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HomeMy WebLinkAbout33289 / 85-10The City Council of the City of Oshkosh, Winnebago County, Wisconsin, met in special, open, public session at its regular meeting place on April 18, 1985, at 7:00 o'clock P.M., with the following members present: Floyd R. Chapin, 7'hamas J. Binner, Bernice Teichmiller, Don H. Kutchera, James A. Mather, Kathleen M. Propp and the following members absent: Robert E. Pung (Other business) The Clerk stated that one purpose of the meeting was the consideration of proposals received for the purchase of $740,000 Sewer Bonds, Series 1985 of the City of Oshkosh pursuant to sealed bids. Thereupon the following resolution was introduced by Chaqin and was read in full, and pursuant to motion made by Chapin and seconded by P7ather was adopted by the following vote: Aye: Chapin, Binner, Teichmiller, Kutchera, Mather, Propp Nay: None RESOLIITION determining to issue $740,000 Sewer Honds, Series 1985, of the City of Oshkosh, Winnebago County, Wisconsin, providing details, prescribing the form of bond, awarding the bonds to the highest bidder, and levying taxes. WHEREAS, by initisl resolution duly adopted on September 6, 1984 there have been authorized to be issued not exceeding $6,000,000 bonds of the City of Oshkosh (the "City") for the public purpose of improving and extending the sewer system of the City; and WHEREAS, official notice of the adoption of said initial resolution was published on September 7, 1984 in the Oshkosh Northwestern and to the date of this resolution, no petition has been filed with the City Clerk requesting that said initial resolution be submitted to the electors; and _� m WEiEREAS, of the total authorized issue of $6,00O,OOD, bonds in the amount of $4,000,000 have been issued previously and it is now necessary that the sale of a portion of the balance of the total authorized issue in the amount of $740,000 be consumated; and WHEREAS, the Director oF Finance has caused notice of the public sale of bonds in the amount of $740,000 to be published in The Bond Buyer and in the Oshkosh Northwestern and to be distributed to potential bidders for said bonds; and WHEREAS, pursuant to advertisement, sealed bids were received for the purchase of bonds in the amount aforesaid until 11:00 A.M., C.S.T. on April 18, 1985, which bids are as follows: Name of Bidder (NO BIDS WERE RECEIVED.) Net Interest Rate WHEREAS, Section 67.08(3), Wis. Stats., provides as follows: �3) Any or all bids received may be rejected and the sate canceled, or the sale of all or any part of the bonds negotiated, after bids at public sale have been rejected or if no bids are received. WHEREAS, the City of Oshkosh received no bids and subsequently entered into negotiations for the sale of said bonds with Northern Trust Co., Chicago, ILL., and First National Bank of Chicago, Chicago, Illinois; and �� of Chi negotiations with WHEREAS, the/bfkkrl# First N associates at a price of par plus a< b i d submitted, which bid is as follows: -2- was the best � negot i ated 0 (Attach Bid Here) (NO BIDS RECEIVED) First National Bank of Chicago, Chicago, Illinois, negotiated rate: 9.60% 1994 thru 2003 9.70 2004 9.80 2005 with a net interest cost of $1,151,180.00 and an effective interest rate of 9.6494%. -3- � J NOW, THEREFORE, Be It Resolved by the City Council of the City of Oshkosh, Winnebago County, Wisconsin, as follows: Section 1. The advertisement by the Director of Finance of bonds of the City in the principal amount of $740,000, as aforesaid, is in all respects ratified and confirmed. Section 2. Definitions. For all purposes of this Resolution, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section shall have the meanings set forth below, and shall include the plural as well as the singular. "Bond" or "Bonds" shall mean one or more of the Sewer Bonds, Series 1985 authorized to be issued by the terms of this Resolution. "Bond Register" shall mean the books of the City kept by the Registrar to evidence the registration and transfer of the Bonds. "City" shall mean the City of Oshkosh, Winnebago County, Wisconsin. "Governing Body" shall mean the City Council of the City. "Registrar" shall mean the First Wisconsin Trust Company, in Milwaukee, Wisconsin, or a successor designated as Registrar hereunder. the City. "Resolution" shall mean this resolution as adopted by the Governing Body of "Statute" shall mean Chapter 67 of the Wisconsin Statutes, as amended and supplemented. Section 3. Authorization. The issuance and sale of $740,000 aggregate principal amount of sewer bonds is hereby authorized for the purpose of providing funds in that amount to be applied to the cost of improving and extending the sewer system of the City. The Bonds shall be designated "Sewer Bonds, Series 1985," shall be dated May 1, 1985, as originally issued, and shall also bear the date of their authentScation by the Registrar. The Bor.ds shall be in fully registered form, shall be in denominations of $5,000 each and integral multiples thereof (but no single Bond