<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TOWER PROPERITES COMPANY
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Richard M. Erickson
---------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which
the filing fee is calculated and state how it was determined.)
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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<PAGE> 2
TOWER PROPERTIES COMPANY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 10, 1996
The annual meeting of the stockholders of Tower Properties
Company will be held in Suite 1215 in the Commerce Tower, Kansas
City, Missouri, on April 10, 1996 at ten o'clock a.m., Kansas City
Time, for the following purposes:
1. To elect two members of the Board of Directors to serve
until the annual stockholders meeting in 1999.
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of Business on
February 22, 1996 as the time for which the stockholders of Tower
Properties Company entitled to notice and to vote at the meeting
shall be determined.
By Order of the Board of Directors
CHESTER A. WITTWER, JR.
Secretary
March 8, 1996
It is important that your stock be represented at the meeting.
You are urged to date, sign and return the enclosed proxy promptly.
<PAGE> 3
PROXY STATEMENT
TOWER PROPERTIES COMPANY
ANNUAL MEETING APRIL 10, 1996
SOLICITATION:
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Tower Properties Company
(the "Company"), Suite 102, Commerce Tower, 911 Main Street, Kansas
City, Missouri 64105, of proxies to be used at the annual meeting
of stockholders of the Company to be held April 10, 1996. The cost
of solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, proxies may be solicited
personally or by telephone or telegram by regular employees of the
Company, and brokerage houses, the Company's transfer agent and
other custodians, nominees and fiduciaries may be requested to
forward soliciting material to their principals and the Company
will reimburse them for the expense of doing so. This proxy
statement and accompanying proxy will first be sent to stockholders
on or about March 8, 1996. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time
before it is exercised.
Tower Properties Company was incorporated in the State of
Missouri on September 29, 1989, as Tower Acquisition Corp. It was
formed pursuant to an Agreement and Plan of Merger dated August 7,
1989 ("Agreement"), between Commerce Bancshares, Inc.
("Bancshares") and the former Tower Properties Company ("Old
Tower"). Agreement was approved by the Shareholders of Bancshares
and Old Tower on January 26, 1990. Certain assets of Old Tower
were transferred to Acquisition. Old Tower was merged with
Bancshares, and the corporate name of Acquisition was changed to
Tower Properties Company ("Company"). Old Tower Shareholders
received 7.88 shares of Bancshares and 1 share of common stock in
Company for each share of Old Tower owned.
VOTING SECURITIES:
Only stockholders at the close of business on February 22,
1996 are entitled to vote at the meeting, and at the close of
business on said date there were outstanding 171,014 shares of
common stock of the Company. Each holder of common stock is
entitled to one vote per share upon all matters and one vote for
each director position to be filled. Cumulative voting is not
permitted. In the election of directors and on all other matters
1
<PAGE> 4
presented for stockholder vote, abstentions and broker non-votes
will be considered solely for quorum purposes.
ACTION TO BE TAKEN UNDER THE PROXY:
The person acting under the accompanying proxy will vote for
the election of the nominees for directors, unless the stockholder
indicates differently on the proxy. The person acting under said
proxies will cast one vote for each share of stock of Company owned
by the stockholder for the election of each director whose name is
not stricken from the proxy. Should any nominee named herein for
the office of director become unable or unwilling to accept nomina-
tion or election, it is intended that the persons acting under the
proxy will vote for the election in his stead, of such other person
as the management of the Company may recommend. Each nominee has
indicated his willingness to serve, if elected, and it is not anti-
cipated that any nominee will be unable or unwilling to serve if
elected to office. A majority vote of the shares represented at
the meeting in person or by proxy shall be necessary to elect each
director to be elected at the meeting.
ELECTION OF DIRECTORS
Pursuant to authority provided in the Articles of Incorpora-
tion the current Board of Directors consist of six (6) persons.
There are two (2) "Class I" directors who serve until the annual
stockholders meeting in 1996; two (2) "Class II" directors who
serve until 1997; and two (2) "Class III" directors who serve until
1998. At each annual meeting of stockholders, the directors con-
stituting one class are elected for a three year term.
Two (2) "Class I" directors will be elected at the 1996
annual meeting and it is intended that shares represented by proxy
will, unless contrary instructions are given, be voted in favor of
the election of the nominees hereafter named. The proxies cannot
be voted for a greater number of persons than the nominees named.
