The opinion of the court was delivered by: Pisano, District Judge
This is a consolidated class action brought on behalf of all purchasers of common stock of the AremisSoft Corporation ("AremisSoft"). The First Amended and Consolidated Class Action Complaint (the "Complaint") alleges that the Defendants issued false and misleading statements concerning AremisSoft's earnings and streams of revenue during the Class Period, April 22, 1999 through July 27, 2001, inclusive, in violation of Sections 10 and 20(a) of the Securities and Exchange Act of 1934, and Sections 11 and 15 of the Securities Act of 1933. The parties agreed to a settlement (the "Settlement") on or about March 15, 2002.
Currently pending before the Court are unopposed motions to: (1) certify the Class; (2) approve the Settlement; and (3) approve the application for the award of attorneys' fees and reimbursement of expenses (the "Fee Application"). For the reasons set forth below, the Court grants the motion to certify the class, approves the Settlement, and approves the Fee Application. *fn1
This case presents a panoply of complex legal issues resulting in an innovative application of traditional bankruptcy law and principles controlling class action settlement. According to the Complaint, defendants perpetrated a massive fraud by causing AremisSoft to artificially inflate the value of its stock and issue false and misleading public statements that overstated earnings and reported streams of income that did not exist. The Complaint further alleges that AremisSoft insiders sold their holdings at these artificially high prices, and absconded to foreign jurisdictions with hundreds of millions of dollars. The instant lawsuit followed.
As is often the case in securities class actions, AremisSoft could not conduct its ordinary business under the cloud cast by this litigation. Because the Class sought damages far exceeding AremisSoft's assets and projected revenues, bankruptcy appeared inevitable. Had AremisSoft filed for bankruptcy under these circumstances, it would have likely foreclosed any possibility for defrauded investors to obtain redress for their injuries stemming from the alleged fraud. In short, the class action would have only succeeded in destroying a business and insuring that investors received little or no return on their investment in AremisSoft.
However, the attorneys crafted the innovative settlement, at issue in this motion, to avoid such a result. In March 2002, counsel brought before this Court a pre-negotiated Plan of Reorganization (the "Plan"), under Chapter 11 of the Bankruptcy Code, in conjunction with a plan to settle the class action. According to the Plan and Settlement, AremisSoft would transfer all of its assets, consisting mainly of its manufacturing and hospitality software business, to its former subsidiary, SoftBrands, Inc. ("SoftBrands"). Then, upon this Court's certification of the Class, approval of the Settlement and the Plan, SoftBrands would issue SoftBrands common stock to the Class as compensation for its injuries. In return, the Class would release AremisSoft and SoftBrands from all of its claims. In this way, the attorneys hoped to use a traditional Chapter 11 reorganization as a means to compensate injured investors, rather than foreclose them from redress, while allowing the defendant-corporation to continue to pursue profitable business activities.
In addition, the Settlement creates a vehicle through which the Class can further pursue redress for their injuries. The Plan and Settlement form a trust, created primarily for the Class's benefit, that will liquidate AremisSoft's remaining assets and prosecute claims on the Class's behalf against other, third-party defendants. Prosecution of these remaining claims will have two components. First, the trust will continue litigation of claims against third parties within the United States. Second, the trust will endeavor to recover monies that certain Defendants concealed in foreign jurisdictions.
As it does with other settlements, the Court favors the parties' resolution of this case. See In re General Motors Corp. Pick-Up Truck Fuel Tank Litig., 55 F.3d 768, 784 (3d Cir. 1995) (observing that the law favor settlements). The Court is aware that, to some, this collaborative effort between adversaries may smack of collusion. However, the law provides for safeguards against potential collusion by requiring the Court to protect the interest of the class by conducting an independent review as to the reasonableness and fairness of the settlement. See In re Ikon Office Solutions, Inc. Sec. Litig., 194 F.R.D. 166, 174 (E.D. Pa. 2000). As the following analysis shows, the Court is confident that this Settlement is the product of zealous advocacy and arm's-length negotiation. The Court finds support for this confidence from the manner in which attorneys' fees shall be awarded. First, the fact that Plaintiffs' Counsel seek fees in the form of SoftBrands's stock is strong evidence of counsel's common interests with the Class. Second, the absconding Defendants have attempted to hide their illicit profits by scattering them across the globe. This element of international intrigue will make recovery of those funds exceedingly difficult. However, the Settlement closely aligns the pecuniary interests of the Class with that of Plaintiffs' Counsel and the Co-Trustees, ensuring a diligent pursuit of those funds on behalf of the Class. These facts, and others, demonstrate that this innovative settlement, although the result of cooperation by adversaries, meets the stringent requirements of fairness and reasonableness to the Class.
