UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
MANDALAY RESORT GROUP
(Name of Issuer)
COMMON STOCK, $.01 2/3 PAR VALUE
(Title of Class of Securities)
562567 10 7
(CUSIP Number)
Michael S. Ensign with a copy to:
Chairman of the Board, Howell J. Reeves, Esq.
Chief Executive Officer and Wolf, Block, Schorr and Solis-Cohen LLP
Chief Operating Officer 1650 Arch Street, 22nd Floor
Mandalay Resort Group Philadelphia, Pennsylvania 19103
3950 Las Vegas Blvd., South (215) 977-2000
Las Vegas, Nevada 89119
(702) 632-6700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 2002
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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).
Schedule 13D
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CUSIP No. 562567 10 7 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON Michael S. Ensign
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS* PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF 7 SOLE VOTING POWER 6,333,333
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER 6,333,333
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,333,333
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
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14 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 4 amends and restates in its entirety the amended and
restated Schedule 13D previously filed by Michael S. Ensign on June 27, 1995, as
the same was most recently amended and restated on December 11, 2001, and
relates to the shares of Common Stock, $.01 2/3 par value per share (the
"Shares"), of Mandalay Resort Group (formerly Circus Circus Enterprises, Inc.),
a Nevada corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 3950 Las Vegas Blvd., South, Las Vegas, Nevada 89119.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Michael S. Ensign (the "Reporting
Person").
(b) The Reporting Person's business address is 3950 Las Vegas Blvd.,
South, Las Vegas, Nevada 89119.
(c) The present principal occupation of the Reporting Person is Chairman
of the Board of Directors, Chief Executive Officer and Chief
Operating Officer of the Issuer. The Issuer is primarily engaged in
the gaming business and its principal executive offices are located
at 3950 Las Vegas Blvd., South, Las Vegas, Nevada 89119.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to
any judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the Agreement and Plan of Merger dated as of March 19, 1995 by and
among the Issuer and M.S.E. Investments, Incorporated, Last Chance Investments,
Incorporated, Goldstrike Investments, Incorporated, Diamond Gold, Inc., Gold
Strike Aviation, Incorporated, Goldstrike Finance Company, Inc., Oasis
Development Company, Inc., the Reporting Person, William A. Richardson, David R.
Belding, Peter A. Simon II and Robert J. Verchota, as amended (the "Merger
Agreement"), the Reporting Person agreed to transfer to certain subsidiaries of
the Issuer his indirect interests in (i) three operating and licensed Nevada
casinos, (ii) two gasoline service stations, holding restricted gaming licenses,
(iii) an Illinois-licensed riverboat gaming facility, and (iv) various
development properties located in Nevada, Indiana/Kentucky, and Mississippi
(collectively, the "Gold Strike Properties"). In return, the Issuer agreed to
issue 6,501,933 Shares, and distribute $4,795,193 in cash, to the Reporting
Person. After the parties to the Merger Agreement obtained the requisite gaming
and other governmental approvals and bank consents, the transactions
contemplated by the Merger Agreement were effected (the "Closing") on June 1,
1995 (the "Closing Date"), resulting in, among other things, the transfer by the
Reporting Person of his indirect interests in the Gold Strike Properties to
certain subsidiaries of the Issuer and the issuance and distribution by the
Issuer of 6,501,933 Shares (the "Original Shares") and $4,795,193 in cash to the
Reporting Person.
The Shares beneficially owned by the Reporting Person as of the date hereof
includes 1,000,000 Shares which the Reporting Person is entitled to purchase at
an exercise price of $13.00 per share by the exercise of an employee stock
option granted by the Issuer on February 9, 1999 (the "February 1999 Option").
The February 1999 Option, which expires on February 9, 2009, became exercisable
as to 333,333 Shares on February 9, 2000 and February 9, 2001, respectively, and
became exercisable as to the remaining 333,334 Shares on February 9, 2002. The
Shares beneficially owned by the Reporting Person as of the date hereof also
include 333,333 Shares which the Reporting Person is entitled to purchase at an
exercise price of $20.20 per share by the exercise of an employee stock option
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granted by the Issuer on March 1, 2001 (the "March 2001 Option"). The March
2001 Option, which expires on March 1, 2011, became exercisable as to 333,333
Shares on March 1, 2002, and becomes exercisable as to 333,333 on March 1, 2003
and to the remaining 333,334 Shares on March 1, 2004. It is the Reporting
Person's present intention to utilize individual funds and/or presently owned
Shares to purchase any Shares he may acquire pursuant to the Options (as defined
in Item 6).
