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): August 8, 2000
PINNACLE ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-10619 95-3667491
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
330 N. Brand Boulevard, Suite 1100, Glendale, California 91203-2308
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 662-5900
Item 2. Acquisition or Disposition of Assets
On August 8, 2000, pursuant to an Asset Purchase Agreement dated as of
December 9, 1999, by and between BSL, Inc., a Mississippi corporation ("BSL"),
and Casino Magic Corp., a Minnesota corporation ("Casino Magic"), as amended
(the "Casino Magic Purchase Agreement"), and an Asset Purchase Agreement dated
as of December 9, 1999, by and between BTN, Inc., a Mississippi corporation
("BTN"), and Boomtown, Inc., a Delaware corporation ("Boomtown"), as amended
(the "Boomtown Purchase Agreement"), Casino Magic and Boomtown, each of which is
a wholly-owned subsidiary of Pinnacle Entertainment, Inc. (formerly Hollywood
Park, Inc.), a Delaware corporation ("Pinnacle"), completed the sales of all of
the operating assets and related operations of their Casino Magic Bay St. Louis
and Boomtown Biloxi casino properties, respectively, to BSL and BTN,
respectively, each of which is a wholly-owned subsidiary of Penn National
Gaming, Inc., a Pennsylvania corporation ("Penn National").
Under the Casino Magic Purchase Agreement and the Boomtown Purchase
Agreement, Penn National, through its subsidiaries, paid an aggregate of
$195,000,000 in cash for the operating assets and related operations of Casino
Magic Bay St. Louis and Boomtown Biloxi, including the 590 acres of land at
Casino Magic Bay St. Louis and the leasehold rights at Boomtown Biloxi.
On August 8, 2000, Pinnacle issued a press release, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(a) Not Applicable
(b) Pro Forma Financial Information
Introduction to Unaudited Pro Forma Consolidated Financial Statements
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2000
Unaudited Pro Forma Consolidated Statement of Operations for the year
ended December 31, 1999
Unaudited Pro Forma Consolidated Statement of Operations for the six
months ended June 30, 2000
(c) The following are furnished as exhibits to this report:
2
10.1 Asset Purchase Agreement, dated as of December 9, 1999, between
BSL, Inc. and Casino Magic Corp. is hereby incorporated by
reference to Exhibit 10.1 to Pinnacle's Current Report on
Form 8-K filed December 21, 1999.
10.2 Asset Purchase Agreement, dated as of December 9, 1999, between
BTN, Inc. and Boomtown, Inc. is hereby incorporated by reference
to Exhibit 10.2 to Pinnacle's Current Report on Form 8-K
filed December 21, 1999.
10.3 Guaranty issued by Penn National in favor of Casino Magic Corp.
entered into as of December 9, 1999 is hereby incorporated by
reference to Exhibit 10.5 to Pinnacle's Current Report on
Form 8-K filed December 21, 1999.
10.4 Guaranty issued by Penn National in favor of Boomtown, Inc.
entered into as of December 9, 1999 is hereby incorporated by
reference to Exhibit 10.6 to Pinnacle's Current Report on
Form 8-K filed December 21, 1999.
10.5 Guaranty issued by Hollywood Park, Inc. in favor of BSL, Inc.
entered into as of December 9, 1999 is hereby incorporated by
reference to Exhibit 10.7 to Pinnacle's Current Report on Form
8-K filed December 21, 1999.
10.6 Guaranty issued by Hollywood Park, Inc. in favor of BTN, Inc.
entered into as of December 9, 1999 is hereby incorporated by
reference to Exhibit 10.8 to Pinnacle's Current Report on Form
8-K filed December 21, 1999.
99.1* Press Release issued on August 8, 2000, by Pinnacle
Entertainment, Inc.
