion of the Series B
Preferred Stock into Common Stock and extends the restrictions on the shorting
of stock by the holders of the Series B Preferred Stock. A copy of the Waiver
and Agreement, dated September 21, 2000, is attached hereto as Exhibit 10.1.
The Company has also signed a Letter Agreement with Azteca America
Stations Group, LLC to sell its Bridgeport Television for $37.5 million. The
parties agreed to file for the FCC approval of the transfer as soon as practical
and agreed to enter a Definitive Agreement within thirty (30) days subject to
customary due diligence.
The Press Release that the Company released concerning these two event
is attached hereto as Exhibit 99.1.
Item 7. Exhibits
10.1 Waiver and Agreement, dated September 21, 2000, by and among Shop
at Home, Inc. and the holders of the Series B Convertible Preferred Stock.
99.1 Press Release
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 hereunto duly authorized.
SHOP AT HOME, INC.
(Registrant)
By: /s/ George J. Phillips
------------------------------
George J. Phillips
Executive Vice President and General Counsel
Date: September 21, 2000
<PAGE>
Exhibit 10.1
WAIVER AND AGREEMENT
This Waiver and Agreement (this "Agreement"), which waives certain
rights and obligations of the parties hereto set forth in the Securities
Purchase Agreement (the "Purchase Agreement"), dated June 30, 2000, by and among
Shop At Home, Inc., a Tennessee corporation (the "Company"), and HFTP Investment
L.L.C. ("HFTP") and Leonardo, L.P. ("Leonardo" and together with HFTP, the
"Buyers") and the Articles of Amendment to the Charter of Shop At Home, Inc.
filed pursuant to the Purchase Agreement on June 30, 2000 (the "Articles of
Amendment") and the Registration Rights Agreement (the "Registration Rights
Agreement"), dated June 30, 2000, by and among the Company and the Buyers and
also sets forth certain additional agreements between the parties hereto, is
dated and effective as of September 21, 2000.
WHEREAS, the Company intends to submit Company's Conversion Election
Notices (as defined in the Articles of Amendment) to each of the Buyers for the
conversion of shares of the Company's Series B Convertible Preferred Stock (the
"Preferred Shares"); and
WHEREAS, the Company desires that each Buyer waives certain provisions
of the Articles of Amendment, the Purchase Agreement and the Registration Rights
Agreement and enter into certain agreements relating to the parties rights and
obligations as set forth in those documents;
NOW THEREFORE, for the mutual consideration set forth below each of the
Buyers and the Company agree as follows:
1. Conversion at the Company's Election. The Company shall,
simultaneously with the execution of this Agreement, provide to each of the
Buyers two Company's Conversion Election Notices which shall be for an aggregate
of 1,000 Preferred Shares in the following amounts and manner:
a. First Conversion Period. The Company shall deliver to each
of the Buyers Company's Conversion Election Notices which shall be for an
aggregate of 500 Preferred Shares, allocated between the Buyers pursuant to the
terms of Section 7 of the Articles of Amendment, which shall have a Company's
Conversion Election Notice Date (as defined in the Articles of Amendment) of
September 22, 2000 and which shall set forth a Company's Election Conversion
Date (as defined in the Articles of Amendment) of October 31, 2000.
b. Second Conversion Period. The Company shall deliver to each
of the Buyers Company's Conversion Election Notices which shall be for an
aggregate of 500 Preferred Shares, allocated between the Buyers pursuant to the
terms of Section 7 of the Articles of Amendment, and which shall have,
notwithstanding the fact that such notice is to be provided simultaneously with
this Agreement, an effective Company's Conversion Election Notice Date of
November 1, 2000 and shall set forth a Company's Election Conversion Date of
December 31, 2000. For the purposes of clause (B) of Section 4(l) of the
Purchase Agreement and the calculation of Pro Rata Conversion Amounts pursuant
to Section 7 of the Articles of Amendment, the Company's Conversion Election
Notices given pursuant to this Section 1(b) shall not be deemed to have been
given until November 1, 2000.