Should a director be unable to serve his full term, the by-
laws provide that the remaining directors then in office, by a
majority vote, may elect a successor to serve the unexpired portion
of the term of the director whose position shall be vacated.
<TABLE>
The following are nominees for election:
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION
POSITION WITH SERVED AS DURING PAST FIVE YEARS
COMPANY DIRECTOR SINCE & OTHER DIRECTORSHIPS
- ------- -------------- ----------------------
Class I to serve until annual meeting in 1999.
2
<PAGE> 5
<C> <C> <S>
James M. Kemper, Jr. October 24, 1989 Chairman and President
74 (Director of Old of the Company. Mr.
Tower from 1/23/58 Kemper is a director
to 1/90) of Commerce Bancshares
and served as Chairman
prior to November
1991. James M. Kemper
Jr., is the father of
Jonathan M. Kemper and
David W. Kemper.
Neil T. Douthat October 24, 1989 Piper Jaffray, Inc.,
47 (Director of Old formerly Piper,
Tower from 1/17/89 Jaffray and Hopwood
to 1/90) Incorporated. Managing
Director - Investments
and Resident Manager
since 1989.
<CAPTION>
The following directors of the Company will continue after the 1996 annual
meeting:
Class II to serve until annual meeting in 1997.
<C> <C> <S>
David W. Kemper October 24, 1989 President and Director
45 (Director of Old of Commerce Bancshares
Tower from 4/8/87 since 1982. Chairman
to 1/90) and Chief Executive
Officer of Commerce
Bancshares since
November 1991.
Director of Seafield
Capital, Ralcorp Hold-
ings and Wave Technol-
ogies, Inc. David
W. Kemper is the son
of James M. Kemper,
Jr. and brother of
Jonathan M. Kemper.
Brian D. Everist October 24, 1989 Intercontinental En-
45 (Director of Old gineering - Manufac-
Tower from 1/17/89 turing Corp. - heavy
to 1/90) manufacturing. Presi-
dent since May, 1987.
<CAPTION>
Class III to serve until annual meeting in 1998.
<C> <C> <S>
Benjamin F. Bryan July 20, 1993 Executive Vice
42 President of the Com-
3
<PAGE> 6
pany since January of
1992. Joined Company
in September of 1991.
From January of 1989
to September of 1991,
employed by Denver
Metro Transportation
Development Commission
and Greater Denver
Chamber of Commerce.
Benjamin F. Bryan's
wife is a niece of the
wife of James M.
Kemper, Jr.
Jonathan M. Kemper October 24, 1989 Commerce Bank, N.A.
42 (Director of Old (hereinafter
Tower from 2/19/85 "Commerce Bank"),
to 1/90) 1982 to present.
Chairman since
January 1995.
President from
December 1985 to
January 1995. Vice
Chairman of Commerce
Bancshares since
November 1991. Jona-
than M. Kemper is the
son of James M. Kemper
Jr. and the brother of
David W. Kemper. He is
a director of Commerce
Bank and Commerce
Bancshares.
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
---------------------------------------------------------------
The following sets out the ownership of those stockholders
beneficially owning more than 5% of the outstanding common stock of the
Company as of February 22, 1996.
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF OF OF OF
CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -----------------------------------------------------------------
<C> <S> <C> <C>
Common Commerce Bank 15,044 <F1a> 13.37%
as Fiduciary, 7,822 <F1b>
922 Walnut
Kansas City, MO
4
<PAGE> 7
<CAPTION>
The following stock ownership pertains to the directors and officers
as of February 22, 1996:
<C> <S> <C> <C>
Common James M. Kemper, Jr. <F2> 23,238 13.59%
David W. Kemper <F3> 27,014 15.80%
Jonathan M. Kemper <F4> 26,767 15.65%
Neil T. Douthat 580 .34%
Brian D. Everist 407 .24%
Benjamin F. Bryan 150 .09%
All directors and officers
as a group (7 persons) 78,156 45.71%
Footnotes:
<FN>
<F1> All stock registered in name of Commerce Bank is held in a
representative capacity, and Commerce Bank has no beneficial owner-
ship. Shares reflected under Commerce Bank do not include 48,673
shares in which Commerce Bank in a representative capacity has some
voting or investment authority if the same shares are reflected as
beneficially owned by James M. Kemper, Jr., David W. Kemper or
Jonathan M. Kemper.
