caplease13ga-021610.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b)
(AMENDMENT
NO.1)*
CapLease,
Inc.
(Name of
Issuer)
Common Stock, par value
$0.01
(Title of
Class of Securities)
140288101
(CUSIP
Number)
December 31,
2009
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule 13d-1(b)
[x] Rule
13d-1(c)
[
] Rule 13d-1(d)
*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).
(Continued
on the Following Pages)
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Capital Partners, LP
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
1,679,115
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
1,679,115
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
1,679,115
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
48,079
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
48,079
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
48,079
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
12. TYPE
OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Capital Partners Offshore, Ltd.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Spectrum Offshore Master Fund, LP
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
399,351
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
399,351
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
399,351
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Luxor
Spectrum Offshore, Ltd.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
399,351
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
399,351
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
399,351
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
2,230,483
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
2,230,483
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,230,483
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
2,230,483
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
2,230,483
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
2,230,483
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
12. TYPE
OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
2,126,545
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
2,126,545
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,126,545
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
12. TYPE
OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.
140288101
1. NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
6. SHARED
VOTING POWER
7. SOLE
DISPOSITIVE POWER
8. SHARED
DISPOSITIVE POWER
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN
SHARES* [
]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
12. TYPE
OF REPORTING PERSON*
IN, HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed with respect to the shares of common stock (the "Common
Stock") of CapLease, Inc. (the "Issuer") beneficially owned by the Reporting
Persons identified below as of December 31, 2009, and amends and supplements the
Schedule 13G originally filed on August 3, 2009 (collectively, the "Schedule
13G"). Except as set forth herein, the Schedule 13G is
unmodified.
ITEM
2(a). NAME OF PERSON
FILING:
The names
of the persons filing this statement on Schedule 13G are (collectively, the
“Reporting Persons”):
|
·
|
Luxor
Capital Partners, LP, a Delaware limited partnership (the “Onshore
Fund”);
|
|
·
|
Luxor
Spectrum, LLC, a Delaware limited liability company (the “Spectrum Onshore
Fund”);
|
|
·
|
Luxor
Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the
“Offshore Feeder Fund”);
|
|
·
|
Luxor
Spectrum Offshore Master Fund, LP, a Cayman Islands limited Partnership
(the “Spectrum Offshore Master
Fund”);
|
|
·
|
Luxor
Spectrum Offshore, Ltd., a Cayman Islands exempted company (the “Spectrum
Offshore Feeder Fund”);
|
|
·
|
Luxor
Capital Group, LP, a Delaware limited partnership (“Luxor Capital
Group”);
|
|
·
|
Luxor
Management, LLC, a Delaware limited liability company (“Luxor
Management”);
|
|
·
|
LCG
Holdings, LLC, a Delaware limited liability company (“LCG Holdings”);
and
|
|
·
|
Christian
Leone, a United States citizen (“Mr.
Leone”).
|
Luxor
Capital Group acts as the investment manager of the Onshore Fund, the Spectrum
Onshore Fund, the Offshore Feeder Fund, the Spectrum Offshore Master Fund and
the Spectrum Offshore Feeder Fund (collectively, the “Funds”) and to an account
it separately manages (the “Separately Managed Account”). The
Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the
Spectrum Offshore Master Fund is a subsidiary of the Spectrum Offshore Feeder
Fund. Luxor Management is the general partner of Luxor Capital
Group. Mr. Leone is the managing member of Luxor
Management. LCG Holdings is the general partner of the Onshore Fund
and the Spectrum Offshore Master Fund, and the managing member of the Spectrum
Onshore Fund. Mr. Leone is the managing member of LCG
Holdings.
Luxor
Capital Group, Luxor Management and Mr. Leone may each be deemed to have voting
and dispositive power with respect to the shares of Common Stock (as defined
below) held by the Funds and the Separately Managed Account. LCG
Holdings may be deemed to have voting and dispositive power with respect to the
shares of Common Stock held by the Onshore Fund, the Spectrum Onshore Fund, and
the Spectrum Offshore Master Fund.
ITEM
2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE
OR, IF NONE, RESIDENCE:
The business address of each of the
Onshore Fund, the Spectrum Onshore Fund, Luxor Capital Group, Luxor Management,
LCG Holdings and Mr. Leone is 767 Fifth Avenue, 19th Floor, New York, New York
10153.
The
business address of each of the the Offshore Feeder Fund, the Spectrum Offshore
Master Fund and the Spectrum Offshore Feeder Fund is c/o M&C Corporate
Services Limited, P.O. Box 309 GT, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands.