shall represent install- ments of principal maturing on more than one date), shall be numbered consecutively commencing with number one, shall mature serially on May 1 of each of the years, in the amounts and shall bear interest at the rates per annum, as follows: Year 1994 1995 1996 1997 1998 1999 Interest Amount Rate 530,000 9.60 % 50,000 9.60 60,000 9.60 -0- 9.60 -0- 9.60 -0- 9.60 Year 2000 2001 2002 2003 2004 2005 Interest Amount Rate 5100,000 9.60 % 100,000 9.60 l00,000 9.60 l00,000 9,60 l00,000 9.70 ioo,o00 9,80 Section 4. Interest; Payment Provisions. The Bonds shall bear interest from their date or fro m the most recent interest paym ent date to which interest has -4- been paid or duly provided for, at the rates set.out above, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on the first days of May and November of each year, commencing on May 1, 1986. Interest on each Bond shall be paid by check or draft of the Registrar to the person in whose name such Bond is registered at the close of business on the 15th day of the calendar month next preceding the interest payment date. The principal af each Bond shall be payable in lawful money of the United States of America upon presentation and surrender of such Bond at the principal corporate trust office of the Registrar in Milwaukee, Wisconsin. Section 5. Esecution; Authentication The Bonds shall be executed on behalf of the City with the facsimile signature of the City Manager and with the fac- simile signature of the City Clerk, and sealed with the corporate seal of the City or a printed facsimile thereof. In case any office^ whose signature shall aopear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and suFficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Registrar as authenticating agent of the City and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless and until such certificate of authentication shall have been duly executed by the Registrar by manual signature, and such certificate of suthentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Resolution. The certificate of authentication on any Bond shall be deemed to have been executed by the Registrar if signed by an authorized officer of the Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Section 6. Registration of Bonds; Persons 'IY�eated as Owners. The City shall cause books (the "Bond Register") for the registration and for the transfer of the Bonds as provided in this Resolution to be kept at the principal corporate trust office of the Registrar, which is hereby constituted and appointed the registrar oF the City with respect to the Bonds herein authorized. Upon surrender for transfer of any Bond at the principal corporate trust office of the Registrar duly endorsed by, or aecompanied by a written instrument or instruments of transfer in form satisfactory to the Registrar duly executed by, the registered owner or his attorney duly authorized in writing, the City shall execute and the Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds oF the same maturity of authorized denominations, for a like aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at said office of the Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity of other authorized denomina- tions. The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond and the Registrar shall thereby be suthorized to authenti- cate, date and deliver such Bond. The Registrar shall not be required to transfer or exchange any Bond during the period of fifteen days next preceding any interest payment date on such Bond, nor to transfer or exchange any Hond after notice calling such Bond for prepayment has been mailed nor during the period of fifteen days next preceding mailing of a notice of prepayment of any Bonds. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid -5- J and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Bonds, but the City or the Registrar may require payment af a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds except in the case of the issuance of a Hond or Bonds for the unre- deemed portion of a Bond surrendered for redemption. Section 7. Prior Redemptioa Bonds maturing on and after May 1, 1991 shall be subject to redemption prior to maturity at the option of the City as a whole, or in part in inverse order of their maturity (less than all of the Bonds of a single maturity to be selected by the Registrar), on May 1, 1990 and on any interest payment date there- after, at the redemption price of par plus accrued interest to the date fixed for redemp- tion plus a premium in the amounts, for redemption on the dates, as follows: Redemption Date Premium May 1, 199U - November 1, 1995, inclusive 2% May 1, 1996 - November 1, 2000, inclusive 1% May 1, 2001 and thereafter none The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. At least 45 days prior to the redemption date (unless a shorter notice shall be satisfactory to the Registraz), the City shall notify the Registrr�r of such redemption date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected not more