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00-0620_PRICE FAMILY CHARITABLE TRUST_Memo to Filei 0 MEMORANDUM TO: Memo to File FROM: Dawn Schanderl, Deputy City Clerk DATE: November 21, 2000 SUBJECT: Price Smart Assignment (PQI) On June 30, 1997 PQI's name changed to Price Smart, Inc. On June 20, 2000, Price Smart assigned to Price Family Charitable Trust the existing promissory Note and the right to "Auto Tax Revenues". For original Disposition and Development Agreement please reference 600.40, Price Company. San Juan Capistrano Community Redevelopment Agency June 22, 2000 Mr. Eric Fangman Price Smart Incorporated 4649 Morena Boulevard San Diego, California 92117-3650 Re: Assionment of Promissory Note Dear Mr. Fangman: At their meeting of June 20, 2000, the San Juan Capistrano Community Redevelopment Agency Board of Directors adopted Resolution No. CRA 00-6-20-1, which approved assignment of the Price Smart, Inc., Promissory Note to the Price Family Charitable Trust. A copy of Resolution No. 00-6-20-1 is enclosed for your files. Please feel free to contact Douglas Dumhart, Principal Management Analyst, at 949-443-6316 if you have any questions. Very truly yours, i ���Q%'�--- X22 � Cheryl Joh on Agency Secretary Enclosure cc: Douglas Dumhart (with enclosure) 32400 Paseo Adelanto San Juan Capistrano California 92675 949-493.1171 AYES Directors Bathgate, Greiner, Hart, Campbell, and Chairman Swerdlin NOES: None ABSENT: None 1. APPROVAL OF MINUTES - REGULAR MEETING OF MAY 16 2000 The Minutes of the Regular Meeting of May 16, 2000, were approved as submitted. 2. RECEIVE AND FILE WARRANTS OF JUNE 1 2000 (300 30) The List of Demands dated June 1, 2000, in the total amount of $334,949.02, was ordered received and filed. 3. RECEIVE AND FILE INVESTMENTS AS OF APRIL 30 2000 (350 30) The Finance Officer's Report of Investments as of April 30, 2000, was ordered received and filed. ASSIGNMENT OF EXISTING PROMISSORY NOTE FROM PRICE SMART INC. TO PRICE FAMILY CHARITABLE TRUST 600 40 Asset forth in the Report dated June 20, 2000, from the Principal Management Analyst, the following Resolution was adopted assigning the Promissory Note and right to "auto tax revenues" associated with the Price Club Plaza development, from Price Smart, Inc., to the Price Family Charitable Trust: RESOLUTION NO. CRA 00-6-20-1, APPROVING ASSIGNMENT OF THE PRICE SMART INC. PROMISSORY NOTE TO PRICE FAMILY CHARITABLE TRUST (PFCT) - A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, APPROVING ASSIGNMENT OF THE PRICE SMART INC., PROMISSORY NOTE TO PRICE FAMILY CHARITABLE TRUST (PFCT) 5. APPROVAL OF ONE-YEAR RENEWAL OF THE LICENSE AGREEMENT WITH SOUTH ORANGE COUNTY COMMUNITY THEATER (600.40) As set forth in the Report dated June 20, 2000, from the Finance Officer, the License Agreement with the South Orange County Community Theater for use of the Agency - owned building at 31776 EI Camino Real, was approved for one year with the Licensee to pay the Agency a sum of $100. CRA Minutes -5- 06/20/00 • 4r• COMMUNITY REDEVELOPMENT AGENCY AGENDA ITEM June 20, 2000 TO: George Scarborough, City Manager FROM: Douglas D. Dumhart, Principal Management Analyst SUBJECT: Consideration of Resolution Assigning the Existing Promissory Note from Price Smart, Inc. (a wholly owned subsidiary of Price Enterprises, Inc,) to Price Familv Charitable Trust RECOMMENDATION: By motion, adopt the attached Resolution approving the assignment of the Promissory Note and "auto tax revenues" from Price Smart, Inc. to the Price Family Charitable Trust. SUMMARY: Price Smart, Inc. is requesting the Redevelopment Agency to assign the existing Promissory Note and right to "auto tax revenues" to the Price Family Charitable Trust. Price Smart is currently in the process of transferring Redevelopment Agency Promissory Notes and other assets to the Price Family Charitable Trust for accounting and tax purposes. In 1986, the Redevelopment Agency entered into a Disposition and Development Agreement (DDA) with the Price Company to facilitate the development of the Price Club Plaza. The Price Company loaned the Agency $5,107,517 to be utilized in part toward the purchase of the site by the Agency, an Environmental Impact report, on-site and off-site improvements, and certain development fees. The repayment of the obligation (Promissory Note) was based on sales tax revenues received by the City from the Price Club and surrounding stores in the Price Club Plaza. Currently, the repayment is structured so that the first $450,000 of sales tax flows directly to the Agency. The next $600,000 goes to the Price Company to pay-off the Promissory Note. Any sales tax over $1,050,000 is split with 