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Original Shares for investment purposes.
Subject to compliance with applicable law, and depending on general market and
economic conditions affecting the Issuer and the Reporting Person's view of the
prospects for the Issuer and other relevant factors, the Reporting Person may
purchase additional Shares, including Shares which may be acquired pursuant to
the Options (as defined in Item 6), or dispose of some or all of his Shares from
time to time in open market transactions, private transactions or otherwise.
The Reporting Person participates in the formulation, determination and
direction of basic business decisions and policies of the Issuer by virtue of
his membership on the Issuer's Board of Directors and his service as an
executive officer of the Issuer. For further discussion of (i) the Merger
Agreement which contains provisions relating to the Reporting Person's initial
and 1997 election to the Issuer's Board of Directors and (ii) the Employment
Agreement (as defined below) which contains provisions relating to the Reporting
Person's employment as an executive officer of the Issuer, see Item 6, below.
Except as set forth herein, the Reporting Person has no present plans or
proposals with respect to any material change in the Issuer's business or
corporate structure or which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(g) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(i) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The 6,333,333 Shares beneficially owned by the Reporting Person
(1,333,333 of which represent Shares the Reporting Person is entitled
to acquire pursuant to the February 1999 Option and March 2001
Option, as described in Item 3) constitute approximately 9.2% of the
total number of Shares outstanding, based on 68,653,583 Shares
outstanding at March 26, 2002.
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(b) The Reporting Person has the sole power to vote or to direct the vote,
and to dispose or to direct the disposition of, the 6,333,333 Shares
beneficially owned by him.
(c) During the period from March 6, 2002 to March 15, 2002, the Reporting
Person sold in brokerage transactions pursuant to Rule 144 under the
Securities Act of 1933, a total of 1,489,700 of the Original Shares
for $44,439,523.25. The sale prices ranged from $29.5004 to $30.4211
per share. Except as set forth herein, the Reporting Person has not
engaged in any transaction during the past 60 days in any securities
of the Issuer.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As described in Item 3, the Merger Agreement sets forth the Reporting Person's
agreement pursuant to which he sold his interests in the Gold Strike Properties
in return for the issuance of the Original Shares, and the distribution of
$4,795,193 in cash, to the Reporting Person on the Closing Date.
In connection with the transactions contemplated by the Merger Agreement, the
Issuer's Bylaws were amended to increase the number of Class III Directors from
two to three. Pursuant to the Merger Agreement, on the Closing Date, the
Reporting Person was elected by the Issuer's Board of Directors to fill the
Class III vacancy resulting from the foregoing amendment to the Bylaws for the
balance of the current term of such class. The Merger Agreement also required
the Issuer, at the end of the Reporting Person's initial term as a member of the
Issuer's Board of Directors, to use its best efforts to cause the Reporting
Person (or another individual designated by the Reporting Person) to be
nominated for election to a full term when the Class III directors next stood
for election in 1997. The Reporting Person was elected by the Issuer's
stockholders to serve a full three-year term on the Issuer's Board of Directors
on June 24, 1997. On June 15, 2000, the Reporting Person was elected by the
Issuer's stockholders to an additional three-year term which expires in 2003.
In connection with the Closing, the Reporting Person also entered into the
following agreements with the Issuer which relate to the management and
securities of the Issuer: Employment Agreement, Standstill Agreement,
Registration Rights Agreement and Agreement Pursuant to Joint Venture Agreement.
Each of which is discussed below.
The Employment Agreement dated as of the Closing Date by and between the
Reporting Person and the Issuer required, among other things, the Issuer to
employ the Reporting Person as an executive officer for a term of three years
subject to automatic renewal unless the Reporting, Person or the Issuer provides
written notice to the contrary. The Employment Agreement, pursuant to which the
Reporting Person has been employed as the Issuer's Chief Executive Officer since
January 16, 1998 and its Chief Operating Officer since June 1, 1995, has
continued in effect since the Closing Date and terminates on May 31, 2002.
The Standstill Agreement dated as of the Closing Date by and among the Issuer
and the Reporting Person, William A. Richardson, David R. Belding, Peter A.
