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<SEC-DOCUMENT>0001349303-08-000002.txt : 20080422
<SEC-HEADER>0001349303-08-000002.hdr.sgml : 20080422
<ACCEPTANCE-DATETIME>20080422101210
ACCESSION NUMBER:		0001349303-08-000002
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20080422
DATE AS OF CHANGE:		20080422
GROUP MEMBERS:		EVELYN HOLTZMAN
GROUP MEMBERS:		HOLTZMAN FINANCIAL ADVISORS, LLC
GROUP MEMBERS:		HOLTZMAN OPPORTUNITY FUND, LP
GROUP MEMBERS:		JEWELCOR INVESTMENTS, LLC
GROUP MEMBERS:		SEYMOUR HOLTZMAN
GROUP MEMBERS:		SH INDEPENDENCE, LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LAKELAND INDUSTRIES INC
		CENTRAL INDEX KEY:			0000798081
		STANDARD INDUSTRIAL CLASSIFICATION:	ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
		IRS NUMBER:				133115216
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-39049
		FILM NUMBER:		08768403

	BUSINESS ADDRESS:	
		STREET 1:		701-7 KOEHLER AVENUE
		CITY:			RONKONKOMA
		STATE:			NY
		ZIP:			11779
		BUSINESS PHONE:		6319819700

	MAIL ADDRESS:	
		STREET 1:		701- 7 KOEHLER AVENUE
		CITY:			RONKONKOMA
		STATE:			NY
		ZIP:			11779

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HOLTZMAN OPPORTUNITY FUND, L.P.
		CENTRAL INDEX KEY:			0001349303
		IRS NUMBER:				202923350

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		100 N. WILKES BARRE BLVD., 4TH FLOOR
		CITY:			WILKES-BARRE
		STATE:			PA
		ZIP:			18702
		BUSINESS PHONE:		(570) 822-6277

	MAIL ADDRESS:	
		STREET 1:		100 N. WILKES BARRE BLVD., 4TH FLOOR
		CITY:			WILKES-BARRE
		STATE:			PA
		ZIP:			18702
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>lake13d4.txt
<TEXT>
                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13D/A
                                 Amendement (4)



                    Under the Securities Exchange Act of 1934


                           Lakeland Industries, Inc.
                           ---------------------------
                                (Name of Issuer)


                         Common Stock, $.01 Par Value per share
                         ------------------------------------------
                         (Title of Class of Securities)


                                    511795106
                                    ---------
                                 (CUSIP Number)


                                Seymour Holtzman
                         c/o Holtzman Opportunity Fund, L.P.
                            100 N. Wilkes-Barre Blvd.
                        Wilkes-Barre, Pennsylvania 18702
                                 (570) 822-6277
                                 --------------
                     (Name, Address and Telephone Number of
                      Person Authorized to Receive Notices
                               and Communications)


                                 April 18, 2008
                                 ----------------
                      (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: |_|

<PAGE>


* 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/A

CUSIP No. 511795106

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

          Seymour Holtzman

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)
                                                                (b)x

3    SEC USE ONLY

4    SOURCE OF FUNDS*

        PF

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

6    CITIZENSHIP OR PLACE OF ORGANIZATION

        U.S.

               7     SOLE VOTING POWER
                         395,661
NUMBER OF      8     SHARED VOTING POWER
SHARES                    - 0 -
BENEFICIALLY
OWNED BY       9     SOLE DISPOSITIVE POWER
EACH                     395,661
REPORTING
PERSON WITH   10     SHARED DISPOSITIVE POWER
                           -0 -

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          SEE ITEM 5

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



13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.27%

14   TYPE OF REPORTING PERSON*

        IN

                        *SEE INSTRUCTIONS BEFORE FILLING OUT!


                                 SCHEDULE 13D/A

CUSIP No. 511795106

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

     Evelyn Holtzman

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)
                                                                (b)x

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     PF

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

6    CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.

               7     SOLE VOTING POWER
                          - 0 -
NUMBER OF      8     SHARED VOTING POWER
SHARES                    - 0 -
BENEFICIALLY
OWNED BY       9     SOLE DISPOSITIVE POWER
EACH                      - 0 -
REPORTING
PERSON WITH   10     SHARED DISPOSITIVE POWER
                          - 0 -

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        SEE ITEM 5

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

     [X]

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

        SEE ITEM 5

14   TYPE OF REPORTING PERSON*

     IN

                        *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                SCHEDULE 13D/A

CUSIP No. 511795106

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

     Holtzman Opportunity Fund, L.P. 20-2923350

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)
                                                                (b)x

