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July 7, 1983 # 1 RESOLUTION
(CARRIED LOST LAID OVER WITHDRAWN )
PURPOSE: FINAL RESOLUTION AUTHORIZING �325�OODNDUSTRIAL
DEVELOPMENT REVENUE BONDS FOR ARROWHEAD CONVEYOR
CO., INC.
INITIATED BY: ARROWHEAD CONVEYOR CO., INC.
BE IT RESOLVED by the Common Council of the City of Oshkosh that the
following attached resolution authorizing City of Oshkosh, Winnebago County,
Wisconsin Industrial Development Revenue Bonds for Arrowhead Conveyor Co.,
Inc. project is hereby approved.
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SUFbSITTED BY
APPRO�lED C����--�C,�J\ �\
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Closing Document No. 17
CITY COUNCIL
OF THE
CITY OF' OSHKOSH
RESULUTION NU.
BOND RESOLUTION AUTHORIZItdG
$325,000
CITY OF OSHKOSH, WISCONSIN
INiIUSTRIAL DEVELOYbiEI�T REVENUE BONDS
(AkROWHEAD CONVEYOR CO., INC. PROJECT)
WHEREAS, the City of Oshicosh, Wisconsin (the "ISSUer"),
is a municipal corporation organized and existing under and pur-
suant to the laws of the State of Yv'isconsin and is authorized by
Section 66.521, wisconsin Statutes, as amended (the "Act"):
(a) to issue revenue bonds to finance certain
costs related to qualified projects; and
(b) to enter into a revenue agreement with an
eligible participatit wherein the eligible
participant agrees to cause a qualified
project to be constructeci and to provide the
Issuer witn revenues sufficient to provide
for the prompt payment of tn= principal of
and interest on the rever�ue bonds; and
tiHEREAS, Arrowhead Conveyor Co., Inc., a Delaware
corporation (tne "BOrrower"), has heretofore requested the Issuer
to issue revenue bonds to finance a project on behalf of the
Borrower as an eliyible participant under the Act; and
WHEREAS, this body has heretofore found and determined
that said project consisting of an addition to an existing
building for the purpose of manufacturing conveyor systems (the
"Project") is a qualified "project" witnin the meaning of the Act
and that the Borrower is an "eligible participant" within the
meaniny of the Act; and
WHEREAS, on hiay 5, 1983, this body adopted an initial
resolution pursuant to the Act wherein it was resolved that the
Issuer would issue industrial development revenue bonds to
finance the Project, subject however, to the satisfaction of
certain conditions including the approval by this body of the
terms oi the bonds and the revenue agreement described in said
initial resolution; and
WHEREAS, on May 5, 1963, tnis body aoopted a resolution
relating to waiver of Section (11)(b)1. of the Act and in that
resolution provided that the revenue agreement shall contain a
contractual antidiscrimination provision which shall be approved
by the Issuer; and
WHEREAS, on h;ay 10, 1983, notice of the adoption of tne
initial resolution was published in accordance with Section
(10)(b) of tF,e Act, and notice of adoption of the waiver reso-
lution was published in accordance with Section (17)(b�2. of the
Act, and no suificient petition has been filed with the Clerk
requesting a referendum on the guestion of the issuance of said
revenue bonds; and
wHEREAS, on July 7, 1983, a public hearing was held at
the City Hall and conducted in a manner that provided a reasonable
opportunity to be heard for persons with differing views on both
issuance of revenue bon�s and the location and nature of tne
proposed facility to be financed with revenue bonds; and
WHEREAS, nocice of the public heariny, substantially in
the form attached hereto as Exhibit A and incorporated herein,
was published by one insertion in the official newspaper of the
Issuer for the publication of notices pursuant to Chapter 985 of
tne wisconsin Statutes no less than 14 days before the scheduled
date of the hearing; and
WHEP.EAS, the official nes�spaper is a newspaper of
general circulation in the locality of the Project; and
wHEREAS, this body is an elected legislative body of
the Issuer; and
WHEREAS, the Borrower has now requested that
provide for the issuance of $325,000 principal amount
nue bonds upon the terms set forth in this Resolution
described, the "Bonds"); and
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the Issuer
of reve-
(as herein
,
WHEREAS, in connection therewith the Borrower has
