Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 31 147K
Ownership
2: EX-21 Subsidiaries of the Registrant 13 42K
3: EX-22 Published Report Regarding Matters Submitted to a 13 42K
Vote of Security Holders
4: EX-23 Consent of Experts or Counsel 13 42K
5: EX-24 Power of Attorney 20 57K
6: EX-25 Statement re: Eligibility of Trustee 2 10K
7: EX-26 Invitation for Competitive Bids 2 10K
Exhibit 21
STOCK PURCHASE AND REGISTRATION AGREEMENT
THIS STOCK PURCHASE AND REGISTRATION AGREEMENT (this "Agreement") is
entered into as of July 8, 2005, between GE Capital Equity Investments, Inc., a
Delaware corporation ("Seller"), and Janus Investment Fund, a Massachusetts
business trust, on behalf of its series Janus Venture Fund ("Purchaser").
WHEREAS, Seller is the beneficial owner of shares of common stock,
par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a
Minnesota corporation (the "Company"); and
WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to
purchase from Seller, 1,704,932 shares of Common Stock (as may be adjusted
equitably to reflect any stock dividends, recapitalizations, stock splits or
similar transactions, the "Shares") on the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
Sale and Purchase of Shares
1.1 Sale and Purchase of Shares. At Closing (as defined below)
and on the terms set forth herein, Seller shall sell and deliver to Purchaser,
and Purchaser shall purchase and accept from Seller, all right, title, and
interest of Seller in and to the Shares, free and clear of all mortgages, liens,
pledges, security interests, charges, restrictions, and other encumbrances
("Liens"). The closing of the purchase and sale of the Shares shall take place
on the earlier of (i) the second business day following the day on which the
Registration Statement (as defined in Section 4.2 below) is declared effective
by the Securities and Exchange Commission (the "SEC") and (ii) September 15,
2005 (each such date referred to as the "Closing Date") at the offices of the
Seller in New York City ("Closing").
1.2 Purchase Price. At Closing, Purchaser shall pay to Seller an
aggregate amount equal to $18,754,252 for the Shares (the "Purchase Price") by
wire transfer of immediately available funds to a bank account designated in
writing by Seller.
1.3 Deliveries. At Closing, (i) Seller shall deliver to
Purchaser the certificate or certificates evidencing the Shares, together with a
stock power or stock powers in the form of EXHIBIT A duly executed by Seller;
and (ii) Purchaser shall deliver to Seller, the Purchase Price in accordance
with Section 1.2.
ARTICLE II
Representations and Warranties of Seller
Seller hereby represents and warrants to Purchaser as of the date
hereof and as of the Closing Date as follows:
2.1 Organization. Seller is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware.
2.2 Authorization. Seller has the requisite corporate power to
execute and deliver this Agreement and to perform the transactions contemplated
hereby to be performed by it. The execution and delivery by Seller of this
Agreement and the performance by it of the transactions contemplated hereby to
be performed by it have been duly authorized by all necessary corporate action
on the part of Seller. This Agreement has been duly executed and delivered by
the duly authorized officer of Seller and, assuming the due execution and
delivery of this Agreement by Purchaser, constitutes a valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
2.3 Consents and Approvals. Except as set forth in Article IV,
and filings that may be required under Section 13(d) or Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), no consent,
approval, waiver, order, or authorization of, or registration, declaration, or
filing with, or notice to, any federal, state, or foreign court or governmental
agency, authority, or body or any instrumentality or political subdivision
thereof ("Governmental Entity") or any other person or entity is required to be
obtained or made by Seller in connection with the execution and delivery of this
Agreement by Seller, the performance by Seller of the transactions contemplated
hereby to be performed by it, or the consummation of the transactions
contemplated hereby.
2.4 No Conflicts. The execution and delivery of this Agreement
does not, and neither the performance by Seller of the transactions contemplated
hereby to be performed by it, nor the consummation of the transactions
contemplated hereby, will, (i) conflict with the certificate of incorporation or
bylaws of Seller, (ii) conflict with, result in any violation of, or constitute
a default under any agreement to which Seller is a party, (iii) violate any
order, judgment, decree, writ, or injunction ("Order") of any Governmental
Entity applicable to Seller, or (iv) violate any domestic or foreign law,
statute, rule, or regulation ("Law") applicable to Seller.