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

     U.S. Nevada

               7     SOLE VOTING POWER
                         302,400
NUMBER OF      8     SHARED VOTING POWER
SHARES                   - 0 -
BENEFICIALLY
OWNED BY       9     SOLE DISPOSITIVE POWER
EACH                     302,400
REPORTING
PERSON WITH   10     SHARED DISPOSITIVE POWER
                         - 0 -

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      SEE ITEM 5

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

     [X]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.55%

14   TYPE OF REPORTING PERSON*

     PN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                     SCHEDULE 13D/A

CUSIP No. 511795106

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

     SH Independence, LLC 20-2923276

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)
                                                                (b)x

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     NA

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

6    CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S. Nevada

               7     SOLE VOTING POWER
                         302,400
NUMBER OF      8     SHARED VOTING POWER
SHARES                   - 0 -
BENEFICIALLY
OWNED BY       9     SOLE DISPOSITIVE POWER
EACH                      302,400
REPORTING
PERSON WITH   10     SHARED DISPOSITIVE POWER
                         - 0 -

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      SEE ITEM 5

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

     [X]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.55%

14   TYPE OF REPORTING PERSON*

     OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                             SCHEDULE 13D/A

CUSIP No. 511795106

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

     Holtzman Financial Advisors, LLC 20-0236486

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)
                                                                (b)x

3    SEC USE ONLY

4    SOURCE OF FUNDS*

     NA

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

6    CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S. Nevada

               7     SOLE VOTING POWER
                         302,400
NUMBER OF      8     SHARED VOTING POWER
SHARES                   - 0 -
BENEFICIALLY
OWNED BY       9     SOLE DISPOSITIVE POWER
EACH                     302,400
REPORTING
PERSON WITH   10     SHARED DISPOSITIVE POWER
                         - 0 -

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      SEE ITEM 5

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

     [X]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.55%

14   TYPE OF REPORTING PERSON*

     OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

This Amendment No. 4 amends and supplements the Schedule 13D, dated
March 9, 2007, as amended (the "Schedule 13D"), filed
with the Securities and Exchange Commission by Seymour Holtzman
and others with respect to the common stock, $.01 par value (the
"Common Stock"), of  Lakeland Industries, Inc. (the "Issuer"). The
address of the principal offices of the Issuer is 701-7 Koehler
Avenue, Ronkonkoma, NY 11779.


Item 4.  Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following information:
On April 18, 2008, the Holtzman Opportunity Fund, L.P. delivered a letter to
the Issuer responding to the Issuer's public statements, a copy of which is
attached as exhibit 1. On April 22, 2008, the Holtzman Opportunity Fund,
L.P. sent a letter to the Issuer notifying Issuer that it was withdrawing
its notice of intent to nominate individuals for election to the Issuer's
Board of Directors at the 2008 Annual Meeting of Stockholders, a copy of
which is attached as exhibit 2. The Reporting Persons do not intend to
nominate anyone to the  Issuer's Board of Directors at the 2008 Annual
Meeting of Stockholders and do not intend to solict proxies with respect
to that meeting.


Item 5. Interest in Securities of the Issuer.

          (a) and (b)  As of April 22, 2008, the Reporting Persons owned
an aggregate of 395,661 shares of Common Stock, representing approximately
7.27% of the outstanding shares of Common Stock based upon the 5,443,800
shares of Common Stock reported by the Issuer to be outstanding as of
April 10, 2008 in its Form 10-K filed with the SEC on April 14, 2008 for
the fiscal year ended January 31, 2008.

As of April 22, 2008, Seymour and Evelyn Holtzman beneficially owned an
aggregate of 93,261 shares of Common Stock, representing approximately
1.71% of the outstanding shares of Common Stock.

As of April 22, 2008, Opportunity beneficially owned an aggregate of
302,400 shares of Common Stock, representing approximately 5.55% of the
outstanding shares of Common Stock. By virtue of the relationships described
under Item 2 of this Schedule 13D, Advisors and Independence may be deemed
to have indirect beneficial ownership of the 302,400 shares of Common Stock
held by Opportunity.

As of April 22, 2008, by virtue of the relationships described under
Item 2 of this Schedule 13D, Seymour Holtzman may be deemed to have indirect
beneficial ownership of the 302,400 shares of Common Stock held by
Opportunity. Seymour Holtzman has sole voting and dispositive power over the
93,261 shares of Common Stock beneficially owned by him and his wife and the
302,400 shares owned by Opportunity. Therefore, Seymour Holtzman may
be deemed to benefically own in the aggregate 395,661 shares of Common Stock,
representing approximately 7.27% of the outstanding shares of Common Stock.