presented the Zssuer with proposed documentation for the Bor�ds as
follows:
(a) a Bond Purchase Agreement, to be dated as of
the date of adoption of this Bond Resolution
(the "Bond Purchase Agreement"), to be
entered intu by and between the Issuer and
First Wisconsin National Bank of Oshkosh (the
"Purchaser"), setting forth the terms and
conditions on which the Issuer will sell and
the Purchaser will purchase the Bonds;
and
(b) a Trust Indenture and Revenue Agreement, to
be dated as of July 1, 1983 (the "Indenture"),
to be entered into by and among the Issuer,
tne Borrower, and the corporate trustee
hereinafter designated (tne "Trustee"),
providing tor the creation of the Bonds, the
terms thereof and the security therefor, and
a loan of the Bond proceeds to the Borrower
on repayment terms scheduled to provide the
Issuer with revenues sufficient to retire the
Bonds in accordance witn their terms; and
(c) a Promissory Note, to be dated the date of
tne issuance and sale of the Bonos to the
Purchaser (tne "Promissory Note"), to be
issued dy the Borrower payable to the order
of the lssuer in the principal amount oi the
Bonds as evidence of the borrowiny provided
ior in the Indenture and to be assignea by
the Issuer to tne Trustee; and
(d) a Mortgage, to be dated as of July 1, 1983
(the "t9ortgage"), from the Sorrower to the
Issuer, and froni the Issuer to be assigned to
the Trustee, providing collateral security
for the performance of the Borrower's
obliyations under the Zndenture; and
(e) a Guaranty
1983, from
corporation
and
Agreement, to be dated July t,
Conergics Corporation, a Delaware
("the Guarantor") to the Trustee;
WHEREAS, in accordance with the Act, this Resolution
and the aforesaid instruments and documents, the Bonds and
interest thereon shall never constitute an indebtedness of the
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Issuer within the meaninq of any State constitutional provision
or statutory limitation, shall not constitute or give rise to a
pecuniary liability of the Zssuer or a charge against its general
credit or taxing powers, and shall not constitute or give rise to
any oersonal liability of any member of this body or of any
officers or employees of the Issuer on the Bonds or for any act
or omission related to the authorization or issuance of the
Bonds; and
WHEREAS, it is in the public interest of the Issuer to
encourage and promote the development of projects such as the
Project in order to realize public benefits such as, but not
limited to, the provision and retention of gainful employment
opportunities for the citizens of the Issuer; the stimulation of
the flow of investment capital into the Issuer with resultant
beneficial effects on the economy in the Issuer; and the preser-
vation and enhancement of the Issuer's tax base; and
WHEREAS, the development of the
of Bonds to finance the Project as herein
judgment of this body, serve the intended
public purpose and in all respects conform
and requirements of the Act;
NOt9, THEREFORE, BE IT RESOLVED:
Project and the issuance
recited will, in the
accomplishments of
to the provisions
1. Findings and Determinations. It has been found and
determined and is hereby declared:
(a) that the Project is a qualified "project"
under and for the purposes of the Act;
(b) that the Borrower is a qualified "eligible
participant" under and for purposes of
the Act;
(c) that the Indenture meets the requirements
of a"revenue agreement" under and for
purposes of the Act;
(d) that the estimated aggregate cost of pro-
viding the Project and paying the costs
incident to the financing is not less than
the principal amount of the Bonds;
(e) that the payments required to be made by the
Borrower under the Indenture are sufficient
in amount to pay when d�e the principal of,
premium, if any, and interest on the Bonds;
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(f) that the Indenture contains a contractual
antidiscrimination provision which is hereby
expressly approved by the Issuer; and
(g) that all conditions set forth in said Initial
Resolution have been satisfactorily met.
2. Definitions. As used in this Resolution, the
following terms shall have the respective meanings set forth
in this paragraph:
"Chief Municipal Officer" means the City Manager
of the Issuer.
"Bond Amount" means $325,000.
