SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )
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Rule 14c-5(d)(2))
[_] Definitive Information Statement
Allmerica Investment Trust
(Name of Registrant as Specified In Its Charter)
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ALLMERICA INVESTMENT TRUST:
CORE EQUITY FUND
440 LINCOLN STREET
WORCESTER, MA 01653
INFORMATION STATEMENT
On April 15, 2002, the Board of Trustees of Allmerica Investment Trust
(the "Trust") approved (1) separate Sub-Adviser Agreements (the "New Sub-Adviser
Agreements") for the Core Equity Fund (the "Fund") of the Trust between
Allmerica Financial Investment Management Services, Inc. ("AFIMS"), the Trust's
investment manager, and each of UBS Global Asset Management (Americas) Inc.
("UBS Global Am") and Goldman Sachs Asset Management ("GSAM"), a business unit
of the Investment Management Division ("IMD") of Goldman, Sachs & Co.
("GS&Co."), respectively, the Fund's Sub-Advisers, which will become effective
on May 1, 2002, and (2) new principal investment strategies for the Fund. The
New Sub-Adviser Agreements are the same in all substantive respects to the
previous Sub-Adviser Agreement (the "Previous Sub-Adviser Agreement"), dated
April 16, 1998, in effect between AFIMS and Morgan Stanley Investments LP
(formerly Miller, Anderson & Sherrerd, LLP) ("Morgan Stanley"), except that the
sub-advisory fees which AFIMS will pay UBS Global AM and GSAM differ from the
sub-advisory fee structure in the Previous Sub-Adviser Agreement and the
effective date and termination dates are different. There will be no change in
advisory fees paid by the Fund to AFIMS. AFIMS will pay UBS Global AM's and
GSAM's sub-adviser fees.
AFIMS manages the business affairs of the Fund pursuant to a Management
Agreement (the "Management Agreement") dated April 16, 1998 between the Trust
and AFIMS. The Management Agreement provides that, subject to the requirements
of the Investment Company Act of 1940 (the "1940 Act") and the rules and
regulations thereunder, AFIMS at its expense may select and contract with a
Sub-Adviser or Sub-Advisers to manage the investments of one or more of the
Funds in the Trust. AFIMS has selected UBS Global AM and GSAM to manage the
investments of the Fund and such selection was approved by the Board of Trustees
of the Trust at the April 15, 2002 meeting. UBS Global AM and GSAM initially
each will manage approximately one-half of the Fund assets. Thereafter, AFIMS
will allocate the Fund's assets between the two Sub-Advisers on a basis
determined to be in the best interests of Shareholders (the "Sub-Adviser's
Portion").
Under an order received from the Securities and Exchange Commission,
the Trust and AFIMS are permitted to enter into and amend sub-advisory
agreements without receiving shareholder approval. The Trustees of the Trust
must approve such sub-advisory agreements, and the Fund must provide specified
information to Shareholders within 90 days of the hiring of any new sub-adviser
or the retention of a sub-adviser whose ownership has changed significantly.
This Information Statement is being supplied to Shareholders to fulfill such
information requirement and is being mailed on or about April ___, 2002.
NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTER DESCRIBED
IN THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
Background. Prior to the appointment of UBS Global AM and GSAM as
Sub-Advisers of the Fund, Morgan Stanley served as Sub-Adviser of the Fund. The
decision to change Sub-Advisers was based primarily on Morgan Stanley's
performance on behalf of the Fund and certain changes in personnel assigned by
Morgan Stanley to the Fund. Under investment performance criteria and other
standards established by AFIMS and BARRA RogersCasey, Inc. ("BARRA
RogersCasey"), a consultant retained by AFIMS, each Sub-Adviser of the Trust is
continuously monitored against relevant market indices and peer groups. Because
Morgan Stanley did not meet expectations for performance due to changes in
personnel, AFIMS and BARRA RogersCasey recommended that the Trustees terminate
the Previous Sub-Adviser Agreement and appoint UBS Global AM and GSAM as the new
Sub-Advisers to the Fund.
