-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZ8q4HfoLBp3oreI10Bhy05zEbQBCVm4e5DV2axoYxeSb6RxAaSbuq/resFYc08V u8N/RtUi92jKSipKBc30MQ== 0000899140-09-000022.txt : 20090105 0000899140-09-000022.hdr.sgml : 20090105 20090105171426 ACCESSION NUMBER: 0000899140-09-000022 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090105 DATE AS OF CHANGE: 20090105 GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT ADVISORS II L.L.C. GROUP MEMBERS: THIRD POINT OFFSHORE FUND, LTD. GROUP MEMBERS: THIRD POINT OFFSHORE MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX COMPANIES INC/DE CENTRAL INDEX KEY: 0001129633 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 060493340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77958 FILM NUMBER: 09506520 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 061025056 BUSINESS PHONE: 8604035000 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 061025056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D/A 1 p4624864b.txt AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934* The Phoenix Companies, Inc. --------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------------------------------------- (Title of Class of Securities) 71902E109 --------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point LLC 390 Park Avenue New York, NY 10022 (212) 224-7400 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 January 1, 2009 --------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - -------------------------------- ------------------ CUSIP No. 71902E109 Page 2 of 13 Pages - -------------------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point LLC - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 7,044,000 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 7,044,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,044,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - -------------------------------- ------------------ CUSIP No. 71902E109 Page 3 of 13 Pages - -------------------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 7,044,000 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 7,044,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 7,044,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - -------------------------------- ------------------ CUSIP No. 71902E109 Page 4 of 13 Pages - -------------------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Offshore Fund, Ltd. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 0 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D - -------------------------------- ------------------ CUSIP No. 71902E109 Page 5 of 13 Pages - -------------------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Offshore Master Fund, L.P. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,946,100 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,946,100 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,946,100 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ----------- -------------------------------------------------------------------- SCHEDULE 13D - -------------------------------- ------------------ CUSIP No. 71902E109 Page 6 of 13 Pages - -------------------------------- ------------------ - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Advisors II L.L.C. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 0 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 5,946,100 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,946,100 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,946,100 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ----------- -------------------------------------------------------------------- This Amendment No. 3 to Schedule 13D ("Amendment No. 3") is being filed with respect to the common stock, par value $0.01 per share (the "Common Stock"), of The Phoenix Companies, Inc., a Delaware corporation (the "Company"), to amend the Schedule 13D filed on July 11, 2008 (as amended by Amendment No. 1 thereto filed on July 18, 2008, Amendment No. 2 thereto filed on December 19, 2008 ("Amendment No. 2") and this Amendment No. 3, the "Schedule 13D"). This Amendment No. 3 is being filed on behalf of Third Point LLC, a Delaware limited liability company (the "Management Company"), Daniel S. Loeb, an individual ("Mr. Loeb"), Third Point Offshore Fund Ltd., a Cayman Islands limited liability exempted company (the "Offshore Fund"), Third Point Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership (the "Offshore Master Fund") and Third Point Advisors II L.L.C., a Delaware limited liability company ("Advisors II" and together with the Management Company, Mr. Loeb, the Offshore Fund and the Offshore Master Fund, the "Reporting Persons"). As of January 1, 2009, the Offshore Fund, one of the original joint filers of the Schedule 13D, has transferred all of its assets (including all its interest in the Common Stock) to the Offshore Master Fund. This Amendment No. 3 is being filed to disclose that the Offshore Fund no longer beneficially owns any Common Stock and to include the Offshore Master Fund and Advisors II, as joint filers of the Schedule 13D. The Offshore Master Fund and