_______________
* - filed herewith
3
INTRODUCTION TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
REFLECTING CERTAIN DISPOSITIONS
As more fully described in Pinnacle's Annual Report on Form 10-K for the year
ended December 31, 1999 and Quarterly Report on Form 10-Q for the six months
ended June 30, 2000, Pinnacle disposed of the Hollywood Park Race Track ("HPRT")
and Hollywood Park-Casino ("HPC") in September 1999 (the "1999 Asset
Dispositions"), sold 42 acres of excess raw land in March 2000 (the "Land Sale")
and sold Turf Paradise Race Track ("Turf") in June 2000 to a private investor
(the "Turf Transaction"). In addition, during 1999, Pinnacle entered into asset
sales agreements for the sale of the Casino Magic Bay St. Louis ("CMAG-BSL") and
Boomtown Biloxi ("BT-Biloxi") facilities to subsidiaries of Penn National
Gaming, Inc. (the "Penn Transaction") which sale was completed on August 8,
2000.
The following unaudited pro forma consolidated balance sheet was prepared
from the unaudited consolidated balance sheet of Pinnacle as of June 30, 2000.
The following unaudited pro forma consolidated statements of operations
were prepared from the audited consolidated statement of operations of
Pinnacle for the year ended December 31, 1999 and from the unaudited
consolidated statement of operations of Pinnacle for the six months ended June
30, 2000. The results of operations attributable to the asset dispositions have
been eliminated through pro forma adjustments.
It was assumed that the 1999 Asset Dispositions, the Land Sale, the Penn
Transaction and the Turf Transaction occurred on January 1, 1999 for the
unaudited pro forma consolidated statements of operations and that the Penn
Transaction occurred as of June 30, 2000 for the unaudited pro forma
consolidated balance sheet. In accordance with pro forma presentation
guidelines of the SEC, the pro forma statements of operations for the year
ended December 31, 1999 and the six months ended June 30, 2000 do not reflect
estimated gains or asset impairments from these transactions. Therefore, the
gain and asset impairments and related tax expense for the 1999 Asset
Dispositions were eliminated to arrive at the unaudited pro forma consolidated
statement of operations for the year ended December 31, 1999, and the gain and
related tax expense for the Land Sale and Turf Transaction were eliminated to
arrive at the unaudited pro forma consolidated statement of operations for the
six months ended June 30, 2000.
The dispositions of HPRT, CMAG-BSL, BT-Biloxi, Turf and the 42 acres of
excess raw land were accounted for as sales. The disposition of HPC was
accounted for as a financing transaction and therefore is not recognized as a
sale for accounting purposes because Pinnacle subleased HPC to a third-party
operator.
The following unaudited pro forma consolidated financial statements should
be read in conjunction with the accompanying notes and assumptions. The
unaudited pro forma consolidated financial information is presented for
illustrative purposes only and contains estimates such as transaction costs
and income taxes for the Penn Transaction. Accordingly, the gains and related
tax expenses on the Penn Transaction for the unaudited pro forma balance sheet
are estimated, and the pro forma financial statements are not necessarily
indicative of the operating results or financial position of Pinnacle if the
disposition had been completed in an earlier period, nor necessarily indicative
of its future operating results or financial position.
These pro forma financial statements are based on, and should be read in
conjunction with, the historical consolidated financial statements and the
related notes thereto of Pinnacle contained in Pinnacle's Annual Report on
Form 10-K for the year ended December 31, 1999, and Quarterly Report on Form
10-Q for the six months ended June 30, 2000.