2. Amendment to the Purchase Agreement.
a. Effective as of August 30, 2000, each of the Buyers and the Company
amend Section 4(n) of the Purchase Agreement by replacing the first phrase of
the second sentence of such Section which states:
"The Company shall not amend,"
with the following:
"Other than the First Amendment and Waiver, dated as of August 31,
2000, to the Revolving Credit Agreement, dated as of December 15, 1999,
among the Company and the lenders from time to time parties thereto,
and Union Bank of California, N.A., the Company shall not amend,"
b. Effective as of September 21, 2000, each of the Buyers and the
Company amend Section 4(l) of the Purchase Agreement by deleting clause (e) of
Section 4(l) of the Purchase Agreement and replacing it in its entirety with the
following:
"(e) with respect to a Short Sale so long as such Buyer delivers a
Conversion Notice (as defined in the Articles of Amendment) within four
(4) Business Days of such Short Sale entitling such Buyer to receive a
number of shares of Common Stock at least equal to the number of shares
of Common Stock sold in such Short Sale;"
3. Waivers to the Articles of Amendment. Provided that, and for so long
as, the Company continues to comply with its obligations under Sections 12 and
13 of this Agreement and under the Articles of Amendment as it relates to the
Company's Conversion Election Notices set forth in Section 1 hereof:
<PAGE>
a. Fixed Conversion Price Adjustment. If on October 31, 2000
the Company is a party to an arms length definitive contract, with a third party
which is not affiliated with the Company or any of its officers (provided that
such third party may be a director of the Company or any entity controlled by
such director) and which is reasonably able to meet its obligations under such
contract, for the sale of one of the Company's television stations for cash
proceeds, net of fees and expenses incurred in connection with such sale, to the
Company of at least $30 million in immediately available or next day available
funds, which (I) has a closing date not later than the 10th day following final
approval of such sale by the Federal Communications Commission (the "FCC") (the
"Contract Closing Date") and (II) may be subject to FCC approval and other
closing conditions (other than a due diligence review condition by the buyer)
which are customary for the sale of comparable television station assets which
assets do not constitute the sale of all or substantially all of the assets of
the seller (the "Station Contract"), then each of the Buyers waives its right
and the Company's obligation to adjust the Fixed Conversion Price (as defined in
the Articles of Amendment) solely as a result of the occurrence of an event
provided for in clause (B) or clause (C) of Section 2(f)(v) of the Articles of
Amendment, provided, however, that if (y) an appropriate application for the
approval of the transaction contemplated by the Station Contract is not filed
with the FCC by November 30, 2000, or (z) the sale of the television station
pursuant to the Station Contract (I) is not consummated by the earlier of the
Contract Closing Date or March 15, 2001 or (II) is abandoned or terminated, this
waiver will thereafter be void and of no effect.
b. Redemption Election. If on October 31, 2000 the Company is
a party to the Station Contract, then each of the Buyers waives its right and
the Company's obligation to satisfy clause (vii) and clause (viii) of Section 6
of the Articles of Amendment in order to have a Redemption at Company's Election
(as defined in the Articles of Amendment), provided, however, that if (y) an
appropriate application for the approval of the transaction contemplated by the
Station Contract is not filed with the FCC by November 30, 2000, or (z) the sale
of the television station pursuant to the Station Contract (I) is not
consummated by the earlier of the Contract Closing Date or March 15, 2001 or
(II) is abandoned or terminated, this waiver will thereafter be void and of no
effect.
c. Conversion Election. If on October 31, 2000 the Company is
a party to the Station Contract, then each of the Buyers waives its right and
the Company's obligation to satisfy clause (ix) and clause (x) of Section 7 of
the Articles of Amendment in order to have a Company's Conversion Election (as
defined in the Articles of Amendment), provided, however, that if (y) an
appropriate application for the approval of the transaction contemplated by the
Station Contract is not filed with the FCC by November 30, 2000, or (z) the sale
of the television station pursuant to the Station Contract (I) is not
consummated by the earlier of the Contract Closing Date or March 15, 2001 or
(II) is abandoned or terminated, this waiver will thereafter be void and of no
effect.
d. Conversion Election Notices. Solely for the purpose of
allowing the Company to provide the Company's Conversion Election Notices set
forth in Section 1 of this Agreement, each of the Buyers waives the Condition to
Conversion at the Company's Election (as defined in the Articles of Amendment)
set forth in clause (xiii) of Section 7 of the Articles of Amendment.