In addition, the Trustees determined, based on the recommendation of
AFIMS and BARRA RogersCasey, that the Fund's assets could be managed more
effectively by two Sub-Advisers and that it would be appropriate to change the
strategy of the Fund from one that focuses primarily on well-established or
developing companies, both large and small, with substantially all of its assets
in equity-type securities, to one which also emphasizes well-established large
companies and large companies whose share prices are believed to be lower than
their intrinsic values with UBS Global AM having a more value-oriented approach
and GSAM having a more growth-oriented approach.
In the course of the selection process, AFIMS and BARRA RogersCasey
reviewed performance and background criteria, as well as written proposals and
in-person presentations by a number of investment advisory firms. In evaluating
the proposals, they considered, among other things, the nature and quality of
the services to be provided by each sub-adviser candidate, comparative data as
to each sub-adviser's investment performance, the
experience and financial condition of the sub-adviser and its affiliates, the
level of sub-advisory fees to be paid compared to industry average information
regarding the extent to which AFIMS and the Sub-Adviser obtained research
services as a result of securities transactions, the sub-adviser's commitment to
mutual fund advisory activities and the quality of the sub-adviser's proposal
generally. As a part of the review process, AFIMS and BARRA RogersCasey met with
the Investment Operations Committee1 ("Committee") of the Board of Trustees and
discussed with the Committee the proposed selection of UBS Global AM and GSAM as
the new Sub-Advisers for the Fund. The Committee recommended to the full Board
of Trustees approval of UBS and GSAM as the new Sub-Advisers of the Fund. Upon
completion of the review process the Trustees voted unanimously, with the
"non-interested" Trustees voting separately after conferring with their
independent counsel, to terminate the Previous Sub-Adviser Agreement as of the
close of business on April 30, 2002, to appoint UBS Global AM and GSAM as the
new Sub-Advisers to the Fund effective May 1, 2002 and to approve the New
Sub-Adviser Agreements. In evaluating the proposal, the Trustees considered
generally the same factors considered by AFIMS and BARRA RogersCasey. The
decision by the Trustees to change Sub-Advisers was based primarily on Morgan
Stanley's investment performance on behalf of the Fund and on changes in certain
personnel assigned to the account by Morgan Stanley. At the April 15, 2002
meeting, the Trustees were provided with financial and other information about
UBS Global AM and GSAM. At the meeting they were also provided with performance
information relating to UBS Global AM and GSAM and information about their
investment styles and current personnel. The Trustees considered the terms of
the New Sub-Adviser Agreements and the fact that they were substantially the
same as the Previous Sub-Adviser Agreement. The Trustees considered the fact
that there would be no change in the advisory fees paid by the Fund to AFIMS.
The Trustees concluded that entering into the New Sub-Adviser Agreements was in
the best interests of the Fund and its Shareholders.
INFORMATION REGARDING UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC. AND
GOLDMAN SACHS ASSET MANAGEMENT, A BUSINESS UNIT OF THE INVESTMENT
MANAGEMENT DIVISION OF GOLDMAN, SACHS & CO.
UBS Global AM first began managing institutional assets through its
predecessor entities, Brinson Partners, Inc. and First Chicago Investment
Advisors in 1974 and is located at 209 South LaSalle Street, Chicago, IL 60604.
Swiss Bank Corporation ("SBC") acquired the firm in 1995. In 1998, SBC merged
with Union Bank of Switzerland to form UBS AG. UBS Global AM is a member of the
UBS Global Asset Management business group (the "Group") of UBS AG. As of
December 31, 2001, UBS Global AM had approximately $40 billion in assets under
management and the Group had approximately $400 billion in assets under
management.
GS&Co was originally founded in 1869, GSAM has been a registered
investment adviser under the Investment Advisers Act of 1940 since 1981. GSAM
has been providing discretionary investment advisory services since 1989 to
institutional investors such as pension funds, endowments, foundations,
financial institutions, corporation and governments. As of December 31, 2001
GSAM along with other units of IMD, had approximately $329.6 billion in assets
under management.
Except as otherwise specified herein, all information about UBS Global
AM and GSAM in this Information Statement has been provided by UBS Global AM and
GSAM, respectively.
Parent Companies of UBS Global Asset Management (Americas) Inc. and Goldman
Sachs Asset Management, a business unit of the Investment Management Division of
Goldman, Sachs & Co.