Simon II and Glenn W. Schaeffer (the "Standstill Agreement"), contained a number
of customary "standstill" restrictions, including limitations on the number of
Shares which the Reporting Person could beneficially own. Pursuant to such
restrictions, which terminated on June 1, 2000, the Reporting Person agreed,
among other things and except in certain circumstances, for a five year period
beginning on the Closing Date (i) not to acquire more than 9.9% of the
outstanding equity securities of the Issuer, (ii) not to engage in the
solicitation of proxies and (iii) not to make any acquisition proposal. Pursuant
to a Stipulation of Settlement re Consolidated Class Action and Derivative
Claims dated April 16, 1996, the Issuer agreed to amend the Standstill Agreement
dated as of June 1, 1995 by and between, among others, the Issuer and the
Reporting Person (the "Standstill Agreement"), to clarify certain duties of the
Reporting Person. On September 3, 1996, the Issuer and the Reporting Person
entered into Amendment No. 1 to the Standstill Agreement (the "Amendment"). The
Amendment, which is effective as of April 16, 1996, provides that
notwithstanding anything to the contrary in the
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Standstill Agreement, the Reporting Person must exercise his fiduciary duties in
evaluating and considering any unsolicited offers or proposals for the
acquisition of or merger with, or other proposed change in control of, the
Issuer.
The Registration Rights Agreement dated as of the Closing Date by and among the
Issuer and the Reporting Person, William A. Richardson, David R. Belding, Peter
A. Simon II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony
Korfman, William Ensign and Robert J. Verchota provides the Reporting Person
with certain demand and piggyback registration rights with respect to the Shares
acquired by him pursuant to the Merger Agreement.
The Agreement Pursuant to Joint Venture Agreement dated as of the Closing Date
by and among the Issuer and the Reporting Person, Glenn W. Schaeffer and William
A. Richardson, which has terminated, required the foregoing individuals to
jointly and severally pay to the Issuer liquidated damages upon the occurrence
of certain events relating to (i) the management of a joint venture which is
currently managed by an affiliate of the Issuer and (ii) such individuals'
employment with the Issuer or such individuals' beneficial ownership of the
capital stock of the Issuer.
On February 9, 1999, the Issuer granted to the Reporting Person the February
1999 Option, the terms of which are described in Item 3. On March 1, 2001, the
Issuer granted to the Reporting Person the March 2001 Option, the terms of which
are described in Item 3. On October 2, 2001, the Issuer granted to the Reporting
Person an employee stock option pursuant to which the Reporting Person is
entitled to purchase, at an exercise price of $17.25 per Share, up to 400,000
Shares (the "October 2001 Option" and, collectively with the March 2001 Option
and the February 1999 Option, the "Options"). The October 2001 Option, which
expires on October 1, 2011, becomes exercisable as to all of the 400,000 shares
on October 2, 2002. The Shares the Reporting Person is entitled to purchase
pursuant to October 2001 Option and 666,667 Shares the Reporting Person is
entitled to purchase pursuant to the March 2001 Option have not been included in
the number of Shares reported herein as beneficially owned by the Reporting
Person because, as described, the right to acquire those shares does not become
exercisable for more than 60 days following the date hereof.
The description of the terms of the Merger Agreement, Employment Agreement,
Standstill Agreement, Registration Rights Agreement, Agreement Pursuant to Joint
Venture Agreement and Options set forth herein does not purport to be a complete
statement of the parties' rights and obligations, and is qualified in its
entirety by reference to such agreements, which are set forth as Exhibits 99.1
to 99.10 hereto. Reference is made to such agreements for a complete
description of the terms and provisions thereof and the agreement of the parties
thereunder.
Except as set forth above, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among persons named in Item
2 and between such persons and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the securities
of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees or profits, division of profits of loss, or the giving or
withholding of proxies, or a pledge or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Agreement and Plan of Merger dated as of March 19, 1995 by and among the
Issuer and M.S.E. Investments, Incorporated, Last Chance Investments
Incorporated, Goldstrike Investments Incorporated, Diamond Gold Inc., Gold
Strike Aviation Incorporated, Goldstrike Finance Company, Inc., Oasis
Development Company, Inc., the Reporting Person, William A. Richardson, David R.
Belding, Peter A. Simon II and Robert J. Verchota. (Incorporated by reference to
Exhibit 10(ee) to the Issuer's Annual Report on Form 10-K for the year ended
January 31, 1995.)