Item  7.  Material to be Filed as Exhibits.

Exhibit 1.  Letter dated April 17, 2008 from Seymour Holtzman of Holtzman
Opportunity Fund, L.P. with (two attachments) delivered to the Issuer on
April 18, 2008.

Exhibit 2. Letter dated April 22, 2008 from Seymour Holtzman of Holtzman
Opportunity Fund, L.P., sent to the Issuer on April 22, 2008.




<PAGE>

                                   SIGNATURES
                                   ----------

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

Dated:  April 22, 2008



                          Holtzman Opportunity Fund, L.P.
                          By: Holtzman Financial Advisors, LLC,
                          its General Partner
                          By: SH Independence, LLC, its Managing Member
                          By: /s/ Seymour Holtzman
                          ----------------------------
                          Name: Seymour Holtzman
                          Title: Managing Member


                          Holtzman Financial Advisors, LLC
                          By: SH Independence, LLC its Managing Member
                          By: /s/ Seymour Holtzman
                          ----------------------------
                          Name:  Seymour Holtzman
                          Title: Managing Member

                          SH Independence, LLC

                          By: /s/ Seymour Holtzman
                          ----------------------------
                          Name:  Seymour Holtzman
                          Title: Managing Member


                          /s/ Seymour Holtzman
                          -------------------------------
                          Seymour Holtzman


                          /s/ Evelyn Holtzman
                          -------------------------------
                          Evelyn Holtzman

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>exhibit1.txt
<TEXT>
Exhibit 1


Holtzman Opportunity Fund, L.P.
100 N. Wilkes Barre Blvd., 4th Floor
Wilkes-Barre, PA 18702
570-822-6277

VIA FEDERAL EXPRESS

April 17, 2008

Christopher J. Ryan
President & Chief Executive Officer
Lakeland Industries, Inc.
701 Koehler Avenue, Suite 7
Ronkonkoma, NY  11779

Dear Chris:

Needless to say, after reviewing your recent press releases, we were
disheartened by your mischaracterization of the discussions that took place
between you, my associate Efrem Gerszberg, and me.

As you know, we had numerous discussions about ways to enhance
shareholder value.  As a matter of fact, we introduced you to an investment
banker and accompanied you to the meeting with the banker.  At that time, you
expressed your appreciation to us for the introduction and our taking the time
to do so.  This was done in an effort to exchange ideas about one of many
strategic opportunities, which you now liken to bullying.

We asked for Board representation, which you refused.  We are
confident that we can help the company, and in an attempt to compromise, we
said we would be willing to settle for observer status, but you denied that
request.  I am truly puzzled as to why that is not acceptable, since observer
status has no right to vote on issues before the Board.

Although you claim to be constructive, management has given little
consideration to our suggestions, as shown by your October 18, 2007 response
to our letter of September 6, 2007, both of which are attached and are in
stark contrast to your recent mischaracterizations.

The fact remains that the current Board's ownership is concentrated in
two directors, neither of which are independent.  Collectively, Holtzman
Opportunity Fund, LP and I own 395,661 shares, which equals approximately
7.27 % of the outstanding common stock of Lakeland.

We have been involved with many companies that have invited large
independent shareholders onto the board.  This is an opportunity for you
to be constructive and avoid a costly contest by granting our reasonable
request for a single seat on the Company's Board of Directors so we can
work together jointly to enhance value for all shareholders of Lakeland.

We have no interest in disrupting or diverting attention from
management's task at hand, which should be enhancing shareholder value.  We
believe the Company would benefit from our assistance, which we again offer
in the spirit of cooperation.

Incidentally, your criticism of my performance at Casual Male Retail
Group, Inc. is very misleading.  When we took over the company, the market
cap was under $18 million, and it was a completely different company than it
is today.  We transformed Casual Male into the leading mens' big and tall
apparel retailer, and the company currently has a market cap of approximately
$180 million.  In addition, George Foreman Enterprises, Inc. is also a
completely different company today than it was when I joined the Board of
Directors.  I have assisted various public companies in enhancing shareholder
value, a recent one being Web.com, Inc.  I just want to set the record
straight.