3. Authorization to Borrow and to Lend. The Issuer
shall borrow, but only in the manner herein recited, the sum of
the Bond Amount for the purpose of (i) financing the costs of
providing the Project, (ii) paying the costs of issuing and
selling the Bonds, and (iii) paying such other costs related
thereto as are permitted to be paid with bond proceeds under the
Act. Said borrowing shall be accomplished through the sale of
the Bonds issued pursuant to the Act. The Issuer shall lend the
sum of the Bond Amount to the Borrower pursuant to the terms of
the Indenture, which borrowing shall be evidenced by the Promis-
sory Note and secured by the Mortgage.
4. Designation, Denomination, Tenor and Maturity of
Bonds Created for Issuance. The Bonds shall be issued in the
principal amount of the Bond Amount and shall be designated:
CZTY OF OSHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(ARROWHEAD CONVEYOR CO., INC. PROJECT)
The Bonds shall mature in accordance with the schedule
provided in the table below. The Bonds shall bear interest from
their date at the annual interest rate of 708 of the interest
rate announced from time to time by First Wisconsin National Bank
of Oshkosh, Oshkosh, Wisconsin, as its prime rate, said annual
interest rate to change as and when the prime rate changes;
provided, however, that the interest rate shall not be greater
than 158. Interest shall be calculated on a 365- or 366-day
basis, based on actual days elapsed. Notwithstanding the fore-
going, if and as the maximum marginal tax rate for corporations
established in the Internal Revenue Code of 1954, as amended, is
increased or decreased from the present 468 rate, the interest
rate on the Bonds shall be adjusted to the rate computed by
multiplying the original interest rate on the Bonds by a fraction,
the numerator of which equals one minus the revised maximum
federal tax rate (expressed as a decimal) for corporations and
the denominator of which equals 0.54. This rate adjustment shall
not apply after the Taxable Date (as defined in the Indenture).
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MATURITY TA$LE
Maturity Date principal
July 1 of the Year) Amount
1984 $30,000
1985 35,000
1986 30,000
1987 35,000
19�8 30,000
1989 35,000
1990 30,000
1991 35,000
1992 30,000
�993 35,000
Interest on the Bonds shall be payable semiannually on July 1 and
January 1 of each year commencing January 1, 1984.
The Bonds snall be issuable as fully registered bonds
without coupons in denominations of $5,000 or any integral
multiple thereof, either within a single naturity covered thereby
or Covering one or more ir�aturities. The Bonas and the interest
thereon shall be transferable by and shall be payable to the
registered owners thereof in the nanner and witn the effect
provided in the Indenture. Ti�e principal of, premium, if any,
and interest on the Bonds shall be payable in lawful money of the
United States of America at the principal corporate trust office
of the Trustee, as paying agent, or the office of any snccessor
or additional paying agent designated by the Issuer and approved
by the 8orrower.
The Ronds shall be dated the date of the issuance
and sale of the Bonds to the Purchaser except in the case of
Bonds issued and authenticated after the first interest paynent
date whicn shall be dated in accordance with the provisions
tnerefor provided in the Indenture. The Bonds shall be lettered
with the prefix "12" and numbered consecutively from 1 upwards in
the order of tneir issuance.
The Bonds shall be issued in the respective forms
therefor as set forth in the Inaenture, with such insertions
therein as shall be necessary to comply with the terns of tnis
Resolution and with such corrections therein, if any, as the
approving bond attorney may require for conformity with the
terms of this kesolution, the Indenture, and the Act.
5. Execution and Authentication of Bonds. The Bonds
shall be executed on behalf of the Issuer witn the manual or
facsimile signature of its Chief blunicipal Official, countersigned
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with the manual or facsimile signature of its Clerk and shall
have impressed, imprinted, or otherwise reproduced thereon the
official seal of the Issuer or a facsimile thereof. No Bond
shall be issued unless first authenticated by the Trustee, to be
evidenced by the manual signature of an authorized officer of the
Trustee on each Bond.
6. Designation of Trustee. The Issuer hereby desig-
nates and appoints First Wisconsin National Bank of Oshkosh,
Oshkosh, Wisconsin, to perform the functions of the Trustee, bond
registrar, and paying agent under the Indenture.
7. Bonds as Limited Obligations. The Bonds and
interest thereon shall never be or be considered a general
obligation of the Issuer or an indebtedness of the Issuer within
the meaning of any State constitutional provision or statutory
limitation and shall not constitute or give rise to a pecuniary
liability of the Issuer or a charge against its general credit or
taxing powers.