The tables below list the names, addresses and ownership percentages of
all parent companies of UBS and GSAM.
UBS Global AM
Name Address
---- -------
UBS AG Aeschenvorstadt 1, 4002 Basel, Switzerland and
(a publicly traded company) Bahnhofstrasse 45, 8001 Zurich, Switzerland
UBS Americas Inc. 677 Washington Blvd., Stamford, CT, 06901
(100% owned by UBS AG)
UBS Inc. 299 Park Avenue, NY, NY 10171
(100% owned by UBS Americas Inc.)
UBS (USA) Inc. 677 Washington Blvd., Stamford, CT 06901
(95% owned by UBS Americas Inc. and 5%
owned by UBS Inc.)
UBS Global Asset Management (Americas) Inc. 209 S. LaSalle Street, Chicago, IL 60604
(100% owned by UBS (USA) Inc.)
GSAM
Name Address
---- -------
The Goldman Sachs Group, Inc. 85 Broad Street, New York, NY 10004
(a publicly traded company)
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004
(100% owned by The GoldmanSachs Group, Inc.)
- ------------------------
/1/ The Investment Operations Committee is composed of three Trustees who are
"non-interested" persons of the Trust, AFIMS or the Sub-Adviser or their
affiliates, two Trustees who are "interested" persons and one non-Trustee
participant. The Committee monitors investment adviser performance and
analyzes fund data.
2
Investment Management Division 32 Old Slip, New York, NY 10005
(100% owned by Goldman, Sachs & Co.)
Goldman Sachs Asset Management 32 Old Slip, New York, NY 10005
(100% owned by Goldman, Sachs & Co.)
Principal Executive Officers and Directors of UBS Global Asset Management
(Americas) Inc. and Goldman Sachs Asset Management, a business unit of the
Investment Management Division of Goldman, Sachs & Co.
The tables below list the individuals who serve as principal executive
officers and directors of UBS Global AM and GSAM. The address for the UBS Global
AM personnel is 209 South LaSalle Street, Chicago, IL 60604. The addresses for
GSAM personnel are listed by footnote following the table which includes their
information. None serves as an officer or Trustee of the Trust.
UBS Global AM
Name Principal Occupation
---- --------------------
Benjamin F. Lenhardt, Jr. Chairman and Chief Executive Officer
Jeffrey J. Diermeier Chief Investment Officer
Brian M. Storms* President and Chief Operating Officer
Nicholas C. Rassas Vice President
Deborah D. Boedicker Vice President
Robert P. Wolfangel* Treasurer
Mark F. Kemper Secretary
*These individuals divide their time between 209 South LaSalle Street and
51 West 52nd Street, New York, NY 10019
GSAM
Name Principal Occupation
---- --------------------
Henry M. Paulson, Jr. (1) Chairman and Chief Executive Officer
Robert J. Hurst (1) Vice Chairman
John A. Thain (1) (3) President and Co-Chief Operating Officer
John L. Thornton (3) President and Co-Chief Operating Officer
Lloyd C. Blankfein (1) Managing Director
Richard A. Friedman (1) Managing Director
Steven M. Heller (1) Managing Director
Robert S. Kaplan (1) Managing Director
Philip D. Murphy (2) Managing Director
Daniel M. Neidich (1) Managing Director
Robert K. Steel (2) Managing Director
David A. Viniar (5) Managing Director
Patrick J. Ward (3) Managing Director
Peter A. Weinberg (3) Managing Director
Gregory K. Palm (1) Counsel and Managing Director
John Winkelried (3) Managing Director
Gary D. Cohn (1)
J. Michael Evans (6)
Scott B. Kapnick (3)
Kevin W. Kennedy (1)
Peter S. Kraus (6)
Andrew J. Melnick (6)
Eric M. Mindich (6)
Steven T. Mnuchin (1)
Thomas K. Montag (1)
Suzanne Nora Johnson (6)
Eric Schwartz (6)
Esta Stecher (6)
- ------------------
(1) 85 Broad Street, New York, NY 10004
(2) 32 Old Slip, New York, NY 10005
(3) Peterborough Court, 133 Fleet Street, London EC4A 2BB, England
(4) ARK More Building, 12-32 Akasaka I-Chrome Minato-Ky, Tokyo 107-6019, Japan
(5) 10 Hanover Square, New York, NY 10005
(6) One New York Plaza, New York, NY 10004
3
No arrangements or understandings made in connection with the New
Sub-Adviser Agreements exist between AFIMS, UBS and GSAM with respect to the
composition of the Boards of Directors of UBS and GSAM or the Board of
Trustees of the Trust or with respect to the selection or appointment of any
person to any office with any of them.
