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. )*
Scottish Re Group Limited
-------------------------
(Name of Issuer)
Common Stock, par value $.01
----------------------------
(Title of Class of Securities)
G7885T104
---------
(CUSIP Number)
August 1, 2006
--------------
(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).
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,092,339
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,092,339
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,092,339
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Select, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
272,841
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
272,841
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,841
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,364,372
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,364,372
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,364,372
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Select 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,423,015
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,423,015
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,423,015
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Capital Group, 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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,550,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,550,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Luxor Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
4,550,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,550,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LCG Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
1,365,180
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,365,180
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,365,180
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christian Leone
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
0
6. SHARED VOTING POWER
4,550,500
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,550,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,500
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
12. TYPE OF REPORTING PERSON*
IN, HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1(a). NAME OF ISSUER:
Scottish Re Group Limited (the "Issuer")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
P.O. Box HM 2939
Crown House,
Third Floor
4 Par-la-Ville Road
Hamilton HM08
Bermuda
ITEM 2(a). NAME OF PERSON FILING:
The names of the persons filing this statement on Schedule 13G are:
- Luxor Capital Partners, LP, a Delaware limited partnership
(the "Onshore Fund").
- LCG Select, LLC, a Delaware limited liability company (the
"Select Onshore Fund").
- Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted
company (the "Offshore Fund").
- LCG Select Offshore, Ltd., a Cayman Islands exempted company (the
"Select Offshore 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").
- Christian Leone, a United States Citizen ("Mr. Leone").
Luxor Capital Group is a registered investment adviser and acts as the
investment manager of the Onshore Fund, the Select Onshore Fund, the Offshore
Fund and the Select Offshore Fund, among other accounts. 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 managing member of the Select 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 held by
the Onshore Fund, the Select Onshore Fund, the Offshore Fund and the Select
Offshore Fund. LCG Holdings may be deemed to have voting and dispositive power
with respect to the shares of Common Stock held by the Onshore Fund and the
Select Onshore Fund.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of the Onshore Fund, the Select 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 Offshore Fund and Select Offshore 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 Select 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 Fund and Select Offshore Fund is a company formed
under the laws of the Cayman Islands.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share (the "Common Stock")
ITEM 2(e). CUSIP NUMBER:
G7885T104
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [x]
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 beneficially owns 1,092,339 shares of Common
Stock.
(ii) The Select Onshore Fund beneficially owns 272,841 shares of
Common Stock.
(iii) The Offshore Fund beneficially owns 1,364,372 shares of Common
Stock.
(iv) The Select Offshore Fund beneficially owns 1,423,015 shares of
Common Stock.
(v) Luxor Capital Group, as the investment manager of the Onshore
Fund, the Select Onshore Fund, the Offshore Fund and the Select
Offshore Fund, may be deemed to beneficially own the 4,152,567 shares
of Common Stock held by them, and an additional 397,933 shares of
Common Stock held in accounts that it separately manages.
(vi) Luxor Management and Mr. Leone may each be deemed to be the
beneficial owners of the shares of Common Stock beneficially owned by
Luxor Capital Group.
(vii) LCG Holdings may be deemed to be the beneficial owner of the
shares of Common Stock held by the Onshore Fund and Select Onshore
Fund.
(viii) Mr. Leone may be deemed to be the beneficial owner of the
shares of Common Stock beneficially owned by LCG Holdings.
(ix) Collectively, the Reporting Persons beneficially own 4,550,500
shares of Common Stock.
(b) Percent of Class:
(i) The Onshore Fund's beneficial ownership of 1,092,339 shares of
Common Stock represents 2.0% of all of the outstanding shares of
Common Stock based on the 53,719,156 shares of common stock
outstanding as described in the Issuer's most recent Form 10-Q.
(ii) The Select Onshore Fund's beneficial ownership of 272,841 shares
of Common Stock represents 0.5% of all of the outstanding shares of
Common Stock.
(iii) The Offshore Fund's beneficial ownership of 1,364,372 shares of
Common Stock represents 2.5% of all of the outstanding shares of
Common Stock.
(iv) The Select Offshore Fund's beneficial ownership of 1,423,015
shares of Common Stock represents 2.6% of all of the outstanding
shares of Common Stock.
(v) LCG Holdings' beneficial ownership of the 1,365,180 shares of
Common Stock represents 2.5% of all of the outstanding shares of
Common Stock.
(vi) Luxor Capital Group's, Luxor Management's and Mr. Leone's
beneficial ownership of 4,550,500 shares of Common Stock represents
8.5% of all of the outstanding shares of Common Stock.
(vii) Collectively, the Reporting Persons' beneficial ownership of
4,550,500 shares of Common Stock represents 8.5% 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
Not applicable.
(ii) Shared power to vote or to direct the vote of shares 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 1,092,339 shares of Common Stock held by the Onshore
Fund.
The Select Onshore Fund, Luxor Capital Group, LCG Holdings,
Luxor Management and Mr. Leone have shared power to vote or
direct the vote of the 272,841 shares of Common Stock held by
the Select Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and Mr.
Leone have shared power to vote or direct the vote of the
1,364,372 shares of Common Stock held by the Offshore Fund.
The Select Offshore Fund, Luxor Capital Group, Luxor Management
and Mr. Leone have shared power to vote or direct the vote of
the 1,423,015 shares of Common Stock held by the Select Offshore
Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have shared
power to vote or direct the vote of the 397,933 shares of Common
Stock beneficially owned by Luxor Capital Group through the
separate accounts it manages.
(iii) Sole power to dispose or to direct the disposition of shares of
Common Stock:
Not applicable.
(iv) Shared power to dispose or to direct the disposition of shares
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 1,092,339 shares of Common Stock
beneficially held by the Onshore Fund.
The Select Onshore Fund, Luxor Capital Group, LCG Holdings,
Luxor Management and Mr. Leone have shared power to dispose or
direct the disposition of the 272,841 shares of Common Stock
beneficially held by the Select Onshore Fund.
The Offshore Fund, Luxor Capital Group, Luxor Management and Mr.
Leone have shared power to dispose or direct the disposition of
the 1,364,372 shares of Common Stock held by the Offshore Fund.
The Select Offshore Fund, Luxor Capital Group, Luxor Management
and Mr. Leone have shared power to dispose or direct the
disposition of the 1,423,015 shares of Common Stock held by the
Select Offshore Fund.
Luxor Capital Group, Luxor Management and Mr. Leone have shared
power to dispose or direct the disposition of the 397,933 shares
of Common Stock beneficially owned by Luxor Capital Group
through the separate accounts it manages.
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 [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit B.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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, the
undersigned certifies that the information set forth in this statement is true,
complete, and correct.
Dated: August 10, 2006
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
-----------------
Norris Nissim,
General Counsel
LCG SELECT, 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 SELECT 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 Scottish Re Group Limited dated as of August 10,
2006, 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: August 10, 2006
LUXOR CAPITAL PARTNERS, LP
By: LCG Holdings, LLC, as General Partner
By: /s/ Norris Nissim
-----------------
Norris Nissim,
General Counsel
LCG SELECT, 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 SELECT 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
LCG Select, LLC
Luxor Capital Partners Offshore, Ltd.
LCG Select 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]