-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950142-00-000186.txt : 20000229
<SEC-HEADER>0000950142-00-000186.hdr.sgml : 20000229
ACCESSION NUMBER:		0000950142-00-000186
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20000228
GROUP MEMBERS:		ASCENT ACQUISITION GROUP, LLC
GROUP MEMBERS:		CONSOLIDATED PRESS INTERNATIONAL HOLDINGS LIMITED
GROUP MEMBERS:		CP INTERNATIONAL MANAGEMENT SERVICES LTD.
GROUP MEMBERS:		DWG ACQUISITION GROUP, L..P.
GROUP MEMBERS:		NELSON PELTZ
GROUP MEMBERS:		PETER W. MAY
GROUP MEMBERS:		TRIARC COMPANIES INC
GROUP MEMBERS:		TRIARC COMPANIES, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ASCENT ENTERTAINMENT GROUP INC
		CENTRAL INDEX KEY:			0001002666
		STANDARD INDUSTRIAL CLASSIFICATION:	CABLE & OTHER PAY TELEVISION SERVICES [4841]
		IRS NUMBER:				521930707
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-51351
		FILM NUMBER:		555052

	BUSINESS ADDRESS:	
		STREET 1:		1225 17TH ST
		STREET 2:		SUITE 1800
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202
		BUSINESS PHONE:		3033087000

	MAIL ADDRESS:	
		STREET 1:		1200 SEVENTEENTH ST
		STREET 2:		SUITE 2800
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	COMSAT ENTERTAINMENT GROUP INC
		DATE OF NAME CHANGE:	19951025

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TRIARC COMPANIES INC
		CENTRAL INDEX KEY:			0000030697
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				380471180
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0103

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		280 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017
		BUSINESS PHONE:		2124513000

	MAIL ADDRESS:	
		STREET 1:		280 PARK AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10017

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DWG CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DWG CIGAR CORP
		DATE OF NAME CHANGE:	19680820

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DEISEL WEMMER GILBERT CORP
		DATE OF NAME CHANGE:	19680820
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<DESCRIPTION>AMENDMENT NO. 3 TO SCHEDULE 13D
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 3)

                        ASCENT ENTERTAINMENT GROUP, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   043628-10-6
                                 (CUSIP Number)


                     Brian Schorr c/o Triarc Companies, Inc.
                                 280 Park Avenue
                            New York, New York 10017
                            Tel. No.: (212) 451-3000
                     (Name, Address and Telephone Number of
                      Person Authorized to Receive Notices
                               and Communications)


                                       N/A
                     (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|

         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).

<PAGE>

CUSIP NO. 043628-10-6                                         Page 2 of 15 Pages
          -----------

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Ascent Acquisition Group, LLC

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (A) [X]
                                                                         (B) [ ]

3         SEC USE ONLY


4         SOURCE OF FUNDS

          OO

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

                            7         SOLE VOTING POWER
           NUMBER OF                  0

            SHARES

       BENEFICIALLY OWNED   8         SHARED VOTING POWER
                                      2,876,700
       BY EACH REPORTING

            PERSON          9         SOLE DISPOSITIVE POWER
                                      0

             WITH
                            10        SHARED DISPOSITIVE POWER
                                      2,876,700


11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,876,700

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          9.7%*

14        TYPE OF REPORTING PERSON

          OO

- ----------
*  Based on the Issuer's Quarterly Report on Form 10-Q for the quarter
   September 30, 1999.

                                  Page 2 of 15

<PAGE>

CUSIP NO. 043628-10-6                                         Page 3 of 15 Pages
          -----------

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Triarc Companies, Inc.

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (A) [X]
                                                                         (B) [ ]

3         SEC USE ONLY


4         SOURCE OF FUNDS

          OO

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

                            7         SOLE VOTING POWER
           NUMBER OF                  0

            SHARES

       BENEFICIALLY OWNED   8         SHARED VOTING POWER
                                      2,876,700
       BY EACH REPORTING

            PERSON          9         SOLE DISPOSITIVE POWER
                                      0

             WITH
                            10        SHARED DISPOSITIVE POWER
                                      2,876,700


11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,876,700

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          9.7%

14        TYPE OF REPORTING PERSON

          CO, HC


                                  Page 3 of 15
<PAGE>

CUSIP NO. 043628-10-6                                         Page 4 of 15 Pages
          -----------

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          CP International Management Services Ltd.