This litigation was commenced on May 24, 2001, with the filing of several class action complaints against AremisSoft Corporation ("AremisSoft" or the "Corporation"), Boys Poyiadjis ("Poyiadjis") and Lycourgos Kyprianou ("Kyprianou"). *fn2 All of these cases were ultimately assigned to this Court.
On or about July 23, 2001, several shareholders filed notices evidencing their intent to move to consolidate the several actions pursuant to Rule 42 of the Federal Rules of Civil Procedure, to be appointed Lead Plaintiffs, and to seek approval of their requested Lead Counsel pursuant to §21D(a)(3)(B) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4, as amended by the Private Securities Litigation Reform Act of 1995 (the "PSLRA").
Before the Lead Plaintiffs' motions were decided, counsel for the respective shareholder movants entered into a joint stipulation dated August 23, 2001, concerning the appointment of Lead Plaintiffs and the approval of Lead Plaintiffs' selection of Lead Counsel, an Executive Committee, and Liaison Counsel.
By court order dated August 27, 2001, the several cases against AremisSoft, Poyiadjis and Kyprianou were consolidated under the caption In re AremisSoft Corporation Securities Litigation, Civil Action No. 01-2486 (JAP). In addition, pursuant to the August 23, 2001 joint stipulation, this Court appointed class members George D. Bjurman & Associates, Ralph DeLuca, Keystone Trading Partners, and Andy Win as Lead Plaintiffs, and approved their selection of Schiffrin & Barroway, LLP as Lead Counsel, Milberg Weiss Bershad Hynes & Lerach LLP and Berger & Montague, P.C. as members of an Executive Committee, and Lite DePalma Greenberg & Rivas, LLC as Liaison Counsel (collectively "Plaintiffs' Counsel") for the putative class.
The First Amended and Consolidated Class Action Complaint (the "Complaint"") was filed on March 15, 2002, on behalf of a proposed class consisting (with certain exclusions) of all persons who purchased or acquired AremisSoft securities on the open market or otherwise between April 22, 1999 through and including July 27, 2001 (the "Class Period") and were damaged thereby (the "Class"). The Defendants named in the Complaint are: AremisSoft, Kyprianou, Poyiadjis, Noel R. Voice, Michael A. Tymvios, M.C. Mathews, and Dr. Paul I. Bloom, all former top executives of AremisSoft; Scott E. Bartel, AremisSoft's outside counsel and de facto operating officer; Kurt Sedlmayer (also known as Kurt Sedlmeyer), a purported independent sales agent for AremisSoft and a director of Spahn & Partners Finanz Consult GMBH; PKF United Kingdom, AremisSoft's independent auditor; Roth Capital Partners, Inc. f/k/a Cruttenden Roth, Inc., the lead underwriter of the AremisSoft's initial public offering; and other underwriters, including, Advest, Inc. C.E. Unterberg, Towbin, Value Investing Partners, BlueStone Capital Partners, L.P., ISG Capital Markets, LLC, John G. Kinnard & Company, Incorporated, Pennsylvania Merchant Group; RM Stark Co., Inc., Trautman, Kramer & Company, Inc., First Security Van Kasper, and H.C. Wainwright & Co., Inc.
Also on March 15, 2002, after months of negotiations toward the possibility of settling this Action, AremisSoft filed a petition for relief under Chapter 11 of the Bankruptcy Code. In connection with that petition (and in furtherance of a main goal of a settlement later entered by counsel for the Company and the Class), AremisSoft transferred all of the manufacturing and hospitality software business formerly held by the Company to its principal operating subsidiary, SoftBrands, Inc. ("SoftBrands"). On March 21, 2002, the parties to the proposed settlement signed a stipulation of settlement as to this Action. *fn3 The proposed Settlement is between the Class and AremisSoft. The Action will remain pending against non-settling defendants, particularly the absconding defendants, and certain third-party defendants named by AremisSoft.