4. Waivers to the Purchase Agreement. Provided that, and for so long
as, the Company continues to comply with its obligations under Sections 12 and
13 of this Agreement and under the Articles of Amendment as it relates to the
Company's Conversion Election Notices set forth in Section 1 hereof:
a. Restrictions on Short Sales. Each of the Buyers waives,
during the Forbearance Period (as defined below) only, its right to engage in
any transaction constituting a Short Sale (as defined in the Purchase
Agreement), to the extent such transaction is otherwise prohibited by Section
4(l) of the Purchase Agreement, solely as a result of the occurrence of an event
described in either clause (c) or clause (d) of Section 4(l) of the Purchase
Agreement, provided that the occurrence of such event took place prior to or
during the Forbearance Period.
b. Additional Issues Regarding Short Sales. Furthermore, if
on October 31, 2000 the Company is a party to the Station Contract, each of the
Buyers waives its right to engage in any transaction constituting a Short Sale,
to the extent such transaction is otherwise prohibited by Section 4(l) of the
Purchase Agreement, solely as the result of the occurrence of an event described
in either clause (h) or clause (i) of Section 4(l) of the Purchase Agreement,
provided, however, that if (y) an appropriate application for the approval of
the transaction contemplated by the Station Contract is not filed with the FCC
by November 30, 2000, or (z) the sale of the television station pursuant to the
Station Contract (I) is not consummated by the earlier of the Contract Closing
Date or March 15, 2001 or (II) is abandoned or terminated, this waiver will
thereafter be void and of no effect.
5. Waivers to the Registration Rights Agreement. Each of the Buyers and
the Company agree that the provisions of Section 2(e) of the Registration Rights
Agreement require the Company to file a new registration statement on or prior
to September 22, 2000, which requirement shall be waived provided that the
Company files, and subject to the Company filing, on or prior to September 27,
2000, a new registration statement which, other than the date on which it is
filed, is in compliance with Section 2(e) of the Registration Rights Agreement.
6. Agreement on Conversion Restrictions. Notwithstanding any rights or
obligations contained in the Articles of Amendment, the Company and each of the
Buyers agree as follows:
The right of a holder of Preferred Shares to convert Preferred Shares
pursuant to Section 2(b) of the Articles of Amendment shall be limited
as set forth below. Subject to the exceptions described below, without
the prior consent of the Company, no holder of Preferred Shares shall
be entitled to convert any Preferred Shares during the period beginning
on the date hereof and ending on and including December 31, 2000.
Notwithstanding the foregoing, the conversion restrictions set forth in
this Section 6 shall not apply: (i) with respect to each holder of
Preferred Shares, to the number of Preferred Shares equal to the
aggregate of all such holder's Pro Rata Conversion Amounts (as defined
in the Articles of Amendment) set forth in each Company's Election
Conversion Notice (as defined in the Articles of Amendment) received by
such holder on or prior to the date of determination; provided,
however, that the Company's Conversion Election Notices described in
Section 1(b) of this Agreement shall be deemed to be received on
November 1, 2000 and not prior to November 1, 2000; (ii) on or after
any date on which the Common Stock is not quoted on the Nasdaq National
Market or listed on The New York Stock Exchange, Inc. or has been
suspended from trading on such market or exchange (other than
suspensions of not more than one day due to business announcements by
the Company) or on which delisting or suspension by such market or
exchange has been threatened or is pending either (I) in writing by
such market or exchange or (II) by falling below the minimum listing
maintenance requirements of such market or exchange; (iii) on or after
any date on which there shall have occurred a Triggering Event (as
defined in the Articles of Amendment) or an event that with the passage
of time and without being cured would constitute a Triggering Event;
(iv) on or after any date on which a Change of Control (as defined in
the Articles of Amendment) shall have been consummated or there has
been a public announcement of a pending, proposed or intended Change of
Control; (v) on or after any date on which the Company issues or sells
or is deemed to have issued or sold any Convertible Securities (as