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2.5 Title to Shares. Seller has good and valid title to the
Shares. Seller is the record and beneficial owner of the Shares, free and clear
of all Liens except as set forth in a Shareholder Agreement, dated April 15,
1999, among NBC Universal, Inc. the Seller and the Company (the "Shareholders
Agreement") (which agreement will not bind Purchaser). The delivery by Seller to
Purchaser of the certificate or certificates representing the Shares in
accordance with this Agreement will vest Purchaser with good and valid title to
the Shares, free and clear of all Liens.
2.6 Exempt from Registration. Based in part on the
representations of Purchaser contained in Section 3.5 and 3.6 of this Agreement,
the sale of the Shares hereunder is exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act").
2.7 Information. In the course of discussions relating to this
Agreement and the transaction contemplated hereby, Seller has not conveyed to
Purchaser any material non-public information in respect of the Company and/or
the Company's business, operations, pending transactions, financial condition,
results of operations, or prospects (collectively, "Non-Public Information").
ARTICLE III
Representations and Warranties of Purchaser
Purchaser hereby represents and warrants to Seller as of the date
hereof and as of the Closing Date as follows:
3.1 Organization. Purchaser is an organization of the type
referred to in the first paragraph of this Agreement and is duly organized,
validly existing, and in good standing under the applicable laws of the
jurisdictions specified.
3.2 Authorization. Purchaser has the requisite power to execute
and deliver this Agreement and to perform the transactions contemplated hereby
to be performed by it. The execution and delivery by Purchaser of this Agreement
and the performance by it of the transactions contemplated hereby to be
performed by it have been duly authorized by all necessary action on the part of
Purchaser. This Agreement has been duly executed and delivered by a duly
authorized officer of Purchaser and, assuming the due execution and delivery of
this Agreement by Seller, constitutes a valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
3.3 Consents and Approvals. No consent, approval, waiver, order,
or authorization of, or registration, declaration, or filing with, or notice to,
any Governmental Entity is required to be obtained or made by Purchaser in
connection with the execution and delivery of this Agreement by Purchaser, the
performance by Purchaser of the transactions contemplated hereby to be performed
by it, or the consummation of the transactions contemplated hereby, except for
any filings that may be required under Section 13 of the Exchange Act.
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3.4 No Conflicts. The execution and delivery of this Agreement
does not, and neither the performance by Purchaser of the transactions
contemplated hereby to be performed by it, nor the consummation of the
transactions contemplated hereby, will, (i) conflict with the organizational
documents of Purchaser, (ii) conflict with, result in any violation of, or
constitute a default under any agreement to which Purchaser is a party, or (iii)
violate any Order of any Governmental Entity or any Law applicable to Purchaser.
3.5 Securities Law Matters. Purchaser understands and
acknowledges that as of the date hereof the Shares have not been registered
under the Securities Act, or the securities laws of any state or foreign
jurisdiction, and, unless so registered, may not be offered, sold, transferred,
or otherwise disposed of except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and any applicable securities laws of any state or foreign jurisdiction.
Purchaser acknowledges that appropriate legends restricting the transfer of the
Shares as aforesaid shall be placed on the stock certificates representing such
Shares. Purchaser is an "accredited investor" (as defined in Rule 501(a) of
Regulation D under the Securities Act). Purchaser (i) has knowledge and
experience in financial and business matters such that it is capable of
evaluating the merits and risks of purchasing the Shares, and (ii) is able to
bear the economic risk of an investment in the Shares for an indefinite period,
including the risk of a complete loss of any such investment. The Shares were
not offered to Purchaser in any form of general solicitation or general
advertisement and Purchaser (i) is acquiring the Shares for investment for its
own account, and not with a view to, or for sale in connection with, any
distribution thereof, (ii) does not have any agreement or understanding, whether
or not legally binding, with any other person or entity, to sell, pledge, engage
in short sales or other hedging transactions, transfer, or otherwise distribute
or dispose of the Shares or any interest therein; provided, however, that by
making the representations herein, Purchaser does not agree to hold any of the
shares for any minimum or specific term and reserves the right to offer and
dispose of the Shares at any time in accordance with, or pursuant to, an
effective registration statement or an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or otherwise in
compliance with applicable securities laws. Purchaser understands and
acknowledges that Seller may be deemed an "affiliate" of the Company (as defined
in Rule 144(a)(1) under the Securities Act).