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (A) [X]
                                                                         (B) [ ]

3         SEC USE ONLY


4         SOURCE OF FUNDS

          WC

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Bahamas

                            7         SOLE VOTING POWER
           NUMBER OF                  0

            SHARES

       BENEFICIALLY OWNED   8         SHARED VOTING POWER
                                      2,876,700
       BY EACH REPORTING

            PERSON          9         SOLE DISPOSITIVE POWER
                                      0

             WITH
                            10        SHARED DISPOSITIVE POWER
                                      2,876,700


11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,876,700

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          9.7%

14        TYPE OF REPORTING PERSON

          CO


                                  Page 4 of 15
<PAGE>

CUSIP NO. 043628-10-6                                         Page 5 of 15 Pages
          -----------

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Consolidated Press International Holdings Limited

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (A) [X]
                                                                         (B) [ ]

3         SEC USE ONLY


4         SOURCE OF FUNDS

          N/A

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Bahamas

                            7         SOLE VOTING POWER
           NUMBER OF                  0

            SHARES

       BENEFICIALLY OWNED   8         SHARED VOTING POWER
                                      2,876,700
       BY EACH REPORTING

            PERSON          9         SOLE DISPOSITIVE POWER
                                      0

             WITH
                            10        SHARED DISPOSITIVE POWER
                                      2,876,700


11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,876,700

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          9.7%

14        TYPE OF REPORTING PERSON

          CO, HC


                                  Page 5 of 15
<PAGE>

CUSIP NO. 043628-10-6                                         Page 6 of 15 Pages
          -----------

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Nelson Peltz

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (A) [X]
                                                                         (B) [ ]

3         SEC USE ONLY


4         SOURCE OF FUNDS

          N/A

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          United States

                            7         SOLE VOTING POWER
           NUMBER OF                  0

            SHARES

       BENEFICIALLY OWNED   8         SHARED VOTING POWER
                                      2,876,700
       BY EACH REPORTING

            PERSON          9         SOLE DISPOSITIVE POWER
                                      0

             WITH
                            10        SHARED DISPOSITIVE POWER
                                      2,876,700


11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,876,700

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          9.7%

14        TYPE OF REPORTING PERSON

          IN


                                  Page 6 of 15
<PAGE>

CUSIP NO. 043628-10-6                                         Page 7 of 15 Pages
          -----------

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Peter W. May

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (A) [X]
                                                                         (B) [ ]

3         SEC USE ONLY


4         SOURCE OF FUNDS

          N/A

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          United States

                            7         SOLE VOTING POWER
           NUMBER OF                  0

            SHARES

       BENEFICIALLY OWNED   8         SHARED VOTING POWER
                                      2,876,700
       BY EACH REPORTING

            PERSON          9         SOLE DISPOSITIVE POWER
                                      0

             WITH
                            10        SHARED DISPOSITIVE POWER
                                      2,876,700


11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,876,700

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          9.7%

14        TYPE OF REPORTING PERSON

          IN


                                  Page 7 of 15
<PAGE>

CUSIP NO. 043628-10-6                                         Page 8 of 15 Pages
          -----------

1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          DWG Acquisition Group, L..P.