50% to the city and 50% to repayment of the Note. Price Smart has been paid a total of $2,122,207.50 in sales tax since the execution of the promissory note in 1986. Staff recommends that the Agency adopt the attached Resolution approving the assignment of the Promissory Note and "auto tax revenues" from Price Smart, Inc. to the Price Family Charitable Trust. FOR CITY COUNCIL AGENDA. c COMMUNITY REDEVELOPMENT AGENCY_ AGENDAITEM -2- COMMI SION/BOARD REVIEW AND RECOMMENDATIONS: N/A FINANCIAL CONSIDERATIONS: The assignment will have no financial effect on the note or its obligation. NOTIFICATION: Eric Fangmann, Price Smart, Inc. ALTERNATE ACTIONS: June 20, 2000 1. By motion, adopt the attached Resolution approving the assignment of the Promissory Note and "auto tax revenues" from Price Smart, Inc. to the Price Family Charitable Trust. 2. Do not approve the assignment of the Promissory Note and "auto tax revenues." 3. Request further information from Staff. RECOMMENDATION: By motion, adopt the attached Resolution approving the assignment of the Promissory Note and "auto tax revenues" from Price Smart, Inc. to the Price Family Charitable Trust. Respectfully submitted, Douglas D. Dumhart Principal Management Analyst Exhibits: #1 - Resolution CAAGENDAS\2000\6-20 PriceSmartmpd 0 0 RESOLUTION NO. CRA 00-6-20-1 APPROVING ASSIGNMENT OF THE PRICE SMART INC. PROMISSORY NOTE TO PRICE FAMILY CHARITABLE TRUST A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY, OF SAN JUAN CAPISTRANO, CALIFORNIA, APPROVING ASSIGNMENT OF THE PRICE SMART INC., PROMISSORY NOTE TO PRICE FAMILY CHARITABLE TRUST WHEREAS, the Community Redevelopment Agency of San Juan Capistrano (the "Agency") previously issued a Promissory Note to the Price Company dated June 4, 1987, which was amended on October 1, 1991, and June 20, 1994; and, WHEREAS, the Promissory Note was issued by the Agency pursuant to a Disposition and Development Agreement which was executed on June 9, 1986, and the "auto tax revenue" sharing was approved as the second amendment to the Disposition and Development Agreement on June 20, 1994, and, WHEREAS, the Promissory Note and the "auto tax revenue" were assigned from the Price Company to Price Enterprises, Inc., on March 7, 1995, as a result of the Price Costco merger; and, WHEREAS, the Promissory Note and the "auto tax revenue" were assigned from the Price Enterprises, Inc., to Old MC, Inc., on July 18, 1995, for accounting purposes. WHEREAS, on June 4, 1996, Old MC, Inc., assigned the Promissory Note and the right to "auto tax revenues" to PQI, Inc., a corporation created for accounting and tax purposes; and, WHEREAS, PQI, Inc., changed its name to Price Smart, Inc., on June 30, 1997, and, WHEREAS, Price Smart, Inc., desires to assign the Promissory Note to the Price Family Charitable Trust, a California non-profit public benefit corporation established by Sol Price. -1- NOW, THEREFORE, BE IT RESOLVED, that the San Juan Capistrano Community Redevelopment Agency Board of Directors, City of San Juan Capistrano, California, does hereby approve the assignment of the Promissory Note and "auto tax revenue" from Price Smart, Inc. to the Price Family Charitable Trust. PASSED, APPROVED, AND ADOPTED this 20th day of June, 2000. DAVID M. SW RDLIN, CHAIRMAN ATTEST: -2- San Juan Capistrano Community Redevelopment Agency March 28, 2000 Mr. Eric W. Fangmann Vice President Accounting & Financial Reporting PRICE SMART, INC. 4649 Morena Blvd. San Diego, CA 92117-3650 Re: Your letter dated March 17, 2000 Dear Mr. Fangmann: Review of the Development, Disposition Agreement (DDA) indicates the Agency has the right to reasonably object to assignments of the Promissory Note. Agency Counsel has advised us that a blanket right to assign is not prudent and that any consent to assignment should include with it an "investment letters" which would, by its terms, indicate that any assignee would be a sophisticated investor and understand the risk's inherent in repayment of the note. The Agency is not interested in purchasing the Promissory Note dated June 4, 1987, in the face amount of $5,107,517.00 payable to the Price Company. Nor is the Agency in receipt of an investment letter for the Price Family Charitable Trust. Thus, the Agency respectfully declines consent to the subject assignment. Should you have any questions about this letter, feel free to contact Tom Clark, Agency Council at 949/725-4140. cc: Tom Clark, Agency Counsel Cindy Russell, Administrative Services Director Douglas D. Dumhart, Principal Management Analyst C:\DOUGLAS\CRA Folder\Price Smart.wpd 32400 Paseo Adelanto San Juan Capistrano California 92675 949-493.1171 PriceSmart, Inc. • 4649 