3.6 Investigation. Purchaser believes that it has received all
the information it considers necessary or appropriate for deciding whether to
purchase the Shares. Purchaser further represents that it has had an opportunity
to ask questions and receive answers from officers and other personnel of the
Company regarding the Company, its business and financial condition. Purchaser
acknowledges that (i) it is a sophisticated financial institution engaged in the
business of assessing and assuming investment risks in respect of securities,
including securities such as the Shares and is hereby voluntarily assuming the
risks relating to the transactions contemplated hereby, (ii) it is fully
satisfied with the Purchase Price it is paying hereunder to Seller for the
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Shares, (iii) Seller may in the future enter into discussions with holders of
the Company's Common Stock regarding the sale of all or a portion of its other
shares of the Company's Common Stock for consideration greater or lesser than or
different from the Purchase Price, and/or on terms and conditions different from
the terms and conditions set forth herein, (iv) Seller is consummating this
transaction with Purchaser in reliance on Purchaser's acknowledgements and
representations contained in this Agreement and with Purchaser's understanding
and agreement that Seller is privy to Non-Public Information that may be
material to a reasonable investor, such as Purchaser, and has not been provided
to Purchaser by Seller or the Company, (v) Seller is under no duty or other
obligation to disclose any Non-Public Information to Purchaser, and (vi) as of
the date hereof, the Company has neither publicly announced its financial
results for any period after April 30, 2005 nor filed any report for such
period. Purchaser hereby waives and releases to the fullest extent permitted by
applicable law any claim or potential claim it has or may have against Seller,
the Company or their respective officers, directors, stockholders, partners,
affiliates, successors, and assigns, relating to any such person's possession of
Non-Public Information.
ARTICLE IV
Covenants of the Company
4.1 Stock Certificate Legend. Promptly following the Closing,
the Company agrees to provide Purchaser with stock certificates representing the
Shares such that the appropriate legends restricting the transfer of the Shares
shall not reference the Shareholders Agreement. The Company shall take all
reasonable action necessary (including providing appropriate opinions of counsel
to its transfer agent, if necessary) to remove such legends with respect to
Shares being sold by Purchaser pursuant to the Registration Statement.
4.2 Registration Statement. The Company hereby agrees that it
shall prepare and file with the SEC as soon as practicable but in no event more
than 21 business days following the date hereof, a registration statement on
Form S-3 (or such other form as is available for the registration of the Shares
if the Company does not meet the requirements for the use of Form S-3) (the
"Registration Statement"), listing Purchaser as a selling stockholder therein,
to enable the resale of the Shares by Purchaser from time to time and use all
commercially reasonable efforts to cause such Registration Statement to be
declared effective as promptly as possible after filing and to remain
continuously effective until the earlier of (1) the second anniversary of the
effective date of the Registration Statement, (2) the date on which all Shares
purchased by Purchaser pursuant to this Agreement have been sold thereunder or
(3) the date on which the Shares can be sold by holders thereof pursuant to Rule
144(k) promulgated under the Securities Act (the "Registration Period"). Before
filing the Registration Statement, or any amendment or supplement thereto, the
Company shall furnish to Purchaser copies of all such documents proposed to be
filed, which documents will be subject to review of Purchaser, and the Company
will not file any such documents to which Purchaser shall reasonably object in
writing within three (3) business days of receipt of such document. The
Registration Statement shall register, pursuant to Rule 416(a) under the
Securities Act, the Shares and any additional shares of Common Stock of the
Company resulting from stock splits, stock dividends, or similar transactions
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with respect to the Shares. If the Company receives notification from the SEC
that the Registration Statement will be subject to no action or review from the
SEC, then the Company will use its commercially reasonable efforts to cause the
Registration Statement to become effective within five (5) business days after
such SEC notification. In the event that, following the date hereof and prior to
the end of the Registration Period, the Company does not meet the requirements
for the use of Form S-3, the Company shall use such other form as is available
for the registration of the Shares and shall convert such other form into Form
S-3, or file a replacement registration statement on Form S-3, promptly after
the first date on which it meets such requirements. The covenants of the Company
pursuant to this Section 4 shall survive the Closing.