8. Source of Payment; Pledge of Revenues. The Bonds
shall be limited obligations of the Issuer payable by it solely
from revenues and income derived by or for the account of the
Issuer from or for the account of the Borrower pursuant to the
terms of the Promissory Note, the hb rtgage, the Guaranty Agree-
ment, and the Indent�re; including, without limitation, (i) all
payments by the Borrower on the Promissory Note or pursuant to
the terms in the Indenture, (ii) all cash and securities held
from time to time in the Trust Funds, and the investment earnings
thereon, and (iii) all amounts derived by recourse to the Nb rtgage
or the Guaranty Agreement; but excluding any amounts derived by
the Issuer for its own account pursuant to the terms in the
Indenture.
As security for the payment of the principal of,
premium, if any, and interest on the Bonds, the Issuer shall
pledge and assign to the Trustee all of its right, title and
interest in and to the Promissory Note, the payment obligations
of the Borrower under the Indenture (except for the Issuer's
rights to receive and enforce payment of certain taxes, expenses
and indemnity payments from the Borrower as set forth in the
Indenture), the hb rtgage, and the trust funds held by the Trustee
under the Indenture.
9. Redemption of Bonds Prior to Maturity. The Bonds
shall be subject to redemption prior to maturity as provided in
the Indenture. Notice of any redemption of Bonds prior to stated
maturity shall be given in the manner provided in the Indenture.
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The principal of, premium, if any, and interest on Bonds called
for redemption as aforesaid shall be payable solely from money
held by the Trustee under the Indenture and available therefor,
inc2uding money derived from the Horrower for such purpose
pursuant to the Indent�re.
10. Trust Funds. The following described Trust Funds
shall be created under the Indenture to be held in the custody of
the Trustee and applied for the uses and purposes provided in
the Indenture (summarized below):
(a) Construction Fund. The proceeds from the
sale of the Bonds will be deposited into the
Construction Fund. hb neys in the Construction
Fund will be applied to the payment of
Project costs (including Bond issuance costs}
upon requisition of the Borrower as provided
in the Indenture. After certification by the
Borrower that the Project has been completed
and that certain other conditions have been
satisfied, any remaining balance in the
Construction Fund shall be transferred to the
Surplus Construction Fund. Investment
earnings on the Construction Fund shall be
for the account of the Construction Fund,
(b) Bond Fund. All payments from or for the
account of the Borrower on the Promissory
Note {including prepayment of principal and
premium) shall be deposited into the Bond
Fund, hb neys in the Bond Fund shall be used
for the payment of the principal of, premium,
if any, and interest on the Bonds when due
(whether by stated maturity or call for re-
demption).
(c) Surplus Construction Fund. Surplus moneys
in the Construction Fund shall be trans-
ferred to the Surplus Construction Fund.
These moneys shall be used to redeem out-
standing Bonds in the largest amount possible
at the earliest possible redemption date or
dates given the terms of the Bonds unless
prior to such redemption or redemptions, the
Borrower shall direct that the Surplus
Construction Fund be used to {i) purchase
Br�nds for cancellation or (ii) pay or reim-
burse the Borrower for the cost of depreciable
property necessary or desirable for improving,
enlarging or adding to the Project.
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(d) Taxability Compensation Fund. The Taxability
Compensation Fund shall be funded and used
for the purposes described in the Zndenture
upon the occurrence of a"Final Determination
of Taxability".
11. Investment of Trust Funds. Any moneys held as a
part of the trust funds held by the Trustee under the Indenture
may be invested and reinvested by the Trustee upon request by
the Borrower in "Qualified Investments" as specified in the
Indenture.
12. Determination of Revenue Payment. The amount
necessary in each year to pay the principal of, premiiun, if
any, and interest on the Bonds is the sum of (i) the amount of
principal becoming due in such year in accordance with the table
in paragraph 4 of this Resolution (as reduced from time to time
by reason of prior redemptions and open market purchases of Bonds
in accordance with the Indenture); plus (ii) the principal
amount of Honds to be redeemed in such year in accordance with a
call for redemption made in accordance with paragraph 9 of this
Resolution and the Indenture, plus the premium, if any, payable
with respect thereto; plus (iii) the amount of interest on the
Bonds becoming due in such year in accordance with the interest
rates specified in the table in paragraph 4 of this Resolution.