4
PINNACLE ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of June 30, 2000
(in thousands, except per share data)
Pinnacle
Entertainment, Pro Forma Pro Forma
Inc. Adjustments Consolidated
-------------- ----------- ------------
Assets
Current Assets:
Cash and cash equivalents......... $ 217,201 $ 195,000 (a) $ 410,219
(1,982) (b)
Receivables, net.................. 12,750 12,750
Prepaid expenses and other
assets........................... 18,055 18,055
Assets held for sale.............. 138,909 (122,083)(c) 16,826
Current portion of notes
receivable....................... 5,785 5,785
---------- --------- ----------
Total current assets............ 392,700 70,935 463,635
Notes receivable.................... 8,345 8,345
Net property, plant and equipment... 530,372 530,372
Goodwill, net of amortization....... 85,876 (13,157)(d) 72,719
Gaming license, net of
amortization....................... 40,210 40,210
Debt issuance costs, net of
amortization....................... 20,563 20,563
Other assets........................ 10,480 10,480
---------- --------- ----------
Total assets.................... $1,088,546 $ 57,778 $1,146,324
========== ========= ==========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable.................. $ 21,723 $ 21,723
Accrued interest.................. 24,564 24,564
Other accrued liabilities......... 38,478 1,500 (e) 39,978
Accrued compensation.............. 14,591 14,591
Liabilities to be assumed by
buyers of assets held for sale... 8,573 (8,573)(f) 0
Federal and state income taxes.... 28,715 23,523 (g) 52,238
Current portion of notes payable.. 122,213 122,213
---------- --------- ----------
Total current liabilities....... 258,857 16,450 275,307
Notes payable, less current
maturities......................... 498,751 0 498,751
Deferred tax liabilities............ 826 0 826
Stockholders' Equity:
Capital stock--
Preferred........................ 0 0
Common........................... 2,631 2,631
Capital in excess of par value.... 225,739 225,739
Retained earnings................. 101,742 41,328 (h) 143,070
---------- --------- ----------
Total stockholders' equity...... 330,112 41,328 371,440
---------- --------- ----------
Total liabilities and
stockholders' equity............. $1,088,546 $ 57,778 $1,146,324
========== ========= ==========
Other Data
Book value per share................ $ 12.55
Pro forma book value per share...... $ 14.12
Pro forma cash and cash equivalents
per share.......................... $ 15.59
5
PINNACLE ENTERTAINMENT, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
Assumptions--During 1999, the Company entered into an asset sales agreement
for the Penn Transaction. The Penn Transaction closed in August 2000. However,
pursuant to pro forma presentation guidelines, the unaudited pro forma
consolidated balance sheet as of June 30, 2000 is presented as if the Penn
Transaction had occurred on June 30, 2000.
Pro Forma Adjustments--The following adjustments have been made to the
unaudited pro forma consolidated balance sheet:
(a) To record the sales proceeds of $195,000,000 for the Penn
Transaction.
(b) To record the net cash paid to the buyers of CMAG-BSL and BT-Biloxi,
which amount represents the difference between assets sold (other than net
property, plant and equipment) and liabilities assumed.
(c) To record the sale of CMAG-BSL and BT-Biloxi, and related assets,
net of accumulated depreciation.
(d) To record the write off of goodwill associated with the Penn
Transaction, net of accumulated amortization.
(e) To record estimated Penn Transaction expenses and other related
costs of approximately $1,500,000.
(f) To record the liabilities assumed by the buyers in the Penn
Transaction.
(g) To record the current and deferred federal and state income taxes
payable related to the dispositions. The Company may elect deferred like-
kind Section 1031 exchanges (the "Exchanges") for tax purposes with regard
to the Penn Transaction. If the Company elects, and is successful in
completing, the Exchanges, the Company may not recognize a current taxable
gain on the Penn Transaction and, accordingly, may be able to defer the tax
liabilities as a result of this transaction.
(h) To record the estimated gain on the Penn Transaction. The following
is the preliminary calculation of the estimated impact to the statement of
operations resulting from this transaction (in thousands):
CMAG-BSL
and BT-
Biloxi
--------
Cash proceeds........................................................ $195,000
Less:Estimated transaction and other related costs................... 1,500
Estimated net book value of property, plant and equipment
disposed.......................................................... 115,492
Estimated goodwill, net of accumulated amortization, related to the
Penn Transaction.................................................. 13,157
--------
Estimated gain before income taxes................................... 64,851
Less: Estimated income taxes......................................... 23,523
--------
Estimated gain....................................................... $ 41,328
========
The above calculations are preliminary, subject to final determination of
the net book value of property, plant and equipment disposed of, income tax
consequences and transaction and other costs. Actual accounting adjustments
related to the dispositions may differ from the pro forma adjustments.