Also on March 21, 2002, AremisSoft and SoftBrands filed a Joint Proposed Plan of Reorganization (the "Plan") and a Disclosure Statement concerning that Plan. The Plan, negotiated with Plaintiffs' Counsel as part of the Settlement, allowed for (I) the issuance of SoftBrands common stock to Class Members and other equity holders of AremisSoft shares; (ii) the cancellation of all existing equity interests in AremisSoft; and (iii) the creation of a Liquidation Trust to allow Class Members to pursue certain causes of action and liquidate certain other assets that AremisSoft currently owns.
The Settlement and Plan provide that the Class will receive the following in settlement and release of their claims against AremisSoft: (I) sixty and one-half percent (60.5%) of the common stock representing the equity and voting rights of SoftBrands (an amount that shall represent no less than fifty percent (50%) of fully-diluted SoftBrands common stock); and (ii) ninety percent (90%) of the Net Trust Recoveries, that is, the amount by which the aggregate amount recovered by the Trust exceeds the aggregate amount of Trust Expenses and Reserves (as each are defined in the Liquidating Trust Agreement attached as Exhibit A to the Plan).
The Settlement and Plan further provide that: (I) beneficial holders of record of AremisSoft common stock on the Distribution Record Date (as defined in the Plan, and including Class Members) shall receive common stock representing thirty-nine and one-half percent (39.5%) of the equity and voting rights of SoftBrands; (ii) executive management and employees of SoftBrands shall receive options that represent twenty-one percent (21%) of the outstanding common stock of SoftBrands on the Effective Date of the Plan; and (C)) SoftBrands shall receive ten percent (10%) of the Net Trust Recoveries. The Settlement and Plan also both provide that AremisSoft shall transfer certain other assets (as set forth in those documents) and all claims it holds to the Trust. Any and all claims arising out of the purchase of AremisSoft securities during the Class Period, which have been, or could be asserted against any other individual or entity will be assigned to, and for the benefit of, the Trust. The net proceeds from all claims transferred to the Trust will be distributed to the beneficial members of the Trust (including Class Members).
The Settlement contains a proposed Plan of Allocation establishing the method by which the Settlement Securities (SoftBrands common stock and Net Trust Recoveries minus approved costs, fees and expenses) will be distributed to Class Members submitting acceptable proofs of claim. The Settlement provides that otherwise eligible Class Members who have not requested exclusion from this Action and who do not submit acceptable proofs of claim will be bound by the Settlement, the assignment of claims, and any Order and Final Judgment of the Court dismissing this Action.
On March 22, 2002, this Court: (I) granted AremisSoft's motion to withdraw the reference of this Action to the Bankruptcy Court (ensuring that this Court would maintain jurisdiction over the entire matter); and (ii) entered a Consent Order granting Lead Plaintiffs limited relief from the protections afforded by the Bankruptcy Code's automatic stay in order to allow AremisSoft and the class action plaintiffs to take the steps necessary to implement the proposed Settlement. On the same day, this Court preliminarily certified the Class and scheduled a fairness hearing to determine the fairness, adequacy and reasonableness of the Settlement.
On May 28, 2002, this Court approved the Company's Disclosure Statement and scheduled a Confirmation Hearing concerning the Plan. The Fairness and Confirmation Hearings were both held on July 1, 2002. The order approving the Plan becomes effective upon the entry of the order which is the subject of this opinion.
III. FACTUAL BACKGROUND *fn4
Prior to 1998, AremisSoft was known as LK Global Information Systems, B.V. ("LK Global"), a Netherlands corporation that Kyprianou founded in 1978. LK Global derived the majority of its revenues from selling healthcare systems in the United Kingdom. In October 1997, LK Global merged into Juno Acquisitions, a Nevada shell company, to gain a U.S. listing, and changed its name to AremisSoft in 1998.
During the Class Period, Poyiadjis and Kyprianou, among others, sold millions of their AremisSoft shares, sometimes through secret transactions. The AremisSoft stock proceeds were routed through a U.S. broker-dealer and Swiss Banks and ultimately deposited in bank accounts in the Isle of Man. Plaintiffs allege that Defendants Kyprianou and Poyiadjis profited immensely from the artificial inflation of AremisSoft's stock prices.