4.3 Registration Procedures and Indemnification. The Company and
Purchaser hereby agree that (i) the registration procedures relating and
applicable to the Registration Statement shall be governed by Sections 5(b)
through Section 5(q), the last two paragraphs of Section 5, and Section 6 of the
Registration Rights Agreement, dated April 15, 1999 (the "Registration Rights
Agreement"), by and among the Company, NBC Universal, Inc. and Seller, which
sections are hereby incorporated herein by reference, provided that: (A) to the
extent of any inconsistency between this Agreement and the Registration Rights
Agreement, this Agreement shall control and (B) the aggregate number of days to
which Purchaser shall be subject to Black-Out (as defined in the Registration
Rights Agreement) shall not exceed ninety (90) days during any period of 12
consecutive months, and (ii) the Company will indemnify Purchaser and Purchaser
will indemnify the Company for matters relating to, or arising out of, the
Registration Statement as set forth in the Registration Rights Agreement and
that the mutual indemnification obligations of the Company and Purchaser
relating to, or arising out of, the Registration Statement shall be governed by
Section 7 of the Registration Rights Agreement, which section is hereby
incorporated herein by reference, except with regard to the limitation on the
Company's liability included in Section 7(a) based on a Holder's failure to
deliver a prospectus, which shall be incorporated by reference herein, only to
the extent such Holder is subject to prospectus delivery requirement under
applicable securities laws. For purposes of this Section 4.3, the term "Holder"
(as defined in the Registration Rights Agreement) shall be deemed to refer to
Purchaser, the term "Registrable Securities" (as defined in the Registration
Rights Agreement) shall be deemed to refer to the Shares and the term
"Registration Statement" shall be deemed to refer to the Registration Statement
(as defined in Section 4.2 hereof) to be filed pursuant to the provisions of
this Agreement.
4.4 Information. In the course of discussions relating to this
Agreement and the transactions contemplated hereby, the Company has not conveyed
and will not convey to Purchaser any Non-Public Information.
4.5 Reports Under the Exchange Act. With a view to making
available to Purchaser the benefits of Rule 144 promulgated under the Securities
Act and any other rule or regulation of the SEC that may at any time permit
Purchaser to sell securities of the Company to the public without registration,
the Company agrees to use its commercially reasonable efforts to:
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(a) make available and keep current public information, within the
meaning of Rule 144, at all times at which it is subject to the reporting
requirement of the Exchange Act.
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act.
ARTICLE V
Securities Laws Compliance
Purchaser shall not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any Common Stock of the Company, nor will
Purchaser engage in, or permit any party on behalf of Purchaser or for the
benefit of Purchaser to engage in, any short sale or other hedging transaction
that results, or may result, in a disposition of any of the Shares by Purchaser,
except pursuant to an effective registration statement under the Securities Act
or an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and any applicable securities laws of any
state or foreign jurisdiction or otherwise in compliance with applicable
securities laws.
ARTICLE VI
Miscellaneous
6.1 Binding Effect. Except as otherwise expressly provided
herein, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
6.2 Counterparts. This Agreement may be executed in multiple
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
6.3 Entire Agreement: Survival; Indemnity. This Agreement
(including the Exhibits attached hereto) constitutes the entire agreement of the
parties hereto in respect of the subject matter hereof, and supersedes all prior
agreements or understandings between the parties hereto in respect of the
subject matter hereof. The representations and warranties of the parties will
survive the Closing. Seller and Purchaser will each indemnify the other against
any loss, liability or expense arising out of any material breach of any of its
representations and warranties in this Agreement, provided that total liability
under this indemnity will not exceed the Purchase Price. A party intending to
make a claim under this indemnity will provide the other party with prompt
notice of its claim and, to the extent possible, the opportunity to defend and
dispose of the claim.
6.4 Expenses. Except as otherwise expressly provided in this
Agreement, each of Seller and Purchaser shall bear all of the expenses
(including fees and disbursements of its counsel) incurred by or on behalf of it
in connection with the preparation, negotiation, execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated hereby.
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6.5 Further Assurances. Each party hereto shall execute and
deliver all such further and additional instruments and agreements and shall
take such further and additional actions, as may be reasonably requested by the
other party in order to evidence or carry out the provisions of this Agreement
or to consummate the transactions contemplated hereby.
6.6 Governing Law. This Agreement shall be enforced, governed,
and construed in all respects in accordance with the laws of the State of New
York applicable to contracts made and performed in such State.
6.7 Jurisdiction; Venue. Any action, suit, or proceeding seeking
to enforce any provision of, or based on any matter arising out of or relating
to, this Agreement or the transactions contemplated hereby can be brought
exclusively in federal court sitting in the Southern District of New York or, if
such court does not have jurisdiction, any district court sitting in the Borough
of Manhattan, the County of New York, New York, and each of the parties hereto
hereby consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such action, suit, or proceeding
and irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such action, suit, or proceeding in any such court or that any such action,
suit, or proceeding that is brought in any such court has been brought in an
inconvenient forum.