<F1a> Commerce Bank has sole voting and sole investment authority.
<F1b> Commerce Bank has shared voting and shared investment authority.
<F2> Includes 19,050 shares in trusts under which James M. Kemper, Jr. is
co-trustee but has no equitable ownership. Of such shares, he has
shared voting and shared investment authority over 13,903 shares and
sole voting and sole investment authority over 5,147 shares.
<F3> Includes 1,316 shares in trusts under which David W. Kemper is co-
trustee with shared voting and investment authority, but no beneficial
ownership, and includes 6,460 shares in custodial accounts over which
David W. Kemper has investment power, but no voting or beneficial
ownership. Does not include 12,065 shares in trust for benefit of
Jonathan M. Kemper, over which Jonathan M. Kemper has sole investment
authority and Jonathan M. Kemper and David W. Kemper have shared
voting authority. These shares are included in shares beneficially
owned by Jonathan M. Kemper. Does not include shares in trust for
James M. Kemper, Jr. in which David W. Kemper is co-trustee with no
voting or investment authority. These shares are included as shares
beneficially owned by James M. Kemper, Jr. Does not include 1,310
shares owned by wife.
<F4> Includes 14,166 shares in trusts under which Jonathan M. Kemper is co-
trustee with shared voting and investment author-
5
<PAGE> 8
ity but no beneficial ownership. Does not include 19,238 shares in
trust for benefit of David W. Kemper over which David W. Kemper has sole
investment authority and David W. Kemper and Jonathan M. Kemper have
shared voting authority. These shares are included as shares
beneficially owned by David W. Kemper. Does not include 1,310 shares
owned by wife.
</TABLE>
<TABLE>
EXECUTIVE OFFICERS
<CAPTION>
Served as Business Exp.
Name and age Position Officer Since Past 5 Years
- ----------------------------------------------------------------------------------
<C> <C> <C> <S>
James M. Kemper, Jr. Chairman of Board October 24, 1989 Chairman of Board
74 and President (Officer of Old and President of
Tower from 2/58 Company. Chairman
to 1/90) and President of
Old Tower to Jan-
uary 1990.
Benjamin F. Bryan Exec. Vice January, 1992 Joined Company in
42 President September, 1991.
Previously em-
ployed by Denver
Metro Transporta-
tion Development
Commission and
Greater Denver
Chamber of Com-
merce.
Chester A. Wittwer, Vice President/ October 24, 1989 Employee and
Jr. Secretary (Officer of Old officer of com-
59 Tower from 1/73 pany and Old
to 1/90) Tower.
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
Name and All Other
Principal Position Year Salary Bonus Compensation<F1>
- ------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
James M. Kemper, Jr. 1995 $81,000 0 0
Chairman and President 1994 76,250 0 0
1993 48,500 0 0
Benjamin F. Bryan 1995 93,750 0 1,406
Exec. Vice President 1994 83,365 0 1,250
1993 72,500 0 1,087
Chester A. Wittwer, Jr. 1995 77,894 0 1,168
6
<PAGE> 9
Vice President/Secretary 1994 75,065 0 1,126
1993 69,689 0 1,044
<FN>
<F1> Amounts paid or accrued under the Company's 401(K) Plan
</TABLE>
COMPENSATION PLANS
PENSION PLAN
The following tables show estimated annual benefits to persons
in specified compensation and years-of-service classification. The
estimated benefits assume the employee is age 65.
<TABLE>
PENSION PLAN TABLE
------------------
<CAPTION>
Annual Benefit per Years of Service
10 yr.