In expressing the Borrower's obligation to make the
necessary revenue payments, it shall suffice herein and in the
Indenture to state that the Borrower shall be obligated to
pay the Issuer (or the Trustee for the account of the Issuer)�
amounts sufficient to pay when due the principal of, premium, if
any, and interest on the Bonds.
The Indenture contains provisions, adequate in the
judgment of this body, requiring the Borrower to provide for the
maintenance of the Project and the carrying of all proper in-
surance with respect thereto. Consequently, the Borrower need
not be required to pay amounts into any reserve funds for the
retirement of the Bonds or for the maintenance of the Project.
13. Award of Bonds; Execution and Delivery of the
Bond Purchase Agreement. The Borrower has negotiated for the
sale of the Bonds to the Purchaser at a price of 100� of the
principal amount of the Bonds. Given the purposes of the fi-
nancing and the involvement of the Issuer therewith, it is the
determination of this body that the Bonds shall be hereby awarded
to the Purchaser at the price aforesaid with delivery to follow
in the manner, at the time and subject to the conditions set
forth in the Bond Purchase Agreement. As evidence thereof, the
Chief Municipal Official and the Clerk are hereby authorized and
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directed for and in the name of the Issuer to execute, affix with
the official seal of the Issuer and deliver the Bond Purchase
Agreement in the form presented herewith, or with such insertions
therein or corrections thereto as shall be approved by the Chief
Municipal Official and Clerk consistent with this Resolution and
the terms of the Act, their execution thereof to constitute
conclusive evidence of their approval of any such insertions and
corrections.
14. Execution and Delivery of the Indenture• Assignment
of the Promissory Note and the Mortgage. The terms and provisions
of the Promissory Note, the Mortgage, the Guaranty Agreement and
the Indenture are hereby approved. The Chief Municipal Official
and the Clerk are hereby authorized for and in the name of the
Issuer to execute, affix with the official seal of the Issuer,
and deliver the Indenture and the assignments of the Promissory
Note and the hb rtgage in the respective forms thereof presented
herewith, or with such insertions therein or corrections thereto
as shall be approved by the Chief Municipal Official and Clerk
consistent with this Resolution and the terms of the Act, their
execution thereof to constitute conclusive evidence of their
approval of any such insertions and corrections.
15. Execution and Delivery of the Bonds. The Chief
Municipal Official and the Clerk are hereby authorized for and in
the name of the Issuer to execute the Bonds in the manner
authorized by paragraph 5 of this Resolution. Subject to the
terms and conditions of the Bond Purchase Agreement, the Issuer
shall deliver the Bonds to the Purchaser.
16. Genera2 Authori2ations. The Chief Municipal
Official and the Clerk and the appropriate deputies and officials
of the Issuer in accordance with their assigned responsibilities
are hereby each authorized to execute, publish, file, and record
such other documents, instruments, notices (including notice
pursuant to Wis. Stats. §893.77 and Form 6038 of the Internal
Revenue Service), and records and to take such other actions as
shall be necessary or desirable to accomplish the purposes of
this Resolution and to comply with and perform the obligations
of the Issuer under the Bonds and the Indenture.
In the event that the Chief Municipal OfPicial or the
Clerk shall be unable by reason of death, disability, absence, or
vacancy of office to perform in timely fashion any of the duties
specified herein (such as the execution of Bonds, the Bond
Purchase Agreement, the Indenture or the assignments of the
Promissory Note and the Mortgage), such duties shall be performed
by the officer or official succeeding to such duties in accor-
dance with law and the ordinances of the Issuer.
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17. Public Approval. This body, on behalf of the
Issuer, hereby approves of the issue of Bonds for the purposes of
Section 103(k) of the Internal Revenue Code of 1954, as amended.
18. Effective Date; Conformitv. This Resolution shall
be effective immediately upon its passage and approval. 'Ib the
extent that any prior resolutions of this body are incro nsistent
with the provisions hereof, this Resolution shall control and
such prior resolutions shall be deemed amended to such extent
as may be necessary to bring them in conformity with this Reso-
lution.