Advisors II may be deemed to have beneficial ownership of more than 5% of the Common Stock by virtue of the Offshore Master Fund's acquisition of Common Stock from the Offshore Fund. Advisors II is the general partner of the Offshore Master Fund and as such may be deemed to have beneficial ownership over the Common Stock owned by the Offshore Master Fund. The Management Company is the investment manager or adviser to a variety of funds and managed accounts (such funds and accounts, including the Offshore Master Fund, the "Funds"). The Funds directly own the Common Stock to which this Schedule 13D relates, and Mr. Loeb and the Management Company may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Item 2. Identity and Background. Item 2(a) of the Schedule 13D is hereby amended by adding the following thereto: (a) Third Point Offshore Master Fund, L.P. (the "Offshore Master Fund") is organized as an exempted limited partnership under the laws of the Cayman Islands. Third Point Advisors II L.L.C. ("Advisors II") is organized as a limited liability company under the laws of the State of Delaware. Item 2(b) of the Schedule 13D is hereby amended by adding the following thereto: (b) The address of the principal business and principal office of the Offshore Master Fund is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies. The address of the principal business and principal office of Advisors II is 390 Park Avenue, New York, New York, 10022. Item 2(c) of the Schedule 13D is hereby amended by adding the following thereto: (c) The principal business of the Offshore Master Fund is to invest and trade in securities. The principal business of Advisors II is to serve as the general partner of the Offshore Master Fund. Item 2(d) of the Schedule 13D is hereby amended by adding the following thereto: (d) Neither the Offshore Master Fund nor, to the best of its knowledge, any of its directors, executive officers or general partner has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Advisors II nor, to the best of its knowledge, any of its directors, executive officers or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Item 2(e) of the Schedule 13D is hereby amended by adding the following thereto: (e) Neither the Offshore Master Fund nor, to the best of its knowledge, any of its directors, executive officers or general partner has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Neither Advisors II nor, to the best of its knowledge, any of its directors, executive officers or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is hereby amended by adding the following: The Offshore Master Fund acquired all of the assets of the Offshore Fund including the Common Stock beneficially owned by the Offshore Fund in exchange for issuing its entire limited partnership interest to the Offshore Fund. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) As of the date of this Schedule 13D, the Management Company and Mr. Loeb beneficially own 7,044,000 shares of Common Stock, representing 6.2% of the 114,400,000 shares of Common Stock outstanding as of October 27, 2008, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the U.S. Securities and Exchange Commission on November 10, 2008. The percentages used herein and in the rest of this statement are calculated based upon such number of outstanding shares. As of the date of this Schedule 13D, the Offshore Fund does not beneficially own any Common Stock. The Offshore Master Fund directly beneficially owns 5,946,100 shares of Common Stock (transferred to it by the Offshore Fund), representing 5.2% of the outstanding shares of Common Stock and Advisors II, as general partner of the Offshore Master Fund, beneficially owns 5,946,100 shares of Common Stock, representing 5.2% of the outstanding shares of Common Stock. None of the other individual Funds beneficially owns a number of shares of Common Stock representing more than 5% of the outstanding shares of Common Stock. (b) The Management Company and Mr. Loeb share voting and dispositive power over the 7,044,000 shares of Common Stock held directly by the Funds. The Management Company, Mr. Loeb and Advisors II share voting and dispositive power over the 5,946,100 shares of Common Stock directly beneficially owned by the Offshore Master Fund. (c) On January 1, 2009, the Offshore Fund transferred all of its assets including all shares of Common Stock owned by it to the Offshore Master Fund in exchange for the entire limited partnership interest of the Offshore Master Fund. Other than as set forth above, since the filing of Amendment No. 2, there were no transactions in the Common Stock effected by the Management Company, Mr. Loeb, the Offshore Fund nor, to the best of their knowledge, any of their directors, executive officers, general partners or members, as applicable. Except as described herein, no transactions were effected by the Offshore Master Fund and Advisors II. (d) Other than the Funds which directly hold the Common Stock, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. (e) As of January 1, 2009, the Offshore Fund has ceased to be the beneficial owner of more