than 60 days prior to the redemption date by the Registrar from the outstanding Bonds of the longest maturity then outstanding by such method as the Registrar shall deem fair and appropriate, and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. The Registrar shall promptly notify the City in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected ior partial redemption, the principal amount thereof to be redeemed. Section 8. Redemption Procedure. Unless waived by any holder of Honds to be redeemed, notice of the call for any such redemption shall be given by the Regis- trar on behalf of the City by mailing the redemption notice by registered or certified mail at least thirty days and not more than sixty days prior to the date fixed for redemp- tion to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Registr�r. All notices of redemption shall state: (1) the redemption date, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partiai redemption, the respective principal amounts) of the Bonds to be redeemed, -6- (4) that on the redemption date the redemption price ivill become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place oF payment shall be the principal corporate trust office of the Registrar. Prior to any redemption date, the City shall deposit with the Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Registrar at the redemption price. Install- ments of interest due on or prior to the redemption date shall be payable as herein pro- vided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same matur- ity in the amount of the unpaid principal. All Bonds which have been redeemed shall be cancelled and destroyed by the Registrar and shall not be reissued. Section 9. Form of Bonds. The Bonds, the certificate of authentication to be endorsed thereon and the form of assignment are all to be in substantially the follow- ing forms with necessary and appropriate variations, omissions and insertions as per- mitted or required by this Resolution: (Form of Bond) IInited States of America State of Wisconsin County of Winnebago City of Oshkosh Sewer Bond, Series 1985 Rate of Interest Maturity Date Date of Original Issue Principal Amount November 1, 19 May 1, 1985 Registered Owner: BNOW ALL MEN BY THESE PRESENIS: That the City of Oshkosh, in the County of Winnebago, Wisconsin (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner hereinabove identified, or regis- tered assigns as hereinafter provided, on the Maturity Date hereinabove identified, the Principal Amount hereinabove identified and to pay interest (computed on the basis of a -7- 360-day year of twelve 30-day months) on such principal amount from the date of this Bond or from the most recent interest payment date to which interest has been paid at the Rate of Interest per annum hereinabove set forth on May 1 and November 1 af each year, commencing 1, 19 , until said principal sum is paid, except as the provisions hereinafter set forth with respect to redemption may be and become appli- cable hereto. The principal of this Bond is payable in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of the First Wisconsin Trust Company, Milwaukee, Wisconsin, as registrar and paying agent (the "Registrar"). Payment oF each installment of interest shall be made to the registered owner hereof who shall appear on the registration books of the City main- tained by the Registrar at the close oi business on the 15th day of the calendar month next preceding the interest payment date and shail be paid by check or draft of the Registrar mailed to such regis4ered owner at his address as it appears on such registra- tion books or at such other address as may be furnished in writing by such registered owner to the Registrar. Reference is hereby made to the further provisions of this Bond set forth on the reverse side hereof and such further provisions shall For all purposes have the same effect as if set forth on the Front side hereof. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist, happen and be performed precedent to and in the issu- ance of this Hond have been done, have existed, have happened and have been performed in regular form and manner as required by the constitution and statutes of the State of Wisconsin, that this Bond, together with all other indebtedness of the City, does not exceed any limitation prescribed by law, and that said city has levied a direct annual irrepealable tax sufficient to pay the interest hereon when it falls due and also to pay and discharge the principal hereof at maturity. The full faith, credit and resources of the City are hereby pledged for the payment of the principal of and interest on this Bond and the issue of which it is a part as the same respectively become due and for the levy and collection of sufficient taxes for that purpose. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Registrar. IN WITNESS WAEREOF the City of Oshkosh, Winnebago County, Wisconsin, by its City Council, has caused this Bond to be executed with the duly authori2ed fac- simile signature of its City Manager and with the duly authorized facsimile signature of its City Clerk and its official seal or e facsimile thereof to be impressed or reproduced hereon, as of the first day of May, 1985. (facsimile signature) City Clerk [SEAL] -8- (facsimile signature) City Manager CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Resolution and is one of the Sewer Bonds, Series 1985 of the City of Oshkosh, Wisconsin. Date of Authentication: First Wisconsin Trust Company, as Bond Registrar By Authorized Officer [Form of Bond - Reverse Side] This Bond is one of an authorized issue of Honds aggregating the principal amount of $940,000 (the "Bonds") issued to pay a portion of the cost of improving and extending the sewer system of the City, pursuant to and in all respects in compliance with Chapter 67 of the Wisconsin Statutes and a resolution adopted by the City Council of said City on April 18, 1985. Bonds of the issue of which this Bond is one maturing on and after May l, 1991 are subject to redemption prior to maturity at the option of the City as a whale, or in part in inverse order of their maturity (in integral multiples of $5,000, less than all the Bonds of a single maturity to be selected by the Registrar in such manner as it shall deem fair and appropriate) on May 1, 1990 and on any interest payment date thereafter, at the redemption price oF par plus accrued interest to the date fixed for redemption, plus a premium in the amounts, for redemption on the dates, as follows: Redemption Date Premium May 1, 1990 - November 1, 1995, inclusive 2% May 1, 1996 - November 1, 2000, inclusive 1% May 1, 2001 and thereaft<r none Notice of any intended redemption shall be sent by registered or certified mail not less than thirty days nor more than sixty days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed (in whole or in part) at the address shown on the registration books of the City maintained by the Registrar or at such other address as is furnished in writing by such registered owner to the Registrar. When so called for redemption, this Bond, or the portion thereof being so called for redemption, will cease to bear interest on the specified redemption date, provided funds for redemption are on deposit at the place of payment at that time, and shall not be deemed to be outstanding. This Bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Regis- trar in Milwaukee, Wisconsin, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing resolution, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denom- inations of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. � The Bonds are issuable in fully registered form in the denomination of 55,000 each or integral multiples thereof. This Bond may be exchanged at the principal corporate trust office of the Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations, upon the terms set forth in the authorizing resolution. The City and the Registrar may deem and treat the registered owner as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof, premium, if any, hereon and interest due hereon and for all other purposes and neither the City nor the Registrar shall be affected by any notice to the contrary. ASSIGNMENT FOR VALUE RECE[VED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint or its successor as Registrar to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Section 10. Sale of Bonds. The sale of the Bonds to F i rst Nat i ona 1 Bank of Lhicago, Chicago, Illinois and Associates, at the price of par plus accrued .interest to the date of delivery is hereby confirmed. The City Treasurer is hereby authorized to deliver the Bonds to said purchasers upon payment of the purchase price. Section 11. Use of Proceeds; No Arbitrage; Bonds to Remain in Registered Form. The principal proceeds of the Bonds shall be deposited in a specisl fund and used solely for the purpose for which Yhe Bonds were suthorized. The principal proceeds from the sale of the Bonds shall be used only to pay the costs of public project aforesaid. The City recognizes that the purchasers and holders of the Bonds will have accepted them on, and paid therefor a price which reflects, the understanding that interest thereon is exempt from federal income taxation under laws in force at the time the Bonds shall have been delivered. In this connection the City agrees that it shall take no action which may render the interest on any of the Bonds subject to federal income taxation and that the principal proceeds of the sale of the Bonds shall be devoted to and used with due diligence for the purpose for which the Bonds are hereby authorized to be issued. -10- The City Manager, the City Clerk, the City Finance Director and the City Treasurer, or any of them, are hereby authorized to execute on behalf of the City an Arbitrage Certificate to assure the purchasers and holders of the Honds that the proceeds of the Bonds are not expected to be used in a manner which would or might result in the Bonds being "arbitrage bonds" under Section 103(c) of the Internal Revenue Code of 1954, as