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Securities and Exchange Commission
Washington, D.C. 20549
Form 8-A/A
Amendment No. 2
(to Registration Statement on
Form 8-A dated February 1, 1993,
as amended October 21, 1994)
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
REXENE CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number: 1-9988
Delaware 75-2104131
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(State of incorporation (I. R. S. Employer
or organization) Identification No. )
5005 LBJ Freeway
Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on which
so registered: each class is to be so registered:
------------------------------------- ----------------------------------
Common Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box: [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box: [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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The Company hereby amends Item 1 of its Registration Statement on Form
8-A, dated February 1, 1993, as amended October 21, 1994, by adding the
information set forth below under the caption "Amendments to the Rights
Agreement." The Company also amends Item 2 by adding Amendment No. 2 to the
Rights Agreement as Exhibit 4.
Item 1. Description of Registrant's Securities to be Registered
Common Stock Purchase Rights.
On January 26, 1993, the Board of Directors of the Registrant declared
a dividend of one common stock purchase right (a "Right") for each outstanding
share of common stock, par value $.01 per share (the "Common Stock"), of the
Company. The dividend is payable on February 8, 1993 (the "Record Date") to
the stockholders of record of the Common Stock on that date. When the Rights
become exercisable, each Right will entitle the registered holder to purchase
from the Registrant one share of Common Stock at a price of $25 per share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Registrant and American Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of the Close of Business on (i) the tenth
day after the date a person (an "Acquiring Person") (other than the Registrant,
any subsidiary of the Registrant, or any employee benefit plan of the
Registrant or any subsidiary of the Registrant) alone or together with
affiliates and associates, has become the beneficial owner of 15% (or such
lower threshold as may be established by the Board of Directors) or more of the
outstanding shares of Common Stock or (ii) the tenth business day after the
date (or such later date as may be determined by action of the Board of
Directors prior to such time as any person becomes an Acquiring Person) of the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group (other than the Registrant, any subsidiary of
the Registrant, or any employee benefit plan of the Registrant or any
subsidiary of the Registrant) of 15% (or such lower threshold as may be
established by the Board of Directors) or more of such outstanding shares of
Common Stock (the earlier of (i) or (ii) being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate with a copy of this Summary of Rights attached thereto.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier termination or expiration of the Rights), new
Common Stock
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certificates issued after the Record Date, upon transfer or new issuance of
shares of Common Stock, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier termination or
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock, outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the shares of Common
Stock represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificate") will be mailed to holders of record of the shares of Common Stock
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. Each share of Common Stock issued
after the Distribution Date and prior to the earlier of the termination or
expiration of the Rights pursuant to exercise of any option, warrant, right or
conversion privilege contained in any option, warrant, right or convertible
security issued by the Registrant prior to the Distribution Date (other than
the Rights) shall also include the right to receive a Right (unless the Board
of Directors provides to the contrary at the time of issuance of any such
option, warrant, right or convertible security) and Right Certificates
evidencing such Rights shall be issued at the time of issuance of such shares
of Common Stock.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 8, 2003 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier
terminated by the Registrant, in each case, as described below.
The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) upon the grant to holders of the shares of Common Stock of
certain rights or warrants to subscribe for or purchase shares of Common Stock
at a price, or securities convertible into shares of Common Stock with a
conversion price, less than the then current market price of the shares of
Common Stock or (iii) upon the distribution of holders of the shares of Common
Stock of evidences of indebtedness or assets (excluding a regular quarterly
cash dividend or a dividend payable in shares of Common Stock) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of shares of Common
Stock issuable upon exercise of each Right are also subject to adjustment in
the event of a stock split of the Common Stock or a stock dividend on the
Common Stock payable in
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shares of Common Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
In the event that on or after the first date of public announcement by
the Registrant or an Acquiring Person that an Acquiring Person has become such
(the "Shares Acquisition Date") the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold (in one transaction or a series of transactions other
than in the ordinary course of business), proper provision will be made so that
each holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price of the Right, that number
of common shares of the acquiring company which at the time of such transaction
will have a market value of two times the Purchase Price. In the event that
any person, together with its affiliates and associates, becomes the beneficial
owner of 15% (or such lower threshold as may be established by the Board of
Directors) or more of the shares of Common Stock then outstanding, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void),
will thereafter have the right to receive upon exercise that number of shares
of Common Stock of the Registrant having a market value of two times the
Purchase Price. Under no circumstances may a Right be exercised following the
occurrence of an event set forth in the preceding sentence prior to the
expiration of the Registrant's right of termination.