						Sincerely,


						Seymour Holtzman
SH/jmq
Enclosures



Holtzman Opportunity Fund, L.P.
100 N. Wilkes Barre Blvd., 4th Floor
Wilkes-Barre, PA 18702
570-822-6277


VIA FEDERAL EXPRESS

September 6, 2007

Mr. Chris Ryan
President & Chief Executive Officer
Lakeland Industries, Inc.
701 Koehler Avenue, Suite 7
Ronkonkoma, NY  11779

Dear Mr. Ryan:

The Holtzman Opportunity Fund, L.P. ("Fund") and I own,
collectively, 395,661 shares of common stock of Lakeland
Industries, Inc. (the "Company").  This ownership represents
approximately 7.2% of the common shares outstanding.
I have reviewed the operating and financial results of the
Company for 2006 as well as the first two quarters of 2007.
Although the Company has maintained a dominant position in its
business niche, in my opinion, the financial results have been
extremely disappointing.  This year, the Company's stock price is
down approximately 14% while the NASDAQ is up 7.5%.
Furthermore, by its own admission, the Company's growth
initiatives will take years to be financially meaningful.
While I am disappointed in the results, I continue to believe
that the Company's assets are valuable and under-utilized.  It was
for this reason that I arranged the meeting for you this past May
with a prominent investment banking firm.  At that time, the
investment banker indicated a "takeout value" of $17-$22 per share.
To my knowledge, you have not even had the courtesy to return a
call to the investment banker.  As far as I am concerned, this is
empirical evidence that you do not intend to pursue an alternative
that may substantially increase shareholder value.
I believe that I speak for concerned shareholders when I urge
you to hire an investment banker to explore strategic alternatives.
Unfortunately, I have no faith in the current Board of Directors'
ability to oversee such a process.  Previously, you refused our
request to have a seat on the Board, despite the fact that
collectively, the Fund and I represent one of the largest holdings in
the Company.
Sincerely,

Seymour Holtzman
Fund Manager
SH/jmq


[Lakeland Industries, Inc. letterhead]

October 18, 2007

Seymour Holtzman
Holtzman Opportunity Fund, L.P.
100 North Wilkes Barre Blvd.
Wilkes Barre, PA  18702

Dear Seymour,

I am responding to your letter of September 6, 2007.  In the interim, Steve
Bachelder and I have been trading e-mails with Efrem to get communications
straightened out before I responded.

Lakeland, as you know, is a "microcap" that has historically been thinly
traded.  It has had numerous institutional holders that have a long-term,
value-oriented philosophy and those investors have been well rewarded over
time.

You, on the other hand, would seem to have a rather different philosophy.
In March 2007 you filed a 13-D, in April you asked for a Board seat, and
in May asked us to visit investment bankers whose agenda it turned out
was not too different than what we were already exploring with our own
investment bank and commercial bank for more than a year now, but
seemingly different in the do it immediately approach.  We are looking
to maximize value, not a fire sale.

We appreciate your interest and are happy to hear your ideas.  However,
we have explored (and continue to explore) all of the possibilities
ourselves with our own investment bank who knows our strengths and
weaknesses intimately and who we have worked with for four years now,
but based on the complex relationship we have with DuPont, executing
them as a practical matter is not such an easy proposition.  That being
said, if you have a specific buyer willing to pay $17 to $22 a share,
we would, of course, be interested in exploring further and would be
willing to compensate based on the Lehman formula.

Very truly yours,

/s/  CHRISTOPHER J. RYAN

Christopher J. Ryan



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>exhibit2.txt
<TEXT>




VIA FEDERAL EXPRESS

April 22, 2008

Christopher J. Ryan
President & Chief Executive Officer
Lakeland Industries, Inc.
701 Koehler Avenue, Suite 7
Ronkonkoma, NY  11779

Dear Chris:

Based on the content of your recent correspondence, it appears that
Lakeland Industries, Inc. has already spent a substantial amount of money on
attorneys' fees in connection with the proposed proxy contest.  In my opinion,
these expenses were unnecessary and a needless waste of the Company's
assets.  As we discussed last year, I was willing to accept one non-voting
observer at the Board after the Company rejected my earlier request for Board
representation.  Unfortunately, the Company would not have incurred any of
these expenses if it had agreed to my request for an observer.

As a large shareholder in the Company, my desire for Board
representation was to maximize shareholder value for all shareholders of the
Company.  However, in order to avoid additional expenses by the Company,
Holtzman Opportunity Fund, L.P. is withdrawing its notice of intent to
nominate two individuals for election to the Company's Board of Directors and
I have no intent of nominating anyone for director at the 2008 annual meeting
of stockholders.

I believe the Company would be best served, and I strongly urge you to
appoint one independent and well-respected director to the Board.  I think this
would be viewed by the financial community as taking a positive step.

	Please feel free to call me if you have any questions.

						Sincerely,



						Seymour Holtzman
SH/jmq


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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