Average
Compensation 10 15 20 25 30
<S> <C> <C> <C> <C> <C>
$125,000 $17,228 $25,843 $34,462 $43,077 $49,968
100,000 13,522 20,284 27,049 33,810 39,219
75,000 9,816 14,724 19,635 24,543 28,470
50,000 6,109 9,164 12,221 15,276 17,720
</TABLE>
The Company has accepted sponsorship of the retirement plan
maintained by Old Tower. The plan is for employees who are not
covered by a collective bargaining agreement. Upon retirement at
age 65, an employee will receive an annual benefit computed as
follows:
25% of employee's average annual compensation over past
10 years plus 18% of the amount by which employee's aver-
age annual compensation over past 10 years exceeds the
social security base x employee's earned benefit percent-
age x employee's short service percentage. Social secu-
rity base is the average of the employee's social secur-
ity wages based applied during the employee's working
lifetime. Earned benefit percentage is determined by
dividing employee's actual years of service from time to
time by expected years of service to age 65. The earned
benefit percentage cannot exceed 100%. Short service
percentage is determined by dividing expected years of
service to age 65 by 29. This percentage is 100% if
employee's expected years service is 29 or more. Annual
benefits will not be less than $300.00 or more than
$50,000.00.
All compensation reflected in the Summary Compensation Table
is covered under the Plan. As of January 1, 1996, Mr. James M.
Kemper, Jr., was credited with 20 years of service, Mr. Wittwer was
7
<PAGE> 10
credited with 23 years of service, and Mr. Bryan was credited with
4 years of service.
401K PLAN
Company has adopted a 401K Plan. Under the plan, all full
time employees who have been employed for 1 year (1,000 hours) and
have attained 21 years of age are eligible. Eligible employees may
elect to contribute to the plan up to 13.5% of the employee's
compensation, but not to exceed $9,240.00 annually.
The Company will match the employee contribution at the rate
of 25% of the employee contribution, provided that the Company will
make no matching contribution on the amount of the employee contri-
bution which is in excess of 6% of the employee compensation.
The Company may also make discretionary contributions which,
if made, will be allocated in proportion to the eligible employees
compensation.
Participants are 100% vested in their contribution at all
times. Vesting in Company contribution accrues at the rate of 20%
per year, provided that the employee is fully vested at death,
disability, attaining age 65 or termination of plan. Participants
may self-direct investments in funds controlled by the trustee.
Taxes on contributions and earnings are deferred.
Withdrawal of vested Company contributions may occur when
participant's employment terminates or when participant retires,
retires due to disability, dies or incurs a hardship (as defined in
the plan) and when participant reaches 59 1/2 years of age (provid-
ed participant is fully vested).
During the year ending December 31, 1995, the Company's match-
ing contributions under the plan on behalf of Mr. Wittwer were
$1,168.41, on behalf of Mr. Bryan were $1,406.25, and on behalf of
all present executive officers of Company as a group were
$2,574.66.
STOCK PURCHASE PLAN
<TABLE>
Effective July 1, 1990, the Company adopted a Stock Purchase
Plan for non-employee directors. The Plan permits the non-employee
directors to elect to have their director fees retained by the
Company in a special account. The Company will annually add to the
special accounts 25% of the amount contributed by each participat-
ing director. Semi-annually, the funds in each participant's
account shall be used to purchase common stock of the Company at
the last known sale price and the stock shall be distributed to
participants. For the calendar year ending December 31, 1995, the
8
<PAGE> 11
amounts contributed to each non-employee director's special account
and the stock subsequently acquired by each such director is as
follows:
<CAPTION>
Amount Shares
Director Contributed Company 25% Acquired
<S> <C> <C> <C>
David W. Kemper $4,000 $1,000 71
Jonathan M. Kemper 4,000 1,000 71
Neil T. Douthat 4,000 1,000 72
Brian D. Everist 4,000 1,000 72
</TABLE>
TRANSACTIONS
James M. Kemper, Jr., David W. Kemper and Jonathan M. Kemper
beneficially own approximately 8.9% of Commerce Bancshares, Inc.,
parent of Commerce Bank. James M. Kemper, Jr. and David W. Kemper
are directors of Commerce Bancshares, Inc. and David W. Kemper is
Chairman and President. Jonathan M. Kemper is Director and Chair-
man of Commerce Bank and Vice Chairman of Commerce Bancshares, Inc.
During 1995, Company performed construction work for Commerce
Bank and Company leased office space and parking space and lots to
Commerce Bank. For the year 1995, Company received rents, utility
charge reimbursement and construction payments from Commerce Bank
of $585,308. Company provided steam, and parking facility manage-
ment and services to CB Building Corp. (owned by Commerce Bank N.A.
(Kansas City)). For said services, Company received $415,591
during the year 1995. Each of the services provided by Company and
the amount of payment was the result of arms length negotiations.