6
PINNACLE ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1999
(in thousands, except per share data and ratios)
Pro Forma Adjustments
-----------------------
Pinnacle
Pinnacle Less: CMAG Entertainment, Inc.
Entertainment, Inc. BSL, BT-Biloxi Less: HPRT Pro Forma Pro Forma
Consolidated (a)(1) HPC, Turf(a)(2) Adjustments Consolidated
------------------- -------------- --------------- ----------- -------------------
Revenues:
Gaming............................... $557,526 $ 138,540 $ 33,638 $385,348
Racing............................... 55,209 0 55,209 0
Food and beverage.................... 39,817 10,092 9,870 19,855
Hotel and recreational vehicle park.. 11,737 1,797 0 9,940
Truck stop and service station....... 17,644 0 0 17,644
Other income......................... 24,924 6,307 5,162 4,500 (b) 17,955
-------- --------- --------- -------- --------
706,857 156,736 103,879 4,500 450,742
-------- --------- --------- -------- --------
Expenses:
Gaming............................... 309,508 76,812 18,241 214,455
Racing............................... 22,694 0 22,694 0
Food and beverage.................... 46,558 11,278 12,681 22,599
Hotel and recreational vehicle park.. 5,923 894 0 5,029
Truck stop and service station....... 16,296 0 0 16,296
General and administrative........... 134,870 28,180 23,934 200 (c) 82,956
Depreciation and amortization........ 51,924 9,795 6,241 746 (d) 36,634
Pre-opening costs, Belterra Casino
Resort ............................. 3,020 0 0 3,020
Gain on disposition of assets, net... (62,507) 0 0 61,522 (e) (985)
Impairment write-down of Hollywood
Park-Casino......................... 20,446 0 0 (20,446)(e) 0
Proposed merger costs................ 0 0 0 0 (f) 0
Other................................ 13,921 4,288 1,633 8,000
-------- --------- --------- -------- --------
562,653 131,247 85,424 42,022 388,004
-------- --------- --------- -------- --------
Operating income....................... 144,204 25,489 18,455 (37,522) 62,738
Interest expense, net................ 57,544 86 0 912 (g) 58,370
-------- --------- --------- -------- --------
Income before minority interests and
income taxes.......................... 86,660 25,403 18,455 (38,434) 4,368
Minority interests................... 1,687 0 0 0 1,687
Income tax expense (benefit)......... 40,926 10,024 7,282 (20,958)(h) 2,662
-------- --------- --------- -------- --------
Net income............................. $ 44,047 15,379 11,173 $(17,476) $ 19
======== ========= ========= ======== ========
Net income per common share:
Net income--basic.................... $1.70 $0.00
Net income--diluted.................. $1.67 $0.00
Number of shares--basic................ 25,966 25,966
Number of shares--diluted.............. 26,329 26,329
Other Data:
Ratio of earnings to fixed charges... 2.20x
Pro forma ratio of earnings to fixed
charges............................. 1.02x
7
PINNACLE ENTERTAINMENT, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the six months ended June 30, 2000
(in thousands, except per share data and ratios)
Pro Forma Adjustments
-----------------------
Pinnacle
Pinnacle Entertainment, Inc.