Other Funds Managed by UBS Global Asset Management (Americas) Inc. and Goldman
Sachs Asset Management, a business unit of the Investment Management Division of
Goldman, Sachs & Co.
UBS Global AM and GSAM serve as investment adviser or sub-adviser to
other investment company funds similar to the Core Equity Fund. Information
about these funds appears in the following table.
UBS
Assets as of
Fund Group Fund 12/31/01 Fees (as annual percentage of net assets)
UBS Relationship Funds UBS U.S. Equity Relationship $50,532,687 *
Fund
UBS Relationship Funds UBS U.S. Large Cap Equity $13,947,902 *
Relationship Fund
UBS Relationship Funds UBS U.S. Value Equity $122,909,592 *
Relationship Fund
* Fees are billed directly to investors. The funds do not pay any Advisory Fees
to UBS Global AM.
UBS
Assets as of
Fund Group Fund 12/31/01 Fees (as annual percentage of net assets)
UBS Funds U.S. Equity Fund $120,600,553 0.70%
UBS Funds U.S. Value Equity Fund $3,757,103 0.70%
UBS Funds U.S. Large Cap Equity Fund $3,153,177 0.70%
UBS Funds U.S. Large Cap Growth Fund $5,645,479 0.70%
GSAM
Assets as of
Fund 12/31/01 Fees (as annual percentage of net assets)
Goldman Sachs Strategic
Growth Fund $231.4 1.00%
Description of the Previous Sub-Adviser Agreement and the New Sub-Adviser
Agreements
The Fund began operations on April 29, 1985. The Previous Sub-Adviser
Agreement was last submitted and approved by the Shareholders of the Fund at a
Special Meeting on October 18, 1995 for the purpose of approving an amended fee
schedule. The Previous Sub-Adviser Agreement was last approved by the Trustees,
including the Trustees who are "non-interested," at a meeting of the Board of
Trustees on May 14, 2001. Except for different effective and termination dates
and the sub-advisory fee schedule, the terms of the New Sub-Adviser Agreements
are similar in all material respects to the terms of the Previous Sub-Adviser
Agreement.
For its services provided under the Previous Sub-Adviser Agreement,
Morgan Stanley was paid by AFIMS a fee computed daily and paid quarterly at an
annual rate based on the average daily net assets of the Fund and another
account of an affiliate of the Manager which was managed by Morgan Stanley, as
set forth below:
Net Assets Fee
---------- ---
First $50 Million ....... 0.50%
Next $50 Million ........ 0.375%
Next $400 Million ....... 0.25%
4
Next $350 Million ....... 0.20%
Over $850 Million ....... 0.15%
During the fiscal year ended December 31, 2001, AFIMS paid Morgan
Stanley $1,806,163 for its sub-advisory services pursuant to the Previous
Sub-Adviser Agreement. If the new sub-adviser fees had been in effect during the
last fiscal year, UBS Global AM and GSAM would have received $1,035,097 and
$1,077,530 respectively, representing a total increase of $306,464 or 16.97%
from the fees paid to Morgan Stanley. Based on the Fund's net assets at March
31, 2002 of approximately $640,570,512, the annual sub-adviser fees paid by
AFIMS would increased from $1,657,521 to $1,873,583, an increase of $216,062 or
13.04%.
The Manager pays UBS Global AM a fee computed daily and paid quarterly
at an annual rate of 0.75% based on the average daily net assets of the Fund
(including another account of an affiliate of the Manager which is managed by
UBS Global AM) that UBS Global AM manages up to $10 million, 0.60% on the next
$15 million, 0.45% on the next $25 million, 0.35% on the next $50 million, 0.25%
on the next $200 million, 0.20% on the next $300 million, 0.17% on the next $250
million and 0.15% on assets over $850 million. The Manager pays GSAM a fee
computed daily and paid quarterly at an annual rate of 0.30% based on the
average daily net assets of the Fund (including another account of an affiliate
of the Manager which is managed by GSAM) that GSAM manages up to $300 million
and 0.25% on assets over $300 million.