than five percent of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby amended by adding the following thereto: On January 1, 2009, the Offshore Fund transferred all of its assets (including all its interest in the Common Stock) to the Offshore Master Fund, in exchange for the entire limited partnership interest of the Offshore Master Fund pursuant to an Assignment and Assumption Agreement and Bill of Sale, dated as of December 29, 2008, by and between the Offshore Fund and the Offshore Master Fund. Item 7. Material to be Filed as Exhibits 99.4 Amended and Restated Joint Filing Agreement, dated as of January 5, 2009, by and among Third Point LLC, .Daniel S. Loeb, Third Point Offshore Fund Ltd., Third Point Offshore Master Fund, L.P., and Third Point Advisors II L.L.C. 99.5 Power of Attorney granted by Daniel S. Loeb in favor of James P. Gallagher, William Song, Joshua L. Targoff, and Bruce Wilson, dated January 5, 2009. [Signatures on following page] SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 5, 2009 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb, Director By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13D WITH RESPECT TO THE PHOENIX COMPANIES, INC.] THIRD POINT OFFSHORE MASTER FUND, L.P. By: Third Point Advisors II L.L.C., its general partner By: Daniel S. Loeb, Managing Director By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact THIRD POINT ADVISORS II L.L.C. By: Daniel S. Loeb, Managing Director By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact [SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13D WITH RESPECT TO THE PHOENIX COMPANIES, INC.] EX-99.4 3 p4624864c.txt JOINT FILING AGREEMENT Exhibit 99.4 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) ---------------------------- The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: January 5, 2009 THIRD POINT LLC By: Daniel S. Loeb, Chief Executive Officer By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact DANIEL S. LOEB By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact THIRD POINT OFFSHORE FUND, LTD. By: Daniel S. Loeb, Director By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact THIRD POINT OFFSHORE MASTER FUND, L.P. By: Third Point Advisors II L.L.C., its general partner By: Daniel S. Loeb, Managing Director By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact THIRD POINT ADVISORS II L.L.C. By: Daniel S. Loeb, Managing Director By: /s/ William Song ------------------------------------------ Name: William Song Title: Attorney-in-Fact EX-99.5 4 p4624864d.txt POWER OF ATTORNEY Exhibit 99.5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and appoint JAMES P. GALLAGHER, WILLIAM SONG, JOSHUA L. TARGOFF and BRUCE WILSON and each of them severally, as the true and lawful attorneys and agents of each of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of each of the undersigned any statements, reports or filings with respect to the undersigned (whether such filing includes one or more or all of the undersigned) necessary or advisable in connection with any disclosure requirement promulgated under the federal or state securities laws of the United States or any other applicable regulatory body, including, without limitation, the Company's compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (including, without limitation, any filings on Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 and Form 13F and any forms or statements required to be submitted in connection with any electronic filing), and any and all amendments to such statements, reports and filings, and any disclosure requirement promulgated under the securities laws or any similar laws or regulations of any jurisdiction whether inside or outside of the United States, and all amendments to such statements, reports and filings, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States Securities and Exchange Commission or any other applicable regulatory body, said attorneys and agents having full power and authority to do and perform in the name and on behalf of any of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of January 5, 2009. /s/ Daniel S. Loeb --------------------------------------------- Daniel S. Loeb THIRD POINT LLC By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE FUND, LTD. By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Director THIRD POINT PARTNERS LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT PARTNERS QUALIFIED LP By: Third Point Advisors LLC, its General Partner By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT ULTRA LTD. By: Third Point LLC, its Investment Manager By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer LYXOR/THIRD POINT FUND LIMITED By: Third Point LLC, its Investment Manager By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Chief Executive Officer THIRD POINT OFFSHORE MASTER FUND, L.P. By: Third Point Advisors II L.L.C., its general partner By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member THIRD POINT ADVISORS II L.L.C. By: /s/ Daniel S. Loeb ---------------------------------------- Name: Daniel S. Loeb Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----