On April 22, 1999, AremisSoft, pursuant to a Form S-1/A registration statement ("Registration Statement") filed with the Securities Exchange Commission ("SEC") and a Form 424B1 final prospectus filed with the SEC on April 23, 1999 (the "Final Prospectus" and together with the Registration Statement, the "Offering Documents"), sold 3.3 million shares of AremisSoft common stock at $5.00 per share in an Initial Public Offering (the "IPO"). Defendants Poyiadjis and Kyprianou, among other AremisSoft directors, signed the Registration Statement.
In the Offering Documents, AremisSoft touted its software development facility in New Dehli, India ("New Dehli Facility"), claiming that the facility provided the Company with "significant organizational efficiencies and cost advantages in software-development and support." The Complaint alleges that those critical representations, among others in the Offering Documents, were false and misleading. The Complaint also alleges that the Offering Documents materially overstated the size and development capacity of the New Dehli Facility, including the number of employees. By way of specific example, the Complaint alleges that the Company's claim, set forth in the Offering Documents, that the New Dehli facility employed 186 persons, (36% of AremisSoft's workforce), was materially overstated.
In addition, the Complaint alleges that the Offering Documents contained other material false and misleading statements concerning AremisSoft's customers. For example, the Offering Documents falsified customers, representing that the Company had 2,000 healthcare software customers, when in reality the Company had fewer than 300 at the time of the Offering. According to the Complaint, the Offering Documents grossly overstated the number of total customers as 5,000 and boasted of a material number of "representative customers" with which AremisSoft had no business at the time of the IPO.
The Complaint also alleges that Plaintiffs and the other Class Members acquired shares of AremisSoft pursuant to the false and misleading Registration Statement and received, or were legally entitled to receive, a copy of the Final Prospectus.
According to the Complaint, subsequent to the IPO and throughout the Class Period, AremisSoft, by and through, among others, Kyprianou and Poyiadjis, materially overstated the consolidated revenue and earnings the Company publicly reported by including fictitious revenues from, among others, the Company's Emerging Markets Group ("EMG"), a wholly owned Cyprus-based subsidiary, and an agreement to automate the nationwide healthcare system of Bulgaria (the "Bulgarian Contract"). In addition, Plaintiffs allege that during the Class Period, the Company materially misrepresented the values of certain acquisitions including, but not limited to, E-nnovations.com, E-ChaRM India Pvt. Ltd., and Denon International Ltd.
On December 16, 1999, AremisSoft issued a press release announcing its acquisition of E-nnovations.com PVT Ltd. ("E-nnovations.com"), a software development company based in India, for a purported $14.5 million in cash. According to a share purchase agreement dated December 17, 1999, signed by Defendant Kyprianou, and attached as an exhibit to a current report on Form 8-K, which the Company filed with the SEC on December 30, 1999, AremisSoft stated that the shareholders of E-nnovations.com were to tender 100% of the outstanding shares of E-nnovations.com to AremisSoft, but falsely stated the purchase price at $14,539,000. The Complaint alleges that the disclosure of the E-nnovations.com deal was a sham, intended to create the illusion that AremisSoft was growing at a rapid pace. The Class maintains that these statements were false because AremisSoft failed to disclose that E-nnovations.com was comprised of a combination of several tiny Indian software development companies that AremisSoft had actually purchased for less than $300,000.
On December 17, 1999, AremisSoft issued a press release announcing "the signing of a $37.5 million agreement to automate the nationwide healthcare system of Bulgaria" (the "Bulgarian Contract"). According to the press release, the Bulgarian Contract was initiated by the National Health Insurance Fund of Bulgaria ("NHIF") and would be "recognized over an 18 to 24 month installation period, beginning in January 2000." The Company again touted the importance of the Bulgarian Contract in a registration statement on Form S-1/A, filed with the SEC on March 15, 2000, and in its annual report on Form 10-K for the year ended December 31, 1999, which was filed with the SEC on March 30, 2000 ("1999 10-K"). The Complaint alleges these documents falsely represented the value of the Bulgarian Contract as $37.5 million.
In addition, the Company stated during a March 28, 2001 conference call with a securities analyst, "The $37.5 million [contract] is the first phase of a two to three hundred million dollar program which is multiple years, and that would be to install the systems you see here in all the different hospitals and pharmacies and labs."