Entertainment, Inc. Less: CMAG- Pro Forma Pro Forma
Consolidated BSL, BT-Blloxl(a)(1) Less: Turf(a)(3) Adjustments Consolidated
------------------- ----------------- ---------------- ----------- -------------------
(In thousands, except per share data)
Revenues:
Gaming................ $265,595 $ 70,452 $ 0 $195,143
Racing................ 9,452 0 9,452 0
Food and beverage..... 17,236 5,030 1,056 11,150
Hotel and recreational
vehicle park......... 6,346 1,053 0 5,293
Truck stop and service
station.............. 9,383 0 0 9,383
Other income.......... 14,609 4,271 157 0 (b) 10,181
-------- ---------- --------- -------- --------
322,621 80,806 10,665 0 231,150
-------- ---------- --------- -------- --------
Expenses:
Gaming................ 149,455 38,985 0 110,470
Racing................ 4,133 0 4,133 0
Food and beverage..... 19,020 5,785 892 12,343
Hotel and recreational
vehicle park......... 3,104 586 0 2,518
Truck stop and service
station.............. 8,703 0 0 8,703
General and
administrative....... 57,959 14,424 2,034 0 (c) 41,501
Depreciation and
amortization......... 24,255 4,238 520 (175)(d) 19,322
Pre-opening costs,
Belterra Casino
Resort .............. 5,456 0 0 5,456
Gain on disposition of
assets, net.......... (59,441) 0 0 59,777 (e) 336
Proposed merger
costs................ 2,125 0 0 (2,125)(f) 0
Other................. 6,053 2,069 49 3,935
-------- ---------- --------- -------- --------
220,822 66,087 7,628 57,477 204,584
-------- ---------- --------- -------- --------
Operating income........ 101,799 14,719 3,037 (57,477) 26,566
Interest expense,
net.................. 23,959 82 (49) (37)(g) 23,889
-------- ---------- --------- -------- --------
Income before income
taxes.................. 77,840 14,637 3,086 (57,440) 2,677
Income tax expense
(benefit)............ 29,696 5,269 1,111 (22,352)(h) 964
-------- ---------- --------- -------- --------
Net income.............. $ 48,144 $ 9,368 $ 1,975 $(35,088) $ 1,713
======== ========== ========= ======== ========
Net income per common
share:
Net income--basic..... $ 1.83 $ 0.07
Net income--diluted... $ 1.76 $ 0.06
Number of shares--
basic.................. 26,281 26,281
Number of shares--
diluted................ 27,326 27,326
Other Data:
Ratio of earnings to
fixed charges........ 3.15x
Pro forma deficiency
of earnings available
to cover fixed
charges.............. (266)
8
PINNACLE ENTERTAINMENT, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS
Assumptions--The unaudited pro forma consolidated statements of operations
for the year ended December 31, 1999, and the six months ended June 30, 2000,
are presented as if the 1999 Asset Dispositions, the Land Sale, the Penn
Transaction and the Turf Transaction had taken place on January 1, 1999. The
results of operations of HPRT, HPC, CMAG-BSL, BT-Biloxi and Turf have been
eliminated from Pinnacle's historical results of operations, so that only the
continuing Pinnacle operations are reflected.
In accordance with pro forma presentation guidelines of the SEC, the pro
forma statements of operations eliminate the gain and impairment write-down
and related income tax expense on the 1999 Asset Dispositions, Land Sale and
Turf Transaction. In addition, in accordance with pro forma presentation
guidelines, the pro forma statements of operations do not reflect estimated
gains and related tax expense on the Penn Transaction or any income that could
have been generated during the periods shown from the proceeds received. A
reduction of debt, investments in other assets including short-term investment
securities or an investment in other casino operations would likely have
resulted and has not been reflected in these pro forma statements of
operations.
Pro Forma Adjustments--The following adjustments have been made to the
unaudited pro forma consolidated statements of operations:
(a)(1) To eliminate the historical results of operations of CMAG-BSL and
BT-Biloxi.
(a)(2) To eliminate the historical results of operations of HPRT, HPC and
Turf.
(a)(3) To eliminate the historical results of operations of Turf.
(b) To record HPC rental income to be received by Pinnacle. In
connection with the 1999 Asset Dispositions, Pinnacle entered into a lease
agreement with an unaffiliated third party to operate HPC. Rent is received
by Pinnacle in the amount of $500,000 per month, or $6,000,000 per annum.
Since the 1999 Asset Dispositions occurred in September 1999, the
historical results of operations for the year ended December 31, 1999
include three months of lease income and therefore the pro forma adjustment
reflects only the additional $4,500,000 of rental income for the period
January 1, 1999 to September 30, 1999.
(c) To record office rent expense to be paid by Pinnacle. In connection
with the 1999 Asset Dispositions, Pinnacle relocated its corporate offices.