99.2 First Amendment to the Agreement and Plan of Merger dated May 30, 1995 by
and among the Issuer and M.S.E. Investments, Incorporated, Last Chance
Investments, Incorporated, Goldstrike Investments, Incorporated, Diamond Gold,
Inc., Gold Strike Aviation, Incorporated Goldstrike Finance Company, Inc., Oasis
Development Company, Inc., the Reporting Person, William A. Richardson, David R.
Belding, Peter A. Simon II and Robert J. Verchota.*
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99.3 Employment Agreement dated as of the Closing Date by and between the
Reporting Person and the Issuer.*
99.4 Standstill Agreement dated as of the Closing Date by and among the Issuer
and the Reporting Person, William A. Richardson, David R. Belding, Peter A.
Simon II and Glenn W. Schaeffer.*
99.5 Registration Rights Agreement dated as of the Closing Date by and among
the Issuer and the Reporting Person, William A. Richardson, David R. Belding,
Peter A. Simon II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo,
Anthony Korfman, William Ensign and Robert J. Verchota.*
99.6 Agreement Pursuant to Joint Venture Agreement dated as of the Closing Date
by and among the Issuer and the Reporting Person, Glenn W. Schaeffer and William
A. Richardson. (Incorporated by reference to Exhibit I to Exhibit 10(ee) to the
Issuer's Annual Report on Form 10-K for the year ended January 31, 1995.)
99.7 Amendment No. 1 to Standstill Agreement, effective as of April 16, 1996,
by and between, among others, the Issuer and the Reporting Person.*
99.8 Option Agreement, dated February 9, 1999, between the Issuer and the
Reporting Person. *
99.9 Option Agreement, dated March 1, 2001, between the Issuer and the
Reporting Person. *
99.10 Option Agreement, dated October 2, 2001, between the Issuer and the
Reporting Person. *
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*Previously filed with this Schedule 13D
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.
Dated: March 28, 2002.
/s/ Michael S. Ensign
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Michael S. Ensign
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EXHIBIT LIST
99.1 Agreement and Plan of Merger dated as of March 19, 1995 by and among the
Issuer and M.S.E. Investments, Incorporated, Last Chance Investments
Incorporated, Goldstrike Investments Incorporated, Diamond Gold Inc., Gold
Strike Aviation Incorporated, Goldstrike Finance Company, Inc., Oasis
Development Company, Inc., the Reporting Person, William A. Richardson, David R.
Belding, Peter A. Simon II and Robert J. Verchota. (Incorporated by reference
to Exhibit 10(ee) to the Issuer's Annual Report on Form 10-K for the year ended
January 31, 1995.)
99.2 First Amendment to the Agreement and Plan of Merger dated May 30, 1995 by
and among the Issuer and M.S.E. Investments, Incorporated, Last Chance
Investments, Incorporated, Goldstrike Investments, Incorporated, Diamond Gold,
Inc., Gold Strike Aviation, Incorporated Goldstrike Finance Company, Inc., Oasis
Development Company, Inc., the Reporting Person, William A. Richardson, David R.
Belding, Peter A. Simon II and Robert J. Verchota.*
99.3 Employment Agreement dated as of the Closing Date by and between the
Reporting Person and the Issuer.*
99.4 Standstill Agreement dated as of the Closing Date by and among the Issuer
and the Reporting Person, William A. Richardson, David R. Belding, Peter A.
Simon II and Glenn W. Schaeffer.*
99.5 Registration Rights Agreement dated as of the Closing Date by and among
the Issuer and the Reporting Person, William A. Richardson, David R. Belding,
Peter A. Simon II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo,
Anthony Korfman, William Ensign and Robert J. Verchota.*
99.6 Agreement Pursuant to Joint Venture Agreement dated as of the Closing
Date by and among the Issuer and the Reporting Person, Glenn W. Schaeffer and
William A. Richardson. (Incorporated by reference to Exhibit I to Exhibit 10(ee)
to the Issuer's Annual Report on Form 10-K for the year ended January 31, 1995.)
99.7 Amendment No. 1 to Standstill Agreement, effective as of April 16, 1996,
by and between, among others, the Issuer and the Reporting Person.*
99.8 Option Agreement, dated February 9, 1999, between the Issuer and the
Reporting Person. *
99.9 Option Agreement, dated March 1, 2001, between the Issuer and the
Reporting Person. *
99.10 Option Agreement, dated October 2, 2001, between the Issuer and the
Reporting Person. *
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*Previously filed with this Schedule 13D
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