At any time after any person becomes an Acquiring Person and prior to
the acquisition by such person, together with its affiliates and associates, of
beneficial ownership of 50% or more of the outstanding shares of Common Stock,
the Board of Directors of the Registrant may exchange the Rights (other than
Rights owned by such person which have become void), in whole or in part, at an
exchange ratio of one share of Common Stock (or of a share of a class or series
of the Registrant's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and
in lieu thereof, an adjustment in cash will be made based on the market price
of the shares of Common Stock on the last trading day prior to the date of
exercise.
At any time prior to the earlier to occur of (i) the acquisition by a
person, together with its affiliates and associates, of beneficial ownership of
15% (or such lower threshold as may be established by the Board of Directors)
or more of the outstanding shares of Common Stock or (ii) the Final Expiration
Date, the Board of
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Directors of the Registrant may terminate the Rights in whole, but not in part,
at no cost. The termination of the Rights may be made effective at such time
on such basis and with such conditions as the Board of Directors in its sole
discretion may establish. Immediately upon any termination of the Rights, all
rights relating to the Rights, including the right to exercise the Rights, will
terminate.
The terms of the Rights may be amended by the Board in any manner
without the consent of the holders of the Rights, except that from and after
such time as any person becomes an Acquiring Person, no such amendment may
adversely affect the interest of the holders of the Rights or may be made
without the consent of the holders of a majority of the Rights (other than
Acquiring Persons.)
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Registrant, including, without limitation, the
right to vote (other than with respect to the amendment of Rights in certain
circumstances) or to receive dividends.
As of January 28, 1993, there were (i) 10,496,164 shares of Common
Stock issued and outstanding, (ii) 770 shares of Common Stock held in treasury,
and (iii) 359,261 shares of Common Stock reserved for issuance pursuant to the
Registrant's 1988 Stock Incentive Plan, the Registrant's Nonqualified Stock
Option Plan for Outside Directors, stock options granted to a key employee, and
the 1992 corporate reorganization of the Registrant under its First Amended
Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code.
One Right will be distributed to stockholders of the Registrant for each share
of Common Stock owned of record by them on February 8, 1993. One Right will be
issued with respect of each share of Common Stock that shall become outstanding
between the Record Date and the earliest of the Distribution Date, the date of
termination of the Rights and the Final Expiration Date. The Registrant's
Board of Directors has reserved for issuance upon exercise of the Rights
11,000,000 shares of Common Stock. Prior to the Distribution Date, when
additional shares of Common Stock are issued, Rights will be issued
simultaneously therewith and, to the extent necessary, shares of Common Stock
will be reserved for issuance upon exercise of such Rights.
The Rights have certain anti-takeover effects. The Rights could cause
substantial dilution to a person or group that attempts to acquire the
Registrant in a manner or on terms not approved by the Board of Directors of
the Registrant. The Rights, however, should not deter any prospective offeror
willing to negotiate in good faith with the Board of Directors. Nor should the
Rights interfere with any merger or business combination approved by the Board
prior to an Acquiring Person's acquiring 25% or more of the Registrant's Common
Stock.
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A copy of the Rights Agreement between the Registrant and the Rights
Agent specifying the terms of the Rights is attached as an Exhibit and
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement.
Amendments to the Rights Agreement.
On August 29, 1994, the Company and the Rights Agent entered
into an amendment ("Amendment No. 1") to the Rights Agreement. Amendment No. 1
amends the Rights Agreement to increase the initial Purchase Price (as defined
therein) of the Common Stock subject to the Rights from $25 to $60 per share.