2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP               (A) [X]
                                                                         (B) [ ]

3         SEC USE ONLY


4         SOURCE OF FUNDS

          N/A

5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                 [ ]

6         CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

                            7         SOLE VOTING POWER
           NUMBER OF                  0

            SHARES

       BENEFICIALLY OWNED   8         SHARED VOTING POWER
                                      2,876,700
       BY EACH REPORTING

            PERSON          9         SOLE DISPOSITIVE POWER
                                      0

             WITH
                            10        SHARED DISPOSITIVE POWER
                                      2,876,700


11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,876,700

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          9.7%

14        TYPE OF REPORTING PERSON

          PN


                                  Page 8 of 15
<PAGE>

                         Amendment No. 3 to Schedule 13D


         This Amendment No. 3 to Schedule 13D is filed by the undersigned to
amend Schedule 13D, filed on November 16, 1998, Amendment No. 1 to Schedule 13D,
filed on January 14, 1999, and Amendment No. 2 to Schedule 13D, filed on June
29, 1999 ("Amendment No. 2"). Unless otherwise indicated, all capitalized terms
shall have the same meaning as provided in Amendment No. 2.

Item 2.  Identity and Background.

         Item 2 is hereby amended by addition of the following:

         (a) The additional names of the persons filing this statement are DWG
Acquisition Group, L.P. ("DWG"), Nelson Peltz and Peter May (Triarc, CP
International, CPIHL, DWG and Messrs. Peltz and May, collectively, the
"Reporting Persons"). Messrs. Peltz and May are the general partners of DWG.

         (b) The business address of each of DWG and Messrs. Peltz and May is
c/o Triarc, 280 Park Avenue, New York, New York 10017.

         (c) The principal business of DWG is to acquire and hold securities of
Triarc. The principal occupation of Mr. Peltz is Chairman and Chief Executive
Officer and Director of Triarc. The principal occupation of Mr. May is President
and Chief Operating Officer and Director of Triarc.

         (f) DWG is organized under the laws of Delaware. Each of Messrs. Peltz
and May are United States Citizens.


Item 5.  Interest in Securities of the Issuer.

         Item 5 is hereby amended and restated in its entirety as follows:

         Group LLC

         (a) Group LLC may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 2,876,700 shares of Common Stock, which
represent 9.7%*/ of the issued and outstanding shares of the class of securities
identified in Item 1. Group LLC directly holds all such shares.


- --------
*    Based on the Issuer's Quarterly Report on Form 10-Q for the quarter ended
     September 30, 1999.


                                  Page 9 of 15
<PAGE>

         (b) Group LLC has shared voting and investment power with DWG, Messrs
Peltz and May, Triarc, CP International and CPIHL with respect to the 2,876,700
shares of Common Stock.

         Triarc

         (a) Triarc may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be the beneficial owner of 2,876,700 shares of Common Stock, which represent
9.7% of the issued and outstanding shares of the class of securities identified
in Item 1. All such shares are directly held by Group LLC, of which Triarc is a
member.

         (b) Triarc has shared voting and investment power with Group LLC, DWG,
Messrs. Peltz and May, CP International and CPIHL with respect to the 2,876,700
shares of Common Stock.

         DWG, Mr. Peltz and Mr. May

         (a) Each of DWG, Mr. Peltz and Mr. May, as the beneficial owners of
approximately 30.2%, 34.9% and 33.5%, respectively, of the outstanding voting
common stock of Triarc, may, pursuant to Rule 13d-3 of the Exchange Act, be
deemed to be the beneficial owner of 2,876,700 shares of Common Stock, which
represent 9.7% of the issued and outstanding shares of the class of securities
identified in Item 1. All such shares are directly held by Group LLC. Each of
DWG, Mr. Peltz and Mr. May disclaim beneficial ownership of such shares.

         (b) DWG and Messrs. Peltz and May have shared voting and investment
power with Group LLC, Triarc, CP International and CPIHL with respect to the
2,876,700 shares of Common Stock.

         CP International and CPIHL

         (a) Each of CP International and CPIHL may, pursuant to Rule 13d-3 of
the Exchange Act, be deemed to be the beneficial owner of 2,876,700 shares of
Common Stock, which represent 9.7% of the issued and outstanding shares of the
class of securities identified in Item 1. All such shares are directly held by
Group LLC, of which CP International is a member.

         (b) CP International and CPIHL have shared voting and investment power
with Group LLC, DWG, Messrs. Peltz and May and Triarc with respect to the
2,876,700 shares of Common Stock.