defined in the Articles of Amendment) or Options (as defined in the
Articles of Amendment) that are convertible into or exercisable or
exchangeable for shares of Common Stock at a conversion or exercise
price which varies or may vary with the market price of the Common
Stock, including by way of one or more reset(s) to a fixed price; (vi)
on or after any date on which the Company fails to pay the Company's
Election Redemption Price (as defined in the Articles of Amendment) for
any Preferred Shares in a timely manner in accordance with a Redemption
at Company's Election pursuant to Section 6 of the Articles of
Amendment; (vii) at any time after the Forbearance Period on which the
Closing Sale Price (as defined in the Articles of Amendment) of the
Common Stock is less than $3.00 per share (subject to adjustment for
stock splits, stock dividends, stock combinations and other similar
transactions) for any 10 trading days not within the Forbearance Period
and during the 15 consecutive trading days immediately preceding such
date of determination; (viii) at any time after the Forbearance Period
on which the Closing Sale Price of the Common Stock is less than $2.50
per share (subject to adjustment for stock splits, stock dividends,
stock combinations and other similar transactions) for any 3
consecutive trading days not within the Forbearance Period and
immediately preceding such date of determination; (ix) with respect to
any conversion of Preferred Shares at a price equal to the Fixed
Conversion Price then in effect; (x) at any time on or after the
earlier to occur of (A) the Stockholder Meeting Deadline (as defined in
the Purchase Agreement) and (B) the date on which the Company holds its
next meeting of stockholders, if the Company fails to receive the
Stockholder Approval (as defined in the Purchase Agreement) on or
before such date; (xi) on and after the first date on which the Company
fails to comply in any respect with its obligations under Section 4(n)
of the Purchase Agreement, as amended hereby; or (xii) after the last
day of the Forbearance Period.
7. Definitions. "Forbearance Period" shall mean the period beginning on
and including the date hereof and ending on and including October 31, 2000;
provided, however, that if the Company should either (I) satisfy both of the
conditions set forth in clause (h) and clause (i) of Section 4(l) of the
Purchase Agreement or (II) on October 31, 2000 be a party to the Station
Contract, then such ending date shall be extended to the earlier of (A) if the
basis for such extension is clause (II) above, the earlier of (y) November 30,
2000, if an appropriate application for the approval of the transaction
contemplated by the Station Contract is not filed with the FCC by November 30,
2000 or (z) the date such Station Contract is abandoned or terminated or (B)
December 31, 2000.
8. Certain Representations. Each of the Buyers severally, and not
jointly, represents that it is the record and beneficial owner of 1,000
Preferred Shares, and that this Agreement constitutes a legal, valid and binding
obligation enforceable against it in accordance with its terms. The Company
represents that this Agreement constitutes a legal, valid and binding obligation
enforceable against it in accordance with its terms.
9. Successors and Assigns. This Agreement is binding upon the parties
hereto and their successors and assigns, including any transferee of the
Preferred Shares. Each of the Buyers shall not (except for conversions)
transfer, assign or otherwise dispose of the Preferred Shares without first
obtaining a written agreement, in favor of the Company from the party to whom
such Preferred Shares are transferred, assigned or otherwise disposed of, to
agree to be bound by the terms of this Agreement.
10. Legend. Each certificate for Preferred Shares issued subsequent to
the date hereof shall bear the following additional legend:
The securities represented by this Certificate are subject to the terms
of that certain Waiver and Agreement, dated as of September 21, 2000,
by and among the Company and the holders of the Series B Preferred
Stock.
11. Counterparts. This Agreement may be executed in identical
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other parties hereto by facsimile transmission of a copy
of this Agreement bearing the signature of the party so delivering this
Agreement.
12. Filing of Form 8-K. On or before 8:30 a.m., Eastern Time, on
September 22, 2000, the Company shall file a Current Report on Form 8-K with the
SEC describing the terms of this Agreement and include this Agreement as an
exhibit to such Current Report on Form 8-K.