The Company has a line of credit of $15,000,000 with Commerce
Bank. $2,600,000 of the line of credit was used to acquire 9200
Cody, Lenexa, Kansas, a warehouse/office facility, in 1995, and
subsequently permanent financing of $1,950,000 with Northland
Financial (State Farm) was arranged for 9200 Cody. $7,700,000 of
the line of credit was also used to acquire 6601 College Boulevard
in Overland Park, Kansas, an office building. The Company is
arranging for permanent financing of $5,400,000 from Nationwide
Insurance. The balance drawn on the line of credit as of January
31, 1996 was $14,051,859.
ACCOUNTING INFORMATION
Arthur Andersen LLP, independent public accountants, were
employed by Old Tower on July 17, 1973, and served as accountants
and auditors for Old Tower until the merger on January 29, 1990.
Arthur Andersen LLP, were employed as accountants and auditors of
the Company effective January 1, 1990 and have served since that
9
<PAGE> 12
date. A representative of Arthur Andersen LLP will be present at
the stockholders meeting. That representative will be available to
make statements concerning the audit and to answer any questions
presented from the floor. Arthur Andersen LLP has been selected as
the Company's independent public accountants for 1996.
DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1997
annual meeting must be received at the Company's office, Suite 102,
Commerce Tower, Kansas City, Missouri 64105, not later than Novem-
ber 8, 1996, to be included in the proxy statement and on the proxy
form.
OTHER MATTERS
The Board of Directors has no standing, audit, or nominating
committees or committees performing similar functions. A compensa-
tion committee has been appointed, but has not met. During the
past fiscal year the Company held four regular and no special Board
of Directors meetings. Each director except for salaried officers
was entitled to $250.00 for each meeting attended, plus $3,000.00
annually.
Form 4's covering change of beneficial ownership for the month
of June, 1995 which were due by July 10, 1995, were filed on July
20, 1995 for Neil Douthat and Brian Everist; on July 12, 1995 for
David W. Kemper and Jonathan M. Kemper; and on August 3, 1995 for
James M. Kemper, Jr.
THE COMPANY WILL FURNISH TO ANY PERSON WHO WAS A STOCKHOLDER
ON FEBRUARY 22, 1996 (WITHOUT CHARGE) A COPY OF THE ANNUAL REPORT
ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION UPON SUCH PERSON'S WRITTEN REQUEST FOR THE SAME, which
request must contain a good faith representation that, as of Febru-
ary 22, 1996 such person was a beneficial owner of securities
entitled to vote at such meeting. The request should be directed
to Mr. Chester A. Wittwer, Jr., Secretary, Tower Properties Com-
pany, Suite 102, 911 Main Street, Kansas City, Missouri 64105.
Each non-employee director elected to participate in the Stock
Purchase Plan effective July 1, 1990 and received Company stock in
lieu of the compensation as set forth under STOCK PURCHASE PLAN.
The management does not know of any matter of business to come
before the meeting other than that referred to in the notice of
meeting, but it is intended that as to any such other matter of
business, the person named in the accompanying proxy will vote said
10
<PAGE> 13
proxy in accordance with the judgment of the persons or persons
voting the same.
By Order of the Board of Directors
CHESTER A. WITTWER, JR.
Secretary
March 8, 1996
11
<PAGE> 14
PROXY TOWER PROPERTIES COMPANY
102 Commerce Tower, 911 Main Street
Kansas City, Missouri 64105
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James M. Kemper, Jr., Benjamin F. Bryan,
and Chester A. Wittwer, Jr., or any one of them, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and
to vote, as designated below, all the shares of common stock of Tower
Properties Company held of record by the undersigned on February 22, 1996
at the annual meeting of stockholders to be held on April 10, 1996 or any
adjournment thereof.
1. / / ELECTION OF DIRECTORS / / WITHHOLD AUTHORITY
FOR all nominees listed below to vote for all nominees listed
below
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
James M. Kemper, Jr. Neil T. Douthat
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. The proxy, when properly
executed, will be voted in the manner directed herein by the undersigned
stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
<PAGE> 15
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED:____________________________, 1996
----------------------------------------
Signature
----------------------------------------
Signature if held jointly
----------------------------------------
PLEASE MARK, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
----------------------------------------