         Except as set forth herein, to the best knowledge of Group LLC, Triarc,
DWG, Messrs. Peltz and May, CP International and CPIHL, none of the persons
named in Item 2(a) beneficially owns any shares of Common Stock of the Issuer.


                                  Page 10 of 15
<PAGE>

Item 6.  Arrangements, Understandings or Relationships
         with Respect to Securities of the Issuer.

         Item 6 is hereby amended and restated to read in its entirety as
follows:

         In order to share the voting and investment power over the shares of
Common Stock of the Issuer held by the Reporting Persons, Triarc and CP
International formed Group LLC. Each of Triarc and CP International have
contributed 1,391,350 shares of Common Stock of the Issuer to the capital of
Group LLC. Any decision with respect to the voting or disposition of Common
Stock owned by Group LLC requires the approval of both members. Upon the
dissolution of Group LLC the shares of Common Stock held by Group LLC shall be
equally distributed between Triarc and CP International.


Item 7.  Material to be Filed as Exhibits.

         Exhibit 1. Joint Filing Agreement of the Reporting Persons, dated
February 28, 2000.


                                  Page 11 of 15
<PAGE>

                                    Signature

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


Dated: February 28, 2000

                               Ascent Acquisition Group, LLC


                               By:  /s/ Brian L. Schorr
                                    ----------------------------
                                    Name:   Brian L. Schorr
                                    Title:  Manager


                               Triarc Companies, Inc.


                               By:  /s/ Brian L. Schorr
                                    ----------------------------
                                    Name:   Brian L. Schorr
                                    Title:  Executive Vice President and
                                            General Counsel


                               CP International Management Services Ltd.


                               By:  /s/ Peter G. Beer
                                    ----------------------------
                                    Name:   Peter G. Beer
                                    Title:  Executive and Company Director


                               Consolidated Press International Holdings Limited


                               By:  /s/ Peter G. Beer
                                    ----------------------------
                                    Name:   Peter G. Beer
                                    Title:  Alternative Director to John Cherry
                                            and Secretary


                               DWG Acquisition Group, L.P.


                               By:  /s/ Nelson Peltz
                                    ----------------------------
                                    Name:   Nelson Peltz
                                    Title:  General Partner


                                  Page 12 of 15
<PAGE>

                                            /s/ Nelson Peltz
                                            ----------------------------
                                            Nelson Peltz


                                            /s/ Peter May
                                            ----------------------------
                                            Peter May


Exhibits

Exhibit 1 - Joint Filing Agreement


                                  Page 13 of 15
<PAGE>

                                    EXHIBIT 1

                             JOINT FILING AGREEMENT

         We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, do hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.

Dated: February 28, 2000

                               Triarc Companies, Inc.


                               By:  /s/ Brian L. Schorr
                                    -------------------------------
                                    Name:   Brian L. Schorr
                                    Title:  Executive Vice President and
                                            General Counsel


                               CP International Management Services Ltd.


                               By:  /s/ Peter G. Beer
                                    -------------------------------
                                    Name:   Peter G. Beer
                                    Title:  Executive and Company Director


                               Consolidated Press International Holdings Limited


                               By:  /s/ Peter G. Beer
                                    -------------------------------
                                    Name:   Peter G. Beer
                                    Title:  Alternative Director to John Cherry
                                            and Secretary


                               DWG Acquisition Group, L.P.


                               By:  /s/ Nelson Peltz
                                    -------------------------------
                                    Name:   Nelson Peltz
                                    Title:  General Partner


                                    /s/ Nelson Peltz
                                    -------------------------------
                                    Nelson Peltz


                                    /s/ Peter May
                                    -------------------------------
                                    Peter May


                                  Page 14 of 15
<PAGE>


                               Ascent Acquisition Group, LLC


                               By:  /s/ Brian L. Schorr
                                    -------------------------------
                                    Name:   Brian L. Schorr
                                    Title:  Manager


                                  Page 15 of 15
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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