On July 22, 1996, the Company and the Rights Agent entered
into an amendment ("Amendment No. 2") to the Rights Agreement. Amendment No. 2
amends the Rights Agreement as follows:
(1) to amend the definition of "Acquiring Person" to provide
that if the Board of Directors (consisting of a majority of Continuing
Directors (as defined therein)) of the Company, within 10 business days after
the first date on which the Company became aware that any person, together with
its affiliates and associates, is the beneficial owner of shares of Common
Stock of the Company, would be an Acquiring Person, determines in good faith
that such person has inadvertently exceeded the threshold set forth in the
definition of Acquiring Person, and such person divests as promptly as
practicable a sufficient number of shares of Common Stock of the Company so
that such person would no longer be an Acquiring Person, then such person shall
not be deemed an Acquiring Person;
(2) to add a definition of "Continuing Directors";
(3) to add a legend to the certificates representing
shares of Common Stock of the Company issued after July 22, 1996 to indicate
that such stock certificate entitle the holders thereof to certain rights as
set forth in the Rights Agreement, as amended;
(4) to provide that a majority of the Board of Directors
of the Company may, at its option, at any time prior to the earlier of (i) the
tenth day (or such later date as may be approved by the Board of Directors of
the Company) following the date a person becomes an Acquiring Person or (ii)
the Final Expiration Date (as defined therein), either redeem or terminate the
Rights; and
(5) to amend the amendment provisions to provide that the
Rights Agreement may be amended after a person becomes an Acquiring Person only
if at
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the time of the action of the Board of Directors approving such amendment there
are then in office not less than three Continuing Directors and such amendment
is approved by a majority of the Continuing Directors then in office.
Item 2. Exhibits
The following Exhibits are filed as a part of this Registration
Statement:
99.1. Rights Agreement, dated as of January 26, 1993, between Rexene
Corporation and American Stock Transfer & Trust Company, which
includes as Exhibit B the Form of Right Certificate.*
99.2. Press release, dated January 26, 1993.*
99.3. Amendment No. 1 to Rights Agreement, dated as of August 29, 1994,
between Rexene Corporation and American Stock Transfer & Trust
Company, which includes as Exhibit 1 thereto a complete copy of the
Rights Agreement, as amended by Amendment No. 1.*
99.4. Amendment No. 2 to Rights Agreement, dated July 22, 1996, between
Rexene Corporation and American Stock Transfer & Trust Company.
__________________
*Previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
REXENE CORPORATION
By: /s/ BERNARD J. McNAMEE
-----------------------------
Name: Bernard J. McNamee
Title: Executive Vice Present,
Secretary and General Counsel
Date: July 26, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99.1. Rights Agreement, dated as of
January 26, 1993, between
Rexene Corporation and
American Stock Transfer &
Trust Company, which includes
as Exhibit B thereto the Form
of Right Certificate.*
99.2. Press Release, dated
January 26, 1993.*
99.3. Amendment No. 1 to Rights
Agreement, dated as of August 29,
1994, between Rexene Corporation
and American Stock Transfer &
Trust Company, which includes as
Exhibit 1 thereto a complete copy
of the Rights Agreement, as amended
by Amendment No. 1.*
99.4. Amendment No. 2 to Rights Agreement,
dated July 22, 1996, between Rexene
Corporation and American Stock
Transfer & Trust Company.
</TABLE>
___________________
* Previously filed.
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EXHIBIT 99.4
AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
Amendment No. 2, dated as of July 22, 1996, to the Rights
Agreement, dated as of January 26, 1993 (as amended, the "Agreement"), between
Rexene Corporation, a Delaware corporation (the "Corporation"), and American
Stock Transfer & Trust Company, a New York banking corporation (the "Rights
Agent").
W I T N E S S E T H :
WHEREAS, the Corporation and the Rights Agent executed and
delivered the Agreement specifying the terms of the Rights (as defined
therein); and
WHEREAS, the Board of Directors of the Corporation deems it
desirable to amend the Agreement pursuant to the provisions of Section 27 of
the Agreement to make certain modifications to the Agreement upon the terms and
conditions hereinafter set forth, such modifications to be effective on the
date hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as follows:
1. The definition of the term "Acquiring Person" set forth in
Section 1(a) of the Agreement hereby is amended to add the following new
sentence at the end thereof:
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"Notwithstanding the foregoing, if the Board of
Directors of the Company, within 10 Business Days after the first date
on which the Company shall become aware that any Person, together with
all Affiliates and Associates of such Person, is the Beneficial Owner
of shares of Common Stock of the Company such that such Person (but
for this sentence) would be an Acquiring Person, determines in good
faith (but only if at the time of such determination by the Board of
Directors there are then in office not less than a majority of
directors (and in no event less than three directors) who are
Continuing Directors and such action is approved by a majority of the
Continuing Directors then in office) that such Person has
inadvertently exceeded the thresholds set forth in this definition of
Acquiring Person, and such Person divests as promptly as practicable a
sufficient number of shares of Common Stock so that such Person would
no longer be an 'Acquiring Person' as defined pursuant to the
foregoing provisions of this Section 1(a), then such Person shall not
be deemed an 'Acquiring Person' for any purposes of this Agreement."