13. Publicity. The Company and each Buyer shall have the right to
approve before issuance any press releases or any other public statements with
respect to this Agreement; provided, however, that the Company shall be
entitled, without the prior approval of any Buyer, to make any press release or
other public disclosure with respect to this Agreement as is required by
applicable law and regulations (although each Buyer shall be consulted by the
Company in connection with any such press release or other public disclosure
prior to its release and shall be provided with a copy thereof).
14. Other Provisions. Except as set forth herein, all other provisions
of the Purchase Agreement, the Articles of Amendment and the Registration Rights
Agreement shall remain in full force and effect.
* * * * *
<PAGE>
IN WITNESS WHEREOF, the Buyers and the Company have caused this Waiver
and Agreement to be duly executed as of the date first written above.
COMPANY: BUYERS:
SHOP AT HOME, INC. HFTP INVESTMENT L.L.C.
By: /s/ By: Promethean Asset Management L.L.C.
Name: Kent Lillie Its: Investment Manager
Title:President
& Chief Executive Officer
By: /s/
Name: James F. O'Brien, Jr.
Title:Managing Director
LEONARDO, L.P.
By: Angelo, Gordon & Co., L.P.,
Its: General Partner
By: /s/
Name: Michael L. Gordon
Title:Chief Operating Officer
<PAGE>
Exhibit 99.1
Contact: Ariane Amiri, Dir. IR
Shop At Home, Inc.
615-263-8000
FOR IMMEDIATE RELEASE
Friday September 22, 2000
SHOP AT HOME INC. ANNOUNCES AGREEMENT TO SELL ITS BRIDGEPORT TELEVISION STATION
COMPANY AMENDS SERIES B PREFERRED STOCK TO MAINTAIN
RESTRICTIONS ON SHORT SALES AND TO PROVIDE FOR ORDERLY CONVERSION
NASHVILLE, Tennessee (September 22, 2000) - - Shop At Home, Inc. (Nasdaq: SATH)
(the "Company"), an electronic commerce leader in both broadcast and Internet
channels, announced today that it has entered into a firm agreement to sell
television station WSAH, Bridgeport, Connecticut to Azteca America Stations
Group, LLC for $37.5 million in cash at closing. The Company also announced that
it had agreed with the holders of its Series B Preferred Stock to amend the
terms thereof. The amendment provides for the orderly conversion of the Series B
Preferred Stock into Common Stock and extends the restrictions on the shorting
of stock by the holders of the Series B Preferred Stock.
Kent Lillie, the Company's President and Chief Executive Officer said,
"The sale of our Bridgeport station, the least mature of Shop At Home's six
owned and operated stations, represents a substantial return on our investment
in a very short period of time and is part of our overall strategy to return to
profitability. Moreover, our remaining television stations, which are carried in
approximately 5.4 million cable households, constitute an impressive mix of
properties with four out of five stations in the top fifteen market areas, and
three out of five in the valuable UHF Channel 59-69 range."
"We will deploy the cash proceeds from the sale to bring greater and
more immediate benefits to the Company, consistent with our desire to prudently
re-capitalize and repay debt. In addition, we believe the amendment to our
preferred stock agreement removes uncertainty over the Company's capital
structure and enables us to improve value for our shareholders."
Bridgeport Station Sale
Shop At Home and Azteca America entered into an agreement on September
20, 2000 outlining the sale of WSAH-Bridgeport, for a total purchase price of
$37.5 million. A more definitive purchase agreement between both companies is
expected to be signed within 30 days upon completion of due diligence. The
parties agreed to file the application to transfer the station's licenses with
the FCC as soon as possible.
The television station WSAH, Channel 43/DTV Channel 42, licensed to the
city of Bridgeport, Connecticut, was purchased by Shop At Home in June of 1999
for $18.1 million. WSAH serves part of the New York designated market area (as
defined by Nielsen Media Research). The Company anticipates that the gain from
the sale of the station will have minimal tax consequences due to prior net
operating losses.