Morena Blvd. San Diego, CA 92117-3650 Tel 858 581-4530 Fax 858 581-4702 www.prlcesmart.com March 17, 2000 Mr. George Scarborough City Manager and Ms. Cynthia Russell Director of Administration City of San Juan Capistrano 32400 Paseo Adelante San Juan Capistrano, CA. 92675 VIA FAX # 949-493-1053 and U.S. MAIL RE: SAN JAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY (THE "AGENCY") PROMISSORY NOTE DATED JUNE 4, 1987, IN THE FACE AMOUNT OF $5,107,517.00 PAYABLE TO THE PRICE COMPANY Dear Mr. Scarborough and Ms. Russell: On March 14, I sent a letter to Ms. Russell inquiring as to whether the Agency would be interested in purchasing the above -referenced Promissory Note. As noted in the prior letter, PriceSmart, Inc., is the assignee (and hence the current payee) of the Note. PriceSmart, Inc. has recently received an offer to purchase the Note based on the valuation which was attached to the letter dated March 14. The offeror is the Price Family Charitable Trust, a California Trust. On the assumption that the Agency is not interested or not able to acquire the subject Note based on the Agency's respective treasury policy at a price within or above the valuation range provided as a part of my letter, we request that the Agency consent to the assignment of the Note, from PriceSmart, Inc. to the Price Family Charitable Trust. We would appreciate an authorized representative of the Agency signing below, where indicated, and returning this letter to PriceSmart, Inc. in the enclosed self-addressed, stamped envelope; such signature will confirm the Agency's consent to the subject assignment to the Price Family Charitable Trust. -nq • 0 If you have any questions, I can be reached at (858) 581-7720. Very Truly Yours, The PriceSmart, Inc. Eric W. Fangmann Vice President — Accounting & Financial Reporting EWF:pss CONSENT GIVEN: SAN JUAN CAPISTRANO COMMUNITY REDEVELOPMENT AGENCY By: Its: Dated: 03/47/ 00 MON 14:15 fAA 858 581 4441 PH I CF. SMA.R I. 1N(_ h'1N-ANtt. L9 UUl r1 LJ Pricesmart, Inc - 4649 Morena Blvd San Diego, CA 97111 L Tat 6 79 587-4530 March 14, 2000 Ms. Cynthia Russell Director of Administration San Juan Capistrano Community Redevetop gent Agency 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Dear Ms. Russell. • PrieeStriart, Inc currently holds title to a certain Promissory Note originally entered into between your municipality and The Price Company. Under the terms of the Promissory Note, PriceSmart receives payments for a portion of the sales tax generated from the properties underlying the notes Weare currently in the process of seeking offers to purchase the Promissory Now. As such, 1 am contacting you to see if your municipality is interested in making an offer to purchase back the Promissory Note For your information, an independent valuation of the Promissory Note was performed to ascertain the current value of the Promissory Note. A copy of the exhibit related to the underlying [tote is attached which presents the estimated sales tax proceeds to PriceSman over the rernainmg life of the note at discount rates ranging from 10% to 12% and growth factors related to the projected sales tax receipts to arrive at a range of estimated present values If you are interested in purchasing the Promissory Note, please contact the at (858) 581 7720 or in writing before March 31, 2000. if I am in not in rereipt of a response in writing or receive a call before that time, PriceSmart will assume you are not interested in participating in the sale of the Promissory Nato and will proceed with the offers it has tecerved. Sincerely, Er* Fangmann Vice President — Accounting and Financial Reporting Attachment CC AIIan C. Yuung6rrg, Executive Vice Prr,idrnt ,rid I"hitt 1 nlannal OIh «. /() [2§�»askaa] ' \ rE® ®® §/) ._./2kkka■&■] )°B ■! }§i;2W.E§SE@] /\7 § t� �EQ±� -kEk#■ai§ & k§ .. ma 227 ' ;(§ ° ©■=Same { / 2§F TWVT.§W§w £/ ` ! k k§KM' /«7 . -¥+[[§k§&§& ��-- ■: --- . } � k=.--------® !7 ) - �\ CL ) . MAR -d7-00 O4:58PM FROM -PRICE SMART 4649 Morena 81w1. sen akigo. G 92177 To/ 618 687- change, art. Far 819 581-ohAnga, ext. .Ar �/y�� M � ti To: George Scarborough Cynthia Russell Fax No.: 949-493-1053 From: Eric W. Fangmann Data: March 17, 2000 No. of Pages: ( 3 ) kiciuding Cowl Ph- 858.581.7720 +619-581-4707 '-'38 P Oi/W x-80( Ysomi/e Confidentiality Note: This twsimde transmission (including env niamrials mecompanynig this transmission) is Intended only for the use of the individual to which a ra Addresser( and may contain infornytion that rs pnvdaged, AacreC con(ldenuet and/or exempt from disclosure under applioab/A law, 8 you aro not the intended racipien6 nor the employes, nor agent responsible for delivering