Schedule 13G

-----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, KGhlhOl1NQYDvs3dSdRiIv+OdRPFGMAXLhRJ0YqTeMdsARfA76hsvXh6xy91qzOj 2y8ub/9VZaGfDKzpyXJWLg== 0001193125-08-182300.txt : 20080821 0001193125-08-182300.hdr.sgml : 20080821 20080821170002 ACCESSION NUMBER: 0001193125-08-182300 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080821 DATE AS OF CHANGE: 20080821 GROUP MEMBERS: HIGHFIELDS ASSOCIATES LLC GROUP MEMBERS: HIGHFIELDS CAPITAL I LP GROUP MEMBERS: HIGHFIELDS CAPITAL II LP GROUP MEMBERS: HIGHFIELDS CAPITAL III L.P. GROUP MEMBERS: HIGHFIELDS GP LLC GROUP MEMBERS: JONATHON S. JACOBSON GROUP MEMBERS: RICHARD L. GRUBMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MYR GROUP INC CENTRAL INDEX KEY: 0000700923 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 363158643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-34846 FILM NUMBER: 081032737 BUSINESS ADDRESS: STREET 1: THREE CONTINENTAL TOWERS STREET 2: 1701 W GOLF ROAD SUITE 1012 CITY: ROLLING MEADOWS STATE: IL ZIP: 60008-4007 BUSINESS PHONE: 8472901891 MAIL ADDRESS: STREET 1: 1701 W GOLF ROAD STREET 2: SUITE 1012 CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 FORMER COMPANY: FORMER CONFORMED NAME: MYERS L E CO GROUP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6178507500 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

MYR GROUP INC.


		(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE


		(Title of Class of Securities)

55405W104


		(CUSIP Number)

AUGUST 11, 2008


		(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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. 55405W104		13G		Page 2 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Capital Management LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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 1,928,162
		6. SHARED VOTING POWER —0—
		7. SOLE DISPOSITIVE POWER 1,928,162
		8. SHARED DISPOSITIVE POWER —0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,162
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 55405W104		13G		Page 3 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields GP LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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 1,928,162
		6. SHARED VOTING POWER —0—
		7. SOLE DISPOSITIVE POWER 1,928,162
		8. SHARED DISPOSITIVE POWER —0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,162
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 55405W104		13G		Page 4 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Associates LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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 1,928,162
		6. SHARED VOTING POWER —0—
		7. SOLE DISPOSITIVE POWER 1,928,162
		8. SHARED DISPOSITIVE POWER —0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,162
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 55405W104		13G		Page 5 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jonathon S. Jacobson
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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 1,928,162
		6. SHARED VOTING POWER —0—
		7. SOLE DISPOSITIVE POWER 1,928,162
		8. SHARED DISPOSITIVE POWER —0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,162
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 55405W104		13G		Page 6 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard L. Grubman
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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 1,928,162
		6. SHARED VOTING POWER —0—
		7. SOLE DISPOSITIVE POWER 1,928,162
		8. SHARED DISPOSITIVE POWER —0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,162
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 55405W104		13G		Page 7 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Capital I LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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 174,850
		6. SHARED VOTING POWER —0—
		7. SOLE DISPOSITIVE POWER 174,850
		8. SHARED DISPOSITIVE POWER —0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,162
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 55405W104		13G		Page 8 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Capital II LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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 545,272
		6. SHARED VOTING POWER —0—
		7. SOLE DISPOSITIVE POWER 545,272
		8. SHARED DISPOSITIVE POWER —0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,162
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 55405W104		13G		Page 9 of 19 Pages


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Highfields Capital III L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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 1,208,040
		6. SHARED VOTING POWER —0—
		7. SOLE DISPOSITIVE POWER 1,208,040
		8. SHARED DISPOSITIVE POWER —0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,928,162
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 55405W104		13G		Page 10 of 19 Pages

Item 1(a).

Name of Issuer:

MYR Group Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Three Continental Towers, 1701 West Golf Road, Suite 1012, Rolling Meadows IL 60008

Item 2(a).

Name of Person Filing:

This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, together with Highfields I and Highfields II, the “Funds”):

(i)

Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;

(ii)

Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;

(iii)

Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of the Funds;

(iv)

Jonathon S. Jacobson, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates;

(v)

Richard L. Grubman, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates;

(vi)

Highfields I, a Delaware limited partnership;

(vii)

Highfields II, a Delaware limited partnership; and

(viii)

Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands.

Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields I, Highfields II and Highfields III are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Address for Highfields Capital Management, Highfields GP, Highfields Associates,

Mr. Jacobson, Mr. Grubman, Highfields I and Highfields II:

c/o Highfields Capital Management LP

John Hancock Tower

200 Clarendon Street, 59th Floor

Boston, Massachusetts 02116


CUSIP No. 55405W104		13G		Page 11 of 19 Pages

Address for Highfields III:

c/o Goldman Sachs (Cayman) Trust, Limited

Suite 3307, Gardenia Court

45 Market Street, Camana Bay

P.O. Box 896

Grand Cayman KY1-1103

Cayman Islands

Item 2(c).

Citizenship:

Highfields Capital Management – Delaware

Highfields GP – Delaware

Highfields Associates – Delaware

Jonathon S. Jacobson – United States

Richard L. Grubman – United States

Highfields I – Delaware

Highfields II – Delaware

Highfields III – Cayman Islands

Item 2(d).

Title of Class of Securities:

Common Stock, $0.01 par value

Item 2(e).

CUSIP Number:

55405W104

Item 3.

Not applicable.

Item 4.

Ownership.

For Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman:

(a)

Amount beneficially owned: 1,928,162 shares of Common Stock

(b)

Percent of class: 9.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 1,928,162

(ii)

Shared power to vote or to direct the vote: —0—

(iii)

Sole power to dispose or to direct the disposition of: 1,928,162

(iv)

Shared power to dispose or to direct the disposition of: —0—

For Highfields I:

(a)

Amount beneficially owned: 1,928,162 shares of Common Stock

(b)

Percent of class: 9.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 174,850

(ii)

Shared power to vote or to direct the vote: —0—

(iii)

Sole power to dispose or to direct the disposition of: 174,850

(iv)

Shared power to dispose or to direct the disposition of: —0—


CUSIP No. 55405W104		13G		Page 12 of 19 Pages

For Highfields II:

(a)

Amount beneficially owned: 1,928,162 shares of Common Stock

(b)

Percent of class: 9.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 545,272

(ii)

Shared power to vote or to direct the vote: —0—

(iii)

Sole power to dispose or to direct the disposition of: 545,272

(iv)

Shared power to dispose or to direct the disposition of: —0—

For Highfields III:

(a)

Amount beneficially owned: 1,928,162 shares of Common Stock

(b)

Percent of class: 9.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 1,208,040

(ii)

Shared power to vote or to direct the vote: —0—

(iii)

Sole power to dispose or to direct the disposition of: 1,208,040

(iv)

Shared power to dispose or to direct the disposition of: —0—

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

The shares of Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman are directly owned by the Funds. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares of Common Stock owned by the Funds.

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 2 attached hereto.

Item 9.

Notice of Dissolution of Group.

Not applicable.


CUSIP No. 55405W104		13G		Page 13 of 19 Pages

Item 10.

Certification.

By signing below I certify that, to the best of my 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.


CUSIP No. 55405W104		13G		Page 14 of 19 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 21, 2008

Date

HIGHFIELDS CAPITAL MANAGEMENT LP

By: Highfields GP LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS GP LLC

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS ASSOCIATES LLC

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

JONATHON S. JACOBSON

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

RICHARD L. GRUBMAN

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title


CUSIP No. 55405W104		13G		Page 15 of 19 Pages

HIGHFIELDS CAPITAL I LP

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS CAPITAL II LP

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS CAPITAL III L.P.

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title


CUSIP No. 55405W104		13G		Page 16 of 19 Pages

EXHIBIT INDEX


Exhibit 1.		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

Exhibit 2.		List of Members of Group


CUSIP No. 55405W104		13G		Page 17 of 19 Pages

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. 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 him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

August 21, 2008

Date

HIGHFIELDS CAPITAL MANAGEMENT LP

By: Highfields GP LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS GP LLC

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS ASSOCIATES LLC

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

JONATHON S. JACOBSON

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title


CUSIP No. 55405W104		13G		Page 18 of 19 Pages

RICHARD L. GRUBMAN

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS CAPITAL I LP

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS CAPITAL II LP

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS CAPITAL III L.P.

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title


CUSIP No. 55405W104		13G		Page 19 of 19 Pages

Exhibit 2

Members of Group

Highfields Capital Management LP

Highfields GP LLC

Highfields Associates LLC

Jonathon S. Jacobson

Richard L. Grubman

Highfields Capital I LP

Highfields Capital II LP

Highfields Capital III L.P.

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