* * * *
The foregoing resolution of the
City of Oshkosh, Wisconsin, was adopted,
on , 1983.
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City Council of the
approved and recorded
City Manager
Clerk
EXHIBZT A
NOTICE OF PUBLIC HEAkING TO
RESIDENTS OF THE CITY OF OSHKOSH,
WISCONSIN
NOTICE is hereby given that the City Council of the
City of Oshkosh, wisconsin (the "Municipality") will hold a
public hearirig at 7:00 p.m. on July 7, 1983 at the City Hall
regarding the proposed issuance by the Municipality of industrial
development revenue bonds pursuant to Section 66.521, Wisconsin
Statutes, as amended, in a principal amount not exceeding $400,000,
on benalf of Arrowhead Conveyor Co., Inc., a Delaware corporation.
The bonds would finance a building addition for the purpose of
manuLacturing conveyor systems. The project facility is expected
to be located primarily or entirely at 3255 Medalist Drive in the
Municipality. The initial owner of the facility is expected to
be Arrowhead Conveyor Co., Inc.
The public hearing will be conducted in a manner that
provides a reasonable opportunity to be heard for persons with
differiny views on both issuance of the bonds and the location
and nature of the proposed project facility. Any person desir-
ing to be heard on this matter is requested to attend the public
heariny or send a representative. written comments (not exceed-
ing 250 words) to be presented at the hearing may be submitted
to the Clerk.
Comments made at the hearing are for the consideration
of tne City Council of the Piunicipality but do not bind any leyal
action tv be taken by the City Council of the Municipality.
CERTIFICATIOtJS BY CLERK
I, Donna C. Luebke, being first duly sworn, do hereby
depose and certify that I am the duly appointed, qualified and
acting Clerk of the City of Oshkosh, in the County of Winnebago,
State of Wisconsin, and as such I}�ave in my possession, or have
access to, the complete corporate records of said City and of its
City Council; that I have carefully compared the transcript
hereto attached with the aforesaid corporate records; that said
transcript hereto attached zs a true, correct and complete copy
of all the corporate records in relation to the adoption of
Resolution No. entitled:
BOND RESOLUTION AUTHORIZING
$325,000
CITY OF USHKOSH, WISCONSIN
INDUSTRIAL DEVELOPMENT REVENUE BO1�DS
(ARROWHEAD CONVEYOF, CO., INC. PRUJECT)
I do hereby further depose and certify as follows:
1. Said resolution was considered for adoption by the
City Council at a meeting held in the City Hall at 7:00 P.M. on
Juiy 7, 7563. Said meeting was a regular meeting of the City
Council and was held in open session in compliance with Sub-
chapter IV of Chapter 19 of the Wisconsin Statutes.
2. Said resolution was on the agenda for said meeting
and public notice thereof was given not less tnan 24 hours prior
to the commencement of said meeting in compliance with Section
19.84 of the Wisconsin Statutes, including, without limitation,
by posting on the bulletin board in the City Hall, by notice to
tnose news media who have filed a written request for notice of
meetings and by notice to the officia2 newspaper of the City.
3. Said meeting was called to order by Robert E. Pung,
hlayor, who chaired the meeting. Upon roll I noted and recorded
that the following councilmen were present:
and that the following councilmen were absent:
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�• .
I noted and recorded that a quorum was present. Various matters
and business were taken up during the course of the meeting
without intervention of any closed session. One of the matters
taken up was said resolution which was introduced and its adop-
tion was moved by Councilman , and seconded by
Councilman Following discussion and after
all councilmen who desired•to do so had expressed their views
for or against said resolution, the question was called and upon
roll being called and the continued I�resence of a quorum being
noted, the recorded vote was as follows:
Aye:
Nay:
Abstain: _______
Wnereupon the Mayor declared said resolution adopted, and I so
recorded it.
IN WITNESS WHEREOF, I have signed my 5ame and affixed
the seal of the City nereto on this day of July, 1983.
[Seal of Issuer]
Clerk '
STATE OF 4dISCONSIN )
) SS
COUNTY OF WINNEBAGO)
Subscribed and sworn to before me this day, the date
last above written.
Notary Public � "
My commission expires:
(Notarial Seal]
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