this trenamission to the mtendad recipient, you are herehy notified that Anydlsek.aura copying, distribution ar use of this transmission is strictly prohibited. a you have received this communication in error, It is requested that you notity the sender immodiatefV to arrange for the return of true transmission at no cast. PricaSmanTa is a tradamerk of PriceSmart, Inc .y U.S. SECURITIES AND EXCHANGE COMMISSION • WASHINGTON, DC 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. (Mark One) /X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (NO FEE REQUIRED] for the fiscal year ended August 31, 1998. Transitional report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (NO FEE REQUIRED) for the transition period from to COMMISSION FILE NUMBER: 0-22793 PRICESMART, INC. (Exact name of small business issuer in its charter) DELAWARE (State of other jurisdiction of incorporation or organization) 33-0628530 (I.R.S. Employer Identification Number) 4649 MORENA BLVD., SAN DIEGO, CA 92117 (Address of principal executive offices, Zip Code) Registrant's telephone number, including area code: (619) 581-4530 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.0001 PAR VALUE (Title of Class) Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S -K contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ The aggregate market value of the voting stock held by non -affiliates of the Registrant as of November 16, 1998 was $31,281,666, based on the last reported sale of $15.125 per share on November 16, 1996. As of November 16, 1996, 5,315,794 shares of Common Stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's Annual Report for fiscal year ending August 31, 1998, are incorporated by reference into Part II of this Form 10-K. Portions of the Company's Proxy Statement for the Annual Meeting of Stockholders to be held on January 12, 1999 are incorporated by reference into Part III of this Form 10-K. • TABLE OF CONTENTS aTAELE+ InPTION> PAGE Par[ i Item 1. Business 3 item 2. Properties B Item 3. Legal Proceedings 10 item 4. Submission of Matters to a Vote of Security Holders 10 Part II Item S. Market for Common Stock and Related Stockholder Matters 11 THE INFORMATION REQUIRED BY ITEM 5 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S ANNUf REPORT FOR THE FISCAL YEAR ENDED AUGUST 31, 1990 Item 6. Selected Financial Data 11 THE INFORMATION REQUIRED BY ITEM 6 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED AUGUST 31, 1998 Item 7. Management's Discussion and Analysis of Financial Condition and Results Of Operations 11 TF.E 1NFCRYITiOH AEQUIREE BY ITEM 9 IE fNCOA?OAA'f£D DERFIN EY REFERENCE FROM FRICESMART'6 ANNUAL REPORT FOR THE FISCAL YEAR ENDED AUCJST 31, 1998 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 11 Item S. Financial Statement. 11 THE INFORMATION REQUIRED BY ITEM B IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMARTJS ANNUAL REPORT POR THE FISCAL YEAR ENDED AUGUST 31, 1998 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11 THE INFORMATION REQUIRED BY ITEM 9 IS INCORPIIAATEp HEREIN BY REFERENCE FROM PRICESMART•S ANNUAL REPORT POR THE FISCAL YEAR ENDED AUGUST 31, 1998 Part III Item 10. Directors and Executive Officers of the Registrant 12 THE INFORMATION REQUIRED BY ITEM 10 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON .JANUARY 12, 1999 item 11. Executive Compensation 12 THE INFORMATION REQUIRED BY ITEM 11 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 12, 1999 Item 12. Security Ownership Of Certain Beneficial Owners and Management 12 THE INFORMATION REQUIRED BY ITEM 12 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S PROXY STATEMENT POR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 12, 1999 Item 13. Certain Relationships and Related Transactions 12 THE INFORMATION REQUIRED BY ITEM 13 IS INCORPORATED HEREIN BY REFERENCE FROM PRICESMART'S PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TD BE HELD ON JANUARY 12, 1999 Part IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form a-K 13 ./TABLE> 2 • PART I ITEM 1. BUSINESS 0 PriceSmart, Inc. ("PriceSmart" or the "Company") was formed in August 1994 as a subsidiary'of Price Enterprises, Inc. ("Price Enterprises" or "PEI") in connection with the spin off of PEI from Costco Companies, Inc. ("Costco") formerly Price/Costco, Inc. PEI began to operate as a separate company from Costco effective August 29, 1994 and became a separate publicly -traded company on December 21, 1994. PriceSmart initially operated under the name Price Quest, Inc. and was subsequently operated under the name PQI, Inc. The Company changed its name to PriceSmart, Inc. effective June 30, 1997 in anticipation of the spin-off