According to the NHIF, itself, AremisSoft dramatically overvalued the Bulgarian Contract. The Bulgarian Contract clearly provides that the Company was to receive 7,078,000 Bulgarian Leva, ( $3,686,000 USD), for completion of the first two phases of a four-phase program - not the $37.5 million the Company disclosed.
AremisSoft failed to disclose to investors that the NHIF would open future phases of the contract to competitive bidding. Paragraph 1.2 of the Bulgarian Contract states that "the parties agree to start negotiations of Application Software - Integrated Information System PHASE 3 and PHASE 4, which negotiation shall be in conformity with the provisions of Law for Public Offers." The NHIF stated that its contract with AremisSoft, including a $255,000 "interim information system," is for no more than a total of $3.94 million, and "the contract obliges AremisSoft to submit a bid if a bidding procedure is announced for Phase 3 and 4 and to offer a price for those phases not higher than 8,400,000 BGL [Bulgarian Leva]."
The Bulgarian Contract did not entitle AremisSoft to payments from the NHIF worth $37.5 million. As was ultimately admitted by the Company in a current report on Form 8-K, filed with the SEC on December 4, 2001, the Company was only awarded the first two phases of the Bulgarian Contract, worth only $3.9 million. By January 1, 2001, the NHIF eliminated even the possibility of AremisSoft's bidding on portions of the project potentially worth $29 million. In a May 17, 2001 press release, the Company attempted to blame any discrepancy on "differences in nomenclature," the language barrier, and unscrupulous short-sellers and reporters.
The Complaint further alleges that, in addition to overstating the value of the Bulgarian Contract, the Company also used it improperly and materially to inflate materially its revenues in fiscal 2000, claiming $7.1 million in revenue relating to the Bulgarian Contract for the fiscal year ended December 31, 2000. Ultimately, once the fraud of the Company was revealed, investors became aware that AremisSoft had received only $1.7 million from the NHIF.
On March 30, 2000, AremisSoft filed its Form 10-K with the SEC for the year ended December 31, 1999 ("1999 10-K"), in which the Company reported revenues of $73,386,000, net income of $13,280,000, and diluted earnings per share of $0.99 for the year ended December 31, 1999. Plaintiffs allege that it was revealed after the end of the Class Period, that at least $38 million of EMG related revenue, or 52% of AremisSoft's fiscal 1999 revenue, was fictitious. The 1999 10-K was signed by Defendants Poyiadjis, Kyprianou, and others.
During 2000, AremisSoft, as it had done in 1999, allegedly continued to overstate its financial results. As would be revealed by the Company on December 4, 2001, AremisSoft reported approximately $90 million in fictitious revenues to the investing public during 2000, thereby overstating the Company's revenues by 73% and inflating its stock price.
According to AremisSoft's December 4, 2001 revelations, during 2000, six purported independent sales agents of AremisSoft products and services - Orimix, Agroservices, Poche & Co. GmbH, Zen Trade, Gravitas, and Con-Imp. -- accounted for $88.5 million of the approximately $90 million in fictitious 2000 revenues in purported sales of the Company's products and services to thirty-seven customers throughout Europe. The Company's current management was only able to contact representatives of two of the purported sales agents, Orimix and Agroservices, which both stated that they did not make any sales for AremisSoft. In fact, Orimix, a Croatian company, is a steel trader, and Agroservices, a company located in Monaco, is a meat supply company. Several purported customers stated that they had not made purchases from any of the sales agents or AremisSoft.
In 2000, the Company allegedly reported approximately $5.4 million in fictitious revenue from the Bulgarian Contract alone. Under the Bulgarian Contract, AremisSoft reported an additional $1-2 million in the first quarter of 2001, ended March 31, 2001, which Plaintiffs allege was also fictitious.
On May 17, 2001, articles in the New York Times and TheStreet.com raised questions concerning the true value of the Company's Bulgarian Contract, stating that, contrary to the Company's December 17, 1999 announcement and subsequent public representations reiterating its $37.5 million value, the Bulgarian Contract had a guaranteed value of less than $4 million. Following the publication of these articles, trading in AremisSoft stock was halted on May 17, 2001, before the opening of trading on the Nasdaq stock market ("Nasdaq"), pending a statement from the Company regarding the Bulgarian Contract.