ITEM
2(c). CITIZENSHIP:
Mr. Leone is a citizen of the United
States.
Each of the Spectrum Onshore Fund,
Luxor Management and LCG Holdings is a limited liability company formed under
the laws of the State of Delaware.
Each of the Onshore Fund and Luxor
Capital Group is a limited partnership formed under the laws of the State of
Delaware.
Each of the Offshore Feeder Fund and
the Spectrum Offshore Feeder Fund is a company formed under the laws of the
Cayman Islands.
The Spectrum Offshore Master Fund is a
limited partnership formed under the laws of the Cayman Islands.
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
(i) The
Onshore Fund individually beneficially owns 1,679,115 shares of Common
Stock.
(ii) The
Spectrum Onshore Fund individually beneficially owns 48,079 shares of Common
Stock.
(iii) The
Offshore Feeder Fund does not beneficially own any shares of Common
Stock.
(iv) The
Spectrum Offshore Master Fund individually beneficially owns 399,351 shares of
Common Stock. The Spectrum Offshore Feeder Fund, as the owner of a
controlling interest in the Spectrum Offshore Master Fund, may be deemed to
beneficially own the shares of Common Stock held by the Spectrum Offshore Master
Fund.
(v) Luxor
Capital Group, as the investment manager of the Funds, may be deemed to
beneficially own the 2,126,545 shares of Common Stock held by them, and an
additional 103,938 shares of Common Stock held in the Separately Managed
Account.
(vi)
Luxor Management and Mr. Leone may each be deemed to be the beneficial owners of
the 2,230,483 shares of Common Stock beneficially owned by Luxor Capital
Group.
(vii) LCG
Holdings may be deemed to be the beneficial owner of the 2,126,545 shares of
Common Stock owned by the Onshore Fund, the Spectrum Onshore Fund and the
Spectrum Offshore Master Fund.
(viii)
Mr. Leone may be deemed to be the beneficial owner of the 2,126,545 shares
of Common Stock beneficially owned by LCG Holdings.
(ix)
Collectively, the Reporting Persons beneficially own 2,230,483 shares of Common
Stock.
(b) Percent
of Class:
(i) The
Onshore Fund's ownership of 1,679,115 shares of Common Stock represents 3.3% of
all of the outstanding shares of Common Stock based on the 51,537,811 shares of
Common Stock outstanding as of November 6, 2009, as reported in the Issuer’s
Form 10-Q filed on November 6, 2009 for the period ended September 30,
2009.
(ii) The
Spectrum Onshore Fund’s ownership of 48,079 shares of Common Stock represents
0.1% of all of the outstanding shares of Common Stock.
(iii)
Each of the Spectrum Offshore Master Fund’s and the Spectrum Offshore Feeder
Fund’s individual beneficial ownership of 399,351 shares of Common Stock
represents 0.8% of all of the outstanding shares of Common Stock.
(iv) LCG
Holdings’ beneficial ownership of the 2,126,545 shares of Common Stock
represents 4.1% of all of the outstanding shares of Common Stock.
(v) Luxor
Capital Group’s, Luxor Management’s and Mr. Leone’s beneficial ownership of
2,230,483 shares of Common Stock represents 4.3% of all of the outstanding
shares of Common Stock.
(vi)
Collectively, the Reporting Persons’ beneficial ownership of 2,230,483 shares of
Common Stock represents 4.3% of all of the outstanding shares of Common
Stock.
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote of Common Stock:
Not
applicable.
(ii) Shared
power to vote or to direct the vote of Common Stock:
The
Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone
have shared power to vote or direct the vote of the 1,679,115 shares of Common
Stock owned by the Onshore Fund.
The
Spectrum Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and
Mr. Leone have shared power to vote or direct the vote of the 48,079 shares of
Common Stock owned by the Spectrum Onshore Fund.
The
Spectrum Offshore Master Fund, the Spectrum Offshore Feeder Fund, Luxor Capital
Group, Luxor Management and Mr. Leone have shared power to vote or direct the
vote of the 399,351 shares of Common Stock owned by the Spectrum Offshore Master
Fund.
Luxor
Capital Group, Luxor Management and Mr. Leone have shared power to vote or
direct the vote of the 103,938 shares of Common Stock beneficially owned by
Luxor Capital Group through the Separately Managed Account.
(iii) Sole
power to dispose or to direct the disposition of Common Stock:
Not
applicable.