2. A definition of a new term "Continuing Director"
hereby is added to Section 1 of the Agreement (immediately following the
definition of "Common Stock" and each of the paragraph letters in Section 1
following such new definitions shall be sequentially relettered), which new
definition shall read in its entirety as follows:
"(g) 'Continuing Director' shall mean any
member of the Board of Directors, while such person is a
member of the Board of Directors, who is not an Acquiring
Person or an Affiliate or Associate of any Acquiring Person,
or a representative or nominee of an Acquiring Person or of
any such Affiliate or Associate, and who either (i) was a
member of the Board of Directors prior to the time that any
Person became an Acquiring Person or (ii) subsequently became
a member of the Board of Directors, and whose nomination for
election or election to the Board of Directors was recommended
or approved by a majority of the Continuing Directors then on
the Board of Directors."
3. Section 3 of the Agreement hereby is amended to add a
new subsection (d) thereto, which shall read in its entirety as follows:
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"(d) Certificates representing shares of
Common Stock issued after July 22, 1996 shall bear the
following legend:
This certificate also evidences and
entitles the holder hereof to certain Rights as set
forth in the Rights Agreement between Rexene
Corporation (the "Corporation") and American Stock
Transfer & Trust Company (the "Rights Agent"), dated
as of January 26, 1993, and as amended from time to
time thereafter (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference and
a copy of which is on file at the principal offices
of the Rights Agent. Under certain circumstances, as
set forth in the Rights Agreement, such Rights will
be evidenced by separate certificates and will no
longer be evidenced by this certificate. The
Corporation will mail to the holder of this
certificate a copy of the Rights Agreement, as in
effect on the date of mailing, without charge,
promptly after receipt of a written request therefor.
Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person
who is, was or becomes an Acquiring Person or any
Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently
held by or on behalf of such Person or by any
subsequent holder, may become null and void.
With respect to such certificates containing the foregoing
legend, until the earlier of (i) the Distribution Date or (ii)
the Final Expiration Date, the Rights associated with the
Common Stock represented by such certificates shall be
evidenced by such certificates alone and registered holders of
Common Stock shall also be the registered holders of the
associated Rights, and the transfer of any of such
certificates shall also constitute the transfer of the Rights
associated with the Common Stock represented by such
certificates. In the event that the Company purchases or
acquires any shares of Common Stock evidenced by a certificate
containing the foregoing legend prior to the earlier of (i)
the Distribution Date or (ii) the Final Expiration Date, any
Rights associated with such shares of Common Stock shall be
deemed cancelled and retired so that the Company shall not be
entitled to exercise any Rights associated with the shares of
Common Stock which are no longer outstanding."
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4. Section 7(a) of the Agreement hereby is amended by
adding the words "redeemed or" immediately before the word "terminated"
appearing in the thirteenth line thereof.
5. Section 11(a)(ii) of the Agreement hereby is amended
by adding the words "and the last sentence of Section 23(a) of this Agreement"
after the words "Subject to Section 24 of this Agreement" appearing at the
start of said Section 11(a)(ii).