6.8 Notices. Any notice, request, demand, or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if sent by hand delivery, mail (first class,
certified mail, postage prepaid), facsimile, or overnight courier if to any
party hereto, at the address or facsimile number set forth below such party's
name on the signature pages hereto or to such other address or facsimile number
as such party shall have last designated by notice to the other parties hereto
in accordance with this Section. Notices sent by hand delivery shall be deemed
to have been given when received or delivery is refused; notices mailed in
accordance with this Section shall be deemed to have been given three days after
the date so mailed; notices sent by facsimile shall be deemed to have been given
when electronically confirmed; and notices sent by overnight courier shall be
deemed to have been given on the next business day after the date so sent.
6.9 Severability. If any provision of this Agreement or the
application of such provision to any person or circumstance shall be held by a
court of competent jurisdiction to be invalid, illegal, or unenforceable under
the applicable law of any jurisdiction, (i) the remainder of this Agreement or
the application of such provision to other persons or circumstances or in other
jurisdictions shall not be affected thereby, and (ii) such invalid, illegal, or
unenforceable provision shall not affect the validity or enforceability of any
other provision of this Agreement.
6.10 No Third-Party Beneficiaries. Nothing express or implied in
this Agreement, is intended or shall be construed to confer upon or give any
person other than the parties hereto and their respective successors and
permitted assigns any right, benefit, or remedy under or by reason of this
Agreement.
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6.11 WAIVER OF TRIAL BY JURY. TO THE MAXIMUM EXTENT NOT
PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO, HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVES ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY ACTION, SUIT, OR PROCEEDING, DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.12 Independent Nature of Obligations. The obligations of
Purchaser under this Agreement or any document ancillary hereto (collectively,
the "Transaction Documents") are several and not joint with the obligations of
any other purchaser of Seller's Common Stock, and Purchaser shall not be
responsible in any way for the performance of the obligations of any other
purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by Purchaser or any other
purchaser of Seller's Common Stock pursuant hereto or thereto, shall be deemed
to constitute the Purchaser and such other purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that Purchaser and such other purchasers are in any way acting in
concert or as a group with respect to such obligations or the transactions
contemplated by the Transaction Documents. Purchaser confirms that it has
independently participated in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors. Purchaser shall be
entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of any other
Transaction Documents, and it shall not be necessary for any other purchaser to
be joined as an additional party in any proceeding for such purpose.
* * * * *
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first above written.
SELLER:
GE CAPITAL EQUITY INVESTMENTS, INC.
By: /s/ Ronald J. Herman, Jr.
------------------------------------
Name: Ronald J. Herman, Jr.
Title: President
Address: 120 Long Ridge Road
Stamford, CT 06927
Facsimile No.: (203) 357-6527
Attention: General Counsel
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PURCHASER:
Janus Investment Fund on behalf of its
series Janus Venture Fund
By: /s/ William Bales
------------------------------------
Name: William Bales
Title: Portfolio Manager
Address: 151 Detroit Street
Denver, CO 80206
Facsimile No.: (303) 394-7714
Attention: William Bales
Kelly Hagg
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We hereby (i) consent to the transactions contemplated by this
Agreement and agree in consideration of the benefits that will accrue to the
Company by virtue of such transactions, to the provisions of Article IV of this
Agreement, and (ii) confirm that Purchaser shall not become a party to, or be
bound by the provisions of the Shareholders Agreement by virtue of acquiring the
Shares pursuant to this Agreement.
VALUEVISION MEDIA, INC.
By: /s/ Nathan Fagre
--------------------------------
Name: Nathan Fagre
Title: Senior Vice President and
General Counsel
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EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, GE Capital Equity Investments, Inc., a Delaware
corporation, does hereby sell, assign, and transfer to Janus Investment Fund on
behalf of its series Janus Venture Fund, an aggregate of 1,704,932 shares of
Common Stock, par value $0.01 per share (the "Shares"), of ValueVision Media,
Inc., a Minnesota corporation (the "Company"), standing in its name on the books
of the Company, represented by Certificate No. ___ herewith, and does hereby
irrevocably constitute and appoint __________________ attorney to transfer the
Shares on the books of the Company with full power of substitution in the
premises.
Dated: ____________, 2005
GE CAPITAL EQUITY INVESTMENTS, INC.
By:_____________________________________
Name:
Title:
Dates Referenced Herein and Documents Incorporated by Reference
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