In managing the Fund's portfolio, Morgan Stanley invested primarily in
well-established, predominately large companies with substantially all of its
assets in equity-type securities, whereas under the Fund's new strategy the Fund
will invest in large companies with UBS taking a more value-oriented approach
and GSAM taking a more growth-oriented approach. The Trustees believe that the
new Sub-Adviser fee rates should provide an effective means of compensating UBS
and GSAM for their advisory services.
The New Sub-Adviser Agreements provide that UBS Global AM and GSAM, as
Sub-Advisers, in return for their fees, will manage the investment and
reinvestment of the Sub-Adviser's Portion of the assets of the Fund subject to
the control and supervision of the Board of Trustees and in accordance with the
investment objective and policies of the Fund set forth in the Trust's current
registration statement and any other policies established by the Board of
Trustees or AFIMS. In this regard, it is the responsibility of UBS Global AM and
GSAM to make investment decisions and to place purchase and sale orders for
investment securities for their respective Sub-Adviser's Portion of the Fund.
The New Sub-Adviser Agreement states that UBS Global AM and GSAM will provide at
their expense all necessary investment, management and administrative facilities
needed to carry out their duties under the New Sub-Adviser Agreements, but
excluding brokerage expenses and pricing and bookkeeping services.
The New Sub-Adviser Agreements will remain in full force and effect
through May 30, 2003 and shall continue in full force and effect for successive
periods of one year thereafter, but only so long as each such continuance is
specifically approved annually by the Board of Trustees, or by vote of the
holders of a majority of the Fund's outstanding voting securities, and by the
vote of a majority of the Trustees who are not "interested persons" of the
Trust, AFIMS, the Sub-Advisers, or any other Sub-Adviser to the Trust. The New
Sub-Adviser Agreements may be terminated at any time, without payment of any
penalty, by AFIMS, subject to the approval of the Trustees, by vote of the
Trustees, by vote of a majority of the outstanding voting securities of the
Fund, or by UBS Global AM or GSAM, as applicable, in each case on 60 days'
written notice. As required by the 1940 Act, each New Sub-Adviser Agreement will
automatically terminate, without the payment of any penalty, in the event of its
assignment. They also will terminate in the event that the Management Agreement
between the Trust and AFIMS shall have terminated for any reason.
The New Sub-Adviser Agreements provide that, in the absence of (i)
willful misfeasance, bad faith or gross negligence on the part of UBS Global AM
and GSAM, or (ii) reckless disregard by UBS Global AM or GSAM of their
obligations and duties under the respective New Sub-Adviser Agreement, they
shall not be liable to the Trust, AFIMS or to any shareholder or creditor of the
Trust, for any matter in connection with the performance of any of their
services under the respective New Sub-Adviser Agreements or for any good faith
purchase or sale of any investment made by them for the Trust.
In addition to approving the New Sub-Adviser Agreements, the Trustees
also approved new principal investment strategies for the Fund that reflect UBS
Global AM and GSAM's investment management styles. The previous
5
principal investment strategies are stated in the Fund's current prospectuses
dated May 1, 2001. The new strategies, which will become effective May 1, 2002,
will be included in the Prospectus dated May 1, 2002 and are set forth below.
Principal Investment Strategies. To pursue the Fund's investment objective, the
Fund will take a multi-manager approach whereby two Sub-Advisers will
independently manage their own portion of the Fund's assets. UBS Global Asset
Management (Americas) Inc. takes a more value-oriented approach to investing
whereby it looks for common stocks of large companies that it believes are
selling at prices that the firm deems to be lower than their intrinsic values.
Goldman Sachs Asset Management takes a more growth-oriented approach to
investing whereby it generally will target well-established large companies
strategically positioned for consistent long-term growth. Both Sub-Advisers will
use a fundamental bottom-up approach to selecting stocks for the Fund.