(iv)
Shared
power to dispose or to direct the disposition of Common
Stock:
The
Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone
have shared power to dispose or direct the disposition of the 1,679,115 shares
of Common Stock owned by the Onshore Fund.
The
Spectrum Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and
Mr. Leone have shared power to dispose or direct the disposition of the 48,079
shares of Common Stock owned by the Spectrum Onshore Fund.
The
Spectrum Offshore Master Fund, the Spectrum Offshore Feeder Fund, Luxor Capital
Group, Luxor Management and Mr. Leone have shared power to dispose or direct the
disposition of the 399,351 shares of Common Stock owned by the Spectrum Offshore
Master Fund.
Luxor
Capital Group, Luxor Management and Mr. Leone have shared power to dispose or
direct the disposition of the 103,938 shares of Common Stock beneficially owned
by Luxor Capital Group through the Separately Managed Account.
ITEM
5. OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS.
If this statement is being filed to
report the fact that as of the date hereof the Reporting Persons have ceased to
be the beneficial owner of more than five percent of the class of securities,
check the following [X].
ITEM
8. IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP.
See
Exhibit B.
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief,
each of
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: February
16, 2010
LUXOR
CAPITAL PARTNERS, LP
By: LCG
Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM, LLC
By: LCG
Holdings, LLC, as Managing Member
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL PARTNERS OFFSHORE, LTD.
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR SPECTRUM
OFFSHORE MASTER FUND, LP
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR SPECTRUM
OFFSHORE, LTD.
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL GROUP, LP
By: Luxor
Management, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LCG
HOLDINGS, LLC
By:
/s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR MANAGEMENT, LLC
By:
/s/ Norris Nissim
Norris Nissim,
General Counsel
/s/
Elena Cimador
Elena Cimador, as Attorney-in-Fact
For Christian Leone
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of CapLease, Inc. dated as of February 16, 2010, and any amendments
thereto signed by each of the undersigned shall be, filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February
16, 2010
LUXOR
CAPITAL PARTNERS, LP
By: LCG
Holdings, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
SPECTRUM, LLC
By: LCG
Holdings, LLC, as Managing Member
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL PARTNERS OFFSHORE, LTD.
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR SPECTRUM
OFFSHORE MASTER FUND, LP
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR SPECTRUM
OFFSHORE, LTD.
By: Luxor
Capital Group, LP, as investment manager
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR
CAPITAL GROUP, LP
By: Luxor
Management, LLC, as General Partner
By: /s/ Norris Nissim
Norris
Nissim,
General
Counsel
LCG
HOLDINGS, LLC
By:
/s/ Norris Nissim
Norris
Nissim,
General
Counsel
LUXOR MANAGEMENT, LLC
By:
/s/ Norris Nissim
Norris Nissim,
General Counsel
/s/
Elena Cimador
Elena Cimador, as Attorney-in-Fact
For Christian Leone
EXHIBIT
B
Luxor
Capital Partners, LP
Luxor
Spectrum, LLC
Luxor
Capital Partners Offshore, Ltd.
Luxor
Spectrum Offshore Master Fund, LP
Luxor
Spectrum Offshore, Ltd.
Luxor
Capital Group, LP
LCG
Holdings, LLC
Luxor
Management, LLC
Christian
Leone
EXHIBIT
C
POWER
OF ATTORNEY
The
undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena
Cimador as the undersigned’s true and lawful authorized representative,
attorney-in-fact and agent, each with the power individually to execute for and
on behalf of the undersigned and to file with and deliver to the United States
Securities and Exchange Commission and any other authority or party required or
entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments
thereto, in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b)
any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the
undersigned in accordance with Section 13 of the 1934 Act and the rules
promulgated thereunder.
The
undersigned also hereby grants to each such attorney-in-fact the full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, hereby ratifying and confirming all that such attorney-in-fact
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that each of
the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13 or any other provision of the 1934 Act or
the rules promulgated thereunder.
This
Power of Attorney shall remain in full force and effect until earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of January 20, 2006.
/s/ Christian
Leone
Christian
Leone
ACKNOWLEDGEMENT
IN NEW YORK STATE
STATE OF
NEW YORK )
: ss.:
COUNTY OF
NEW YORK )
On January 20, 2006, before me, the
undersigned personally appeared, Christian Leone, personally known to me or
proved to me on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument,
the individual, or the person upon behalf of which the individual acted,
executed the instrument.
/s/ Michael J.
Sadler
Michael
J. Sadler
Notary
Public
[Notary
Stamp and Seal]