Prior to the 1999 Asset Dispositions, Pinnacle maintained its corporate
offices at HPRT and did not pay any office rent. Since the 1999 Asset
Dispositions occurred in September 1999 and the Company relocated its
corporate offices prior to such transaction, the historical results of
operations for the year ended December 31, 1999 include four months of
office rent expense, and therefore the pro forma adjustment reflects only
the additional $200,000 of estimated office rent expense for the period
January 1, 1999 to August 31, 1999.
(d) To record estimated additional depreciation expense for HPC and
related assets associated with the 1999 Asset Dispositions and related
financing, as well as depreciation expense for Pinnacle assets sold which
are not reflected in the historical results of operations of HPRT and HPC;
off set by a reduction in amortization expense of $350,000 for the year ended
December 31, 1999 and $175,000 for the six months ended June 30, 2000
associated with the goodwill written off in connection with the Penn
Transaction. See note (e) to the Unaudited Pro Forma Consolidated Balance
Sheet.
(e) To eliminate the gain on disposition of assets related to the 1999
Asset Dispositions and the impairment write-down on the Hollywood Park-
Casino (for the year ended December 31, 1999) and the gain on disposition
of assets related to the Land Sale and Turf Transaction (for the six months
ended June 30, 2000).
(f) To eliminate the costs associated with the Pinnacle Merger, which
merger discussions began in 2000.
9
PINNACLE ENTERTAINMENT, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED
STATEMENTS OF OPERATIONS--(Continued)
(g) To adjust interest expense associated with the financing debt
incurred in connection with the 1999 Asset Dispositions.
(h) To record the U.S. federal and state income tax effect of pro forma
adjustments at Pinnacle's effective tax rate of approximately 39.5% for the
year ended December 31, 1999 and approximately 36% for the six months ended
June 30, 2000; off set by the elimination of the income tax expense related
to the 1999 Asset Dispositions for the year ended December 31, 1999, and
the income tax expense related to the Land Sale and Turf Transaction for
the six months ended June 30, 2000.
10
SIGNATURES
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.
PINNACLE ENTERTAINMENT, INC.
Date: August 21, 2000 By: /s/ Bruce C. Hinckley
----------------------
Bruce C. Hinckley
Chief Financial Officer
11
Exhibit Index
-------------
Exhibit Description
- ------- -----------
10.1 Asset Purchase Agreement, dated as of December 9, 1999, between
BSL, Inc. and Casino Magic Corp. is hereby incorporated by
reference to Exhibit 10.1 to Pinnacle's Current Report on Form
8-K filed December 21, 1999.
10.2 Asset Purchase Agreement, dated as of December 9, 1999, between
BTN, Inc. and Boomtown, Inc. is hereby incorporated by reference
to Exhibit 10.2 to Pinnacle's Current Report on Form 8-K filed
December 21, 1999.
10.3 Guaranty issued by Penn National in favor of Casino Magic Corp.
entered into as of December 9, 1999 is hereby incorporated by
reference to Exhibit 10.5 to Pinnacle's Current Report on Form
8-K filed December 21, 1999.
10.4 Guaranty issued by Penn National in favor of Boomtown, Inc.
entered into as of December 9, 1999 is hereby incorporated by
reference to Exhibit 10.6 to Pinnacle's Current Report on Form
8-K filed December 21, 1999.
10.5 Guaranty issued by Hollywood Park, Inc. in favor of BSL, Inc.
entered into as of December 9, 1999 is hereby incorporated by
reference to Exhibit 10.7 to Pinnacle's Current Report on Form
8-K filed December 21, 1999.
10.6 Guaranty issued by Hollywood Park, Inc. in favor of BTN, Inc.
entered into as of December 9, 1999 is hereby incorporated by
reference to Exhibit 10.8 to Pinnacle's Current Report on Form
8-K filed December 21, 1999.
99.1* Press Release issued on August 8, 2000, by Pinnacle
Entertainment, Inc.
__________________
* - filed herewith
12