The Sub-Advisers will initially each manage approximately one-half of
the Fund assets. At any point, however, the Manager may change the allocation of
the Fund's assets between the two Sub-Advisers on a basis determined by the
Manager to be in the best interests of shareholders. This means that the portion
of assets managed by one Sub-Adviser could be significantly larger than that
managed by the other and that the difference in such proportions could change
from time to time.
The Fund normally will invest substantially all of its assets in
equity-type securities, including common stocks, warrants, preferred stocks and
debt securities convertible into common stock and eligible real estate
securities, including REIT's. Under normal circumstances, the Fund will invest
at least 80% of its net assets (plus any borrowings for investment purposes) in
these securities. The Fund may invest up to 25% of its assets in foreign
securities (not including its investments in ADRs). In addition, the Fund may
invest up to 10% of its total assets (excluding securities lending collateral)
in non-investment grade fixed income securities, which may be BB or lower by
Standard & Poor's or Ba or lower by Moody's, at the time of investment.
OTHER INFORMATION
The shares of the Fund may be purchased only by separate accounts
("Separate Accounts") established by First Allmerica Financial Life Insurance
Company ("First Allmerica") or Allmerica Financial Life Insurance and Annuity
Company ("Allmerica Financial Life") for the purpose of funding variable annuity
contracts and variable life insurance policies issued by First Allmerica or
Allmerica Financial Life and by qualified pension and retirement plans. Both
First Allmerica and Allmerica Financial Life are wholly-owned subsidiaries of
Allmerica Financial Corporation ("AFC"), a publicly-traded Delaware holding
company for a group of affiliated companies, the largest of which is First
Allmerica, a life insurance company organized in Massachusetts in 1844. On
December 31, 2001, the Trustees and officers of the Trust, as a group,
beneficially owned less than 1% of the outstanding shares of the Fund.
Annual Report
The Trust will furnish, without charge, a copy of the most recent
Annual Report to the Shareholders of the Fund. Requests should be directed to
the Trust at 440 Lincoln Street, Worcester, Massachusetts 01653 or by calling
1-800-828-0540.
Broker Commissions
During the fiscal year ended December 31, 2001, no commissions were
paid to brokers affiliated with the Sub-Adviser of the Fund.
Distributor, Administrator
Allmerica Investments, Inc. ("AII"), a wholly-owned subsidiary of AFC,
serves as the Distributor for the Trust. AII, AFIMS and AFC are located at 440
Lincoln Street, Worcester, MA 01653. Investors Bank & Trust Company, 200
Clarendon Street, Boston, MA 02116, serves as the Trust's administrator, fund
accountant and custodian.
April 15, 2002
6
April ___, 2002
Dear Contract/Policy Owner:
We are pleased to enclose an Information Statement regarding UBS Global
Asset Management (Americas) Inc. ("UBS Global AM") and Goldman Sachs Asset
Management ("GSAM"), a business unit of the Investment Management Division
("IMD") of Goldman, Sachs & Co., ("GSAM"), the new Sub-Advisers of the Core
Equity Fund (the "Fund") of Allmerica Investment Trust (the "Trust"), and the
new investment strategies for the Fund. UBS Global AM and GSAM have been hired
effective May 1, 2002 to replace Morgan Stanley Investments L.P. (formerly
Miller, Andersen & Sherrerd, LLP) ("Morgan Stanley"), the Fund's previous
Sub-Adviser. UBS Global AM and affiliates, with over $400 billion in assets
under management as of December 31, 2001, has been managing money since 1974.
GSAM and affiliates of IMD had $329.6 billion in assets under management as of
December 31, 2001, and has been managing money since 1869. Initially each new
Sub-Adviser will manage approximately one-half of the Fund's assets. The
investment advisory fees charged by the Trust's investment manager, Allmerica
Financial Investment Management Services, Inc. ("AFIMS"), to the Fund remain the
same.
Please take a few minutes to read the Information Statement. It
contains additional information about UBS Global AM and GSAM, the terms of the
new Sub-Adviser Agreements, the factors that were considered by management and
the Board of Trustees in making the decision to change Sub-Advisers and a
description of the Fund's new investment strategies.
This action will not require you to send a proxy and we are not asking
you for a proxy. As always, please feel free to contact your financial
representative or us with any questions or comments you may have.
Sincerely,
/s/ Richard M. Reilly
Richard M. Reilly
President
Enclosure