On May 17, 2001, AremisSoft issued a press release attempting to blame any public confusion concerning the value of the Bulgarian Contract on "a difference in nomenclature that was used by various parties to describe the contract." The press release also blamed short sellers and misinformed reporters for disseminating inaccurate and misleading information about AremisSoft and the Bulgarian Contract. The May 17, 2001 press release further misstated that, under the Bulgarian Contract, the Company had received, at that date, total payments from the NHIF in excess of $7 million.
On May 18, 2001, when trading in AremisSoft resumed, the price of its common stock fell $1.30 per share, or 9.8%, to close at $11.98 per share on volume of more than 9.5 million shares.
On July 24, 2001, the Company issued a press release stating that it had been delayed in the preparation of its financial results for the 2001 second quarter ended June 30, 2001 as a result of "numerous acquisitions and the increasing complexity and geographical diversity of the business." Thereafter, on Friday, July 27, 2001, the last day of the Class Period and the last day AremisSoft traded on Nasdaq, the Company's stock closed at $11.19 per share.
On Monday, July 30, 2001, Nasdaq halted trading in AremisSoft for "news pending." On July 31, 2001, Nasdaq announced that the trading halt status had been changed to "additional information requested" from AremisSoft. Also on July 31, 2001, AremisSoft announced for the first time that the Company was cooperating with an SEC investigation into, among other things, the Bulgarian Contract. The Company announced that it had engaged independent auditors PKF, formerly known as Pannell Kerr Forster, to conduct a special review of the payments AremisSoft received in connection with the Bulgarian Contract. (PKF later advised AremisSoft that it was only able to confirm the Company's receipt of $1.7 million from the NHIF.) The Company further announced the resignation of Defendant Kyprianou as Chairman and Co-Chief Executive Officer ("CEO") and the resignation of Defendant Tymvios as Chief Financial Officer ("CFO").
On August 14, 2001, the Company announced the resignations of other senior AremisSoft officers including the President of the EMG, the Senior Vice President of India Software Development Facilities, and key controllers of the Company's India-based corporate accounting group.
On August 30, 2001, after a month-long trading halt, AremisSoft was delisted from Nasdaq. That same day, shares of AremisSoft began trading on the "Pink Sheets," and immediately fell from $11.19 per share, the closing price on Friday, July 27, 2001, to $1 per share with 16.5 million shares changing hands.
According to the class allegations, the Company failed fully to reveal the extent of its misrepresentations and fraudulent scheme until after the Class Period. On December 4, 2001, in a Form 8-K filed with the SEC, the Company admitted, inter alia, that it had been awarded only the first two phases of the Bulgarian Contract, worth $3.9 million, and that it was still able to substantiate only $1.7 million of the $7.1 million in revenue reported by the Company on the Bulgarian Contract in 2000. The Company also disclosed that it was unable to substantiate approximately $90 million of consolidated revenue reported by the EMG unit in 2000 or the expenses associated with EMG. Additionally, the Company disclosed that certain of its acquisitions were recorded at values "not substantiated by information developed in the [Company's internal] investigation."
Currently before the Court are motions to approve the Settlement, certify the Class, and approve the Fee Application. "The law favors settlement, particularly in class actions and other complex cases where substantial judicial resources can be conserved by avoiding formal litigation." In re General. Motors Corp. Pick-Up Truck Fuel Tank Litig., 55 F.3d 768, 784 (3d Cir.1995) (hereinafter "In re Gen. Motors Corp."). Nonetheless, the court has an obligation to protect class members' interests. See "In re Ikon Office Solutions, Inc. Sec. Litig., 194 F.R.D. 166, 174 (E.D. Pa. 2000) (hereinafter In re Ikon"). Before approving a settlement, the court must examine whether the parties issued adequate notice to prospective class members. See id.; Fed. R. Civ. P. 23(c)(2). The court must also properly certify a class under Federal Rules of Civil Procedure 23(a) and (b)(3). See In re Gen. Motors Corp., 55 F.3d at 794-97; In re Prudential Ins. Co. of Am. Sales Practices Litig., 148 F.3d 283, 307-09 (3d Cir. 1998) (hereinafter "In re Prudential"). Finally, the court must decide whether the proposed settlement itself is fair to settling parties and relevant third parties. See Fed. R. Civ. P. 23(e). Although the court may ...