6. Section 23(a) of the Agreement hereby is amended to
read in its entirety as follows:
"(a) A majority of the Board of
Directors of the Company may, at its option, at any time prior
to the earlier of (i) the tenth day (or such later date as may
be approved by the Board of Directors) following the date a
Person becomes an Acquiring Person or (ii) the Final
Expiration Date, either (x) redeem all but not less all of the
then outstanding Rights at a redemption price of $.01 per
Right (payable in cash or securities of the Company having a
value (based upon such security's current per share market
price) equal to $.01 per Right) subject to adjustment as
provided in subsection (c) below (the "Redemption Price") or
(y) if the Board of Directors determines that termination (as
opposed to redemption) of the Rights is necessary or advisable
in connection with the Company's compliance with material
contractual obligations of the Company and is in the best
interest of holders of the Rights, terminate and cancel all
but not less than all of the then outstanding Rights. No
amounts shall be payable by the Company nor receivable by
holders of Rights pursuant to such termination and
cancellation. The redemption or termination of the Rights by
the Board of Directors may be made effective at such time on
such basis and with such conditions as the Board of Directors
in its sole discretion may establish and the Company shall not
have any liability to any person as a result of the redemption
or termination of Rights pursuant to the terms of this Section
23 (other than, in the case of the redemption of the Rights,
the payment of the Redemption Price following the effective
date of its redemption of the Rights). From and
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after the time that any Person shall become an Acquiring
Person, the Board may extend the time period described in
clause (i) of the first sentence of this Section 23(a) or may
redeem or terminate the Rights only if at the time of the
action of the Board of Directors there are then in office not
less than a majority of directors who are Continuing Directors
and such extension and redemption or termination is approved
by a majority of the Continuing Directors then in office.
Notwithstanding anything contained in this Agreement to the
contrary, the Rights shall not be exercisable pursuant to
Section 11(a)(ii) prior to the expiration of the Company's
rights of redemption and termination hereunder."
7. Section 23(b) of the Agreement hereby is amended to
read in its entirety as follows and a new Section 23(c) hereby is added to the
Agreement as follows:
"(b) Immediately upon the effective time
of action of the Board of Directors of the Company ordering
the redemption or termination of the Rights pursuant to
paragraph (a) of this Section 23, evidence of which shall be
filed with the Rights Agent, and without any further action
and without any notice, all rights of the holders of Rights,
including without limitation the right to exercise the Rights,
will terminate (other than, in the case of the redemption of
the Rights, the Right to receive the Redemption Price). The
Company shall promptly give public notice of any such
redemption or termination; provided, however, that the failure
to give, or any defect in, any such notice shall not affect
the validity of such redemption or termination. Within 10
days after such action of the Board of Directors ordering the
redemption or termination of the Rights pursuant to paragraph
(a), the Company shall mail a notice of redemption or
termination (as the case may be) to all the holders of the
then outstanding Rights at their last addresses as they appear
upon the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent
for the Common Stock. Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not
the holder receives the notice."
"(c) In the event the Company shall at
any time after July 22, 1996 (A) pay any dividend on Common
Stock in shares of Common Stock, (B) subdivide or split the
outstanding shares of
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Common Stock into a greater number of shares or (C) combine or
consolidate the outstanding shares of Common Stock into a smaller
number of shares or effect a reverse split of the outstanding shares
of Common Stock, then and in each such event the Redemption Price
shall be appropriately adjusted to reflect such event."
8. Section 27 of the Agreement hereby is amended by
adding the words "redeemed or" immediately before the word "terminated"
appearing on the seventh line thereof.
9. Section 27 of the Agreement hereby is amended by
adding the following new sentence at the end thereof:
"Notwithstanding anything contained in this
Rights Agreement to the contrary, supplements or amendments may be made after
the time that any Person becomes an Acquiring Person only if at the time of the
action of the Board of Directors approving such supplement or amendment there
are then in office not less than three Continuing Directors and such supplement
or amendment is approved by a majority of the Continuing Directors then in
office."
10. The forms of Exhibits to the Agreement shall be
amended in such manner as may be necessary to reflect the execution of this
Amendment No. 2.
11. This Amendment No. 2 to the Agreement shall become
effective as of the Close of Business on July 22, 1996.
12. This Amendment No. 2 to the Agreement may be executed
in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
13. Except as specifically provided in this Amendment No. 2
to the Agreement, the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to the Agreement to be duly executed, all as of the day and
year first above written.
REXENE CORPORATION
By: /s/ BERNARD J. McNAMEE
--------------------------------------
Name: Bernard J. McNamee
Title: Executive Vice President,
Secretary and General Counsel
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ HERBERT J. LEMMER
--------------------------------------
Name: Herbert J. Lemmer
Title: Vice President
7