The Company intends to replace approximately 765,000 full time
equivalent cable households (3% of our national distribution) reached by WSAH in
Connecticut and New York with carriage by new and existing Shop At Home
affiliates.
Restructuring the Convertible Preferred Stock
Under the terms of the agreement reached with the holders of the Series
B Preferred Stock, the holders have agreed to waive through October 31, 2000
provisions of the Series B Preferred Stock that would have enabled the holders
to voluntarily convert their Series B Preferred Stock and which would have
rendered inapplicable certain restrictions on shorting the Company's common
stock. This waiver will extend until December 31, 2000 in the case of voluntary
conversion, and until June 30, 2001 in the case of short selling, if by October
31, 2000 certain conditions are met. The conditions would be deemed satisfied
by an agreement to sell a television station on certain specified terms,
including for proceeds, net of related fees and expenses, in excess of $30
million. The Company expects that the sale of the Bridgeport station will
satisfy this condition.
The Company has also agreed with the holders of the Series B Preferred
Stock that such holders will convert $5 million of Series B Preferred into
Common Stock by October 31, 2000, and another $5 million of Preferred Stock
into Common Stock between November 1, 2000 and December 31, 2000, subject to
certain volume limitations. Under the existing terms of the Series B Preferred
Stock the holders may,among other things, engage in short sales of common stock
up to the amount of the coversions referenced above. The Company retains the
right, subject to certain conditions, to redeem for cash the remaining $10
million dollars of Series B Preferred Stock (of the original $20 million of
Series B Preferred Stock issued).
Mr. Lillie stated, "We appreciate the cooperation of Promethean
and the other preferred shareholders in restructuring our agreement,
which we believe reflects their confidence in the overall value of our Company
and business plan."
About Azteca America
On September 7, 2000, Pappas Telecasting Companies, the nation's
largest privately-held owner and operator of television stations, and TV Azteca
(NYSE: TZA), the second largest producer of Spanish language programming in the
world, announced an alliance to create a new nationwide Spanish language
television network called Azteca America. The network will be 80% owned by
Pappas Telecasting and 20% owned by TV Azteca.
Azteca America will begin full network operations during the second
quarter of 2001 with the combination of the popular Spanish language programming
of TV Azteca -- the owner of two nationwide broadcast networks in Mexico -- and
a broad network of television stations contributed by Pappas Telecasting. The
network will initially reach at least seven of the top 10 Hispanic market areas,
including the top four. Stations in some select markets will begin broadcasting
TV Azteca programming in the fourth quarter of 2000. Additional acquisitions are
pending.
About Shop At Home
Shop At Home, Inc., a leader in converged technology, is a premier
retailer of specialty consumer products, primarily collectibles, through
interactive electronic media including broadcast, cable and satellite television
and, increasingly, over the Internet. Shop At Home Network reaches over 60
million unique cable and satellite households. In addition to the Bridgeport
station, licensed to the New York Market, the Company owns full power television
stations in San Francisco, Boston, Houston, Cleveland, and Raleigh making Shop
At Home the Nation's 13th largest television broadcaster.
Shop At Home also operates collectibles.com, a leading online site for
the retail sale of collectibles products that features state-of-the-art
technology from Oracle Corp. (Nasdaq: ORCL), and others to offer collectors a
unique online shopping experience. collectibles.com recently announced its first
million dollar sales month, and has completed exclusive-to-the-Internet
distribution agreements with more than 85 of the leading manufacturers and
licensees of collectibles products.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995 - This release contains forward-looking statements, including but not
limited to statements concerning the Company's intent to sell a television
station and such sale's consequence, within the meaning of Section 27A of
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Actual results may differ materially from those identified for a
number of reasons as are discussed from time to time in Shop At Home's SEC
reports, including but not limited to the registration statement on Form
S-3 as amended on July 1, 1999, the report on Form 10-K for the year ended
June 30, 2000 (Business and Management's Discussion and Analysis of
Financial Condition and Results of Operations), the Form 10-Q filed for the
Quarters ending December 31, 1999 and March 31, 2000 and any recently filed
Forms 8-K.
-END-
