SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

---

 

---

 

Item 1.

Item 2.

Item 3.


If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

a.

[ ] Broker or dealer registered under Section 15 of the Act;

b.

[ ] Bank as defined in Section 3(a)(6) of the Act;

c.

[ ] Insurance company as defined in Section 3(a)(19) of the Act;

d.

[ ] Investment company registered under Section 8 of the Investment Company Act of 1940;

e.

[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

---

f.

[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

g.

[X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

h.

[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

i.

[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

j.

[ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

k.

[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

a.

Amount beneficially owned: 0

b.

Percent of class: 0%

c.

Number of shares as to which such person has:

i.

Sole power to vote or to direct the vote: 0

ii.

Shared power to vote or to direct the vote: 0

iii.

Sole power to dispose or to direct the disposition of: 0

iv.

Shared power to dispose or to direct the disposition of: 0

Item 5.


Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ X ].

---

Item 6. Ownership of More than 5 Percent on Behalf of Another Person


Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.


Not applicable.

Item 8. Identification and Classification of Members of the Group


Not applicable.


Item 9. Notice of Dissolution of Group


Not applicable.

Item 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature.


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.