amended, (the "Code") or the regulations of the United States Treasury Department currently in effect or proposed. Such Arbitrage Certificate shall constitute a represen- tation and certification of the City and no investment of Bond proceeds or of moneys accumulated to pay the Bonds herein authorized shall be made in violation of the expee- tations prescribed by said Arbitrage Certificate. The City further recognizes that Section 103(j) of the Code requires the Bonds to be issued and to remain in fully :zgiste.ed form in order that interest thereon is exempt from federal income taxation under laws in force at the time the Bonds are delivered. In this connection, the City agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. Section 12. Duties of Registrar. If requested by the Registrar, the City Manager is authorized to execute and the City Clerk is authorized to attest the Regis- trar's standard form of agreement between the City and the Registrar with respect to the obligations and duties of the Registrar hereunder which shall include the following: (a) to act as Registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to give notice oF redemption of Bonds as provided herein; (c) to cancel and destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (d) to furnish the City at least annually a certificate of destruction with respect to Bonds cancelled and destroyed; and (e) to furnish the City at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. Section 13. Taa Levg. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Bonds and to pay and dischacge the prin- cipal thereof at maturity, there is hereby levied upon all the ta�cable property in the City of Oshkosh a direct annuai tax in amounts sufficient for that purpose to-wit: Year 1985 1986 198? 1988 1989 1990 1991 1992 1993 1994 Amount 107,010 71,340 71,340 71,340 71,3�+0 71>340 71>340 97g1,340 11b;060 -11- Year 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 Amount 120,780 57>900 57,900 57,900 153,100 143,500 133,900 124,300 114,650 to4,9o0 In each of said years fro m 1985 to 2004, inclusive, the direct annual tas above levied shall be extended upon the tax rolls of the City in the sam e manner and time as taaces for general city purposes, and when collected the proceeds of said taxes shall be deposited into the account of the debt service fund establisned in favor of the Bonds, to be used solely for paying the principal of and interest on the Honds as long as any Bonds of the Bond remain outstanding. Section 14. Sufficiency. Interest or principal maturing at any time during the life of the Bonds when there shall be insufficient funds on hand from the above ta�c levy to pay the same shall be paid promptly when due from the general fund of the City, and said fund shall be reimbursed in a like amount out of the proceeds of taxes hereby levied when the same shall have been collected. Section 15. Debt Service Fund There has been ordered to be established in the City Treasury a fund separate and distinet from all other funds of the City of Oshkosh to be designated the "Debt Service Fund," which fund shall be used solely for the purpose oF paying principal of and interest on municipal obligations issued pursuant to Chapter 67, Wisconsin Statutes. There is hereby created and there shall be deposited in, an account known as the "Series 1985 Sewer Bond Account" to be held as a part of the Debt Service Fund, all premium and aecrued interest paid on the Bonds at the time the Bonds are delivered to the purchaser; all money raised by taxation pursuant to Section 13 hereof; and such other sums as may be neeessary to pay interest on the Bonds when the same shall become due and to retire the Bonds at their respective maturity dates. Section 16. Severability. If any section, paragraph or.provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability or such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. Adopted April 18 , 1985. Approved �7r; i i st , 1985. Recorded ,.; �i R , 1985 ��_�/ r } � lC�l.Gi�L'C.1�� ' /i i. t� Mayor '�T Attest: � 11 � \ / ' , 7 I.1 'IiiLi�.� � � � IK".��.i'�CL� Ui✓ City Clerk -12- �c J� STATE OF WISCONSIN COUNTY OF WINNEBAGO I, Donna C. Serwas, hereby certify that I am the duly qualified and acting City Clerk of the City of Oshkosh, Wisconsin, and as such official I further certify that attached hereto is a copy of excerpts from the minutes of the meeting of the City Coun- cil of said City held on April 18, 1985; that [ have compared said copy with the original minute record of said meeting in my oFficial custody; and that said copy is a true, cor- rect and complete transcript from said original minute record insofar as said original record relates to the proposed $740,000 Sewer Honds, Series 1985, of said City, dated May 1, 1985. WITNESS my official signature and the seal of said City this 19� day of April, 1985. i �� L Y��' l ,�I�� C% , � '„� � City Clerk� (SEAL) I ' • q • �� � �� � � �' � � �: �� C�' � \� �: l) \._ ���� n # �`� g� o � N � ���� � � -° �� � �o � N n �i� �D~Cr �d!: �� � �` O rn � O � �