of the Company from PEI. In June 1997, the PEI Board of Directors approved, in principle, a plan to separate PEI's core real estate business from the merchandising businesses it operated through a number of subsidiaries. These merchandising businesses included international merchandising businesses and domestic merchandising businesses consisting of an auto referral program (the "Auto Referral Program") and a travel program (the "Travel Program"). To effect such separation, PEI first transferred to the Company, through a series of preliminary transactions, the merchandising businesses, certain properties formerly held for sale by PEI, $58.4 million of cash, and certain notes receivable. PEI then distributed on August 29, 1991 to PEI's existing stockholders all of the Company's outstanding Common Stock through a special dividend (the "Distribution"). The Company's international merchandising businesses focus on emerging consumer markets in Latin America and Asia. The Company licenses, and in Panama owns through a joint venture, membership stores using the trade name "PriceSmart" in most markets and "PriceCostco" in Panama and the Northern Mariana Islands. The Company's Auto Referral Program and Travel Program offer discounts on new cars and on travel services to Costco members pursuant to an agreement with Costco under which the Company is the exclusive provider of such programs to Costco's members. BUSINESS STRATEGY The Company's strategy is to focus on development of the international merchandising business and to invest in, acquire or create new merchandising businesses that leverage existing capabilities and provide appropriate returns for its stockholders. Specifically, key elements of the Company's business strategy include: PROVIDE LOWER PRICES IN THE MARKET PLACE. The Company's principal business philosophy is bringing lower prices to the consumer. Future development of the Company's business will be directed to markets in which the Company can compete effectively by lowering the costs of goods and services to consumers. INCREASE MARKET SHARE IN DEVELOPING MARKETS, The Company believes that it is well positioned to profit from the growth in developing markets due to its capital resources and experience with membership stores in Latin America and Asia. The Company has, and intends to continue, to satisfy the growing demand for consumer goods in such markets by entering into additional joint venture relationships with local business people and opening additional membership stores through such joint ventures, principally in Latin America. The Company intends to continue to expand its business in Asia, primarily focusing on China. AUTO REFERRAL PROGRAM STRATEGY. Tt. Company's strategy for its Auto Referral Program is to provide a hassle -free, high value Auto Program to Costco members and to develop and provide the dealership network with affinity products and services to create additional value to our customers. In August 1998, the Company entered into an agreement to sell the Auto Referral Program, effective November 1, 1999. The Company will continue to own and operate the Program through the expiration of the agreement with Costco on October 31, 1999. TRAVEL PROGRAM STRATEGY. The Company's strategy for its Travel Program is to provide low prices on travel services for consumers who are customers of other companies with which the Company has established affinity relationships. The Company plans to maintain and enhance its relationships with the travel service providers in order to offer the best possible prices on travel services to its customers. The Company will continue to operate in an efficient manner by referring its customers directly to travel service providers whenever possible. The Company currently provides direct customer PriceSmart, Inc. • 4649 Morena Blvd. San Diego, CA 92117 .Tel 858-581-4530 www.pricesmart.com March 30, 2000 Ms. Cynthia Russell Director of Administration 32400 Paseo Adelanto San Juan Capistrano, CA 92675 VIA FACSIMILE: (949) 493-1053 Cynthia: Per our conversation a couple of days ago, I wanted to provide you with the supporting documentation as to how PQI, Inc. became PriceSmart, Inc. so you could update your records accordingly. As such, please find attached a copy of a few pages from our 10-K as filed with the Securities and Exchange Commission for the fiscal year ended August 31, 1998 (the fiscal year in which the name changed). This information is publicly available from the SEC home page at http://www.sec.pov. If this is not sufficient, please contact me so we may correct. Sincerely, Eric—W. Fangmann Vice President— Accounting and Financial Reporting Attachments