-----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, Wqza+ZVausYIrDImPu19nRXNtqUP257+u2xQTfUoH/Oyz2cqX1ICowoeT0B2hqA0 WMRwU19NDZo/E7CVRnkjQg== 0001013594-06-000706.txt : 20061226 0001013594-06-000706.hdr.sgml : 20061225 20061226160617 ACCESSION NUMBER: 0001013594-06-000706 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061226 DATE AS OF CHANGE: 20061226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZOLTEK COMPANIES INC CENTRAL INDEX KEY: 0000890923 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 431311101 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-50421 FILM NUMBER: 061299016 BUSINESS ADDRESS: STREET 1: 3101 MCKELVEY RD CITY: ST LOUIS STATE: MO ZIP: 63044 BUSINESS PHONE: 3142915110 MAIL ADDRESS: STREET 1: 3101 MCKELVEY ROAD CITY: ST LOUIS STATE: MO ZIP: 63044 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Luxor Capital Group, LP CENTRAL INDEX KEY: 0001316580 IRS NUMBER: 201394199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-583-4124 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 zoltek13g-122206.txt DECEMBER 22, 2006 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. )* Zoltek Companies, Inc. ---------------------- (Name of Issuer) Common Stock, par value $.01 ---------------------------- (Title of Class of Securities) 98975W104 --------- (CUSIP Number) December 15, 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 304,679 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 304,679 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 304,679 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 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 114,628 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 114,628 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 114,628 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 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 481,407 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 481,407 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 481,407 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9% 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 552,924 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 552,924 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 552,924 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% 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 1,540,752 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,540,752 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,540,752 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 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) 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 1,540,752 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,540,752 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,540,752 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 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 419,307 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 419,307 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 419,307 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% 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 1,540,752 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,540,752 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,540,752 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 12. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: Zoltek Companies, Inc. (the "Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 3101 Mckelvey Road St. Louis, Missouri 63044 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: 98975W104 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 owns 304,679 shares of Common Stock. (ii) The Select Onshore Fund owns 114,628 shares of Common Stock. (iii) The Offshore Fund owns 481,407 shares of Common Stock. (iv) The Select Offshore Fund owns 552,924 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 1,453,638 shares of Common Stock held by them, and an additional 87,114 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 1,540,752 shares of Common Stock. (b) Percent of Class: (i) The Onshore Fund's ownership of 304,679 shares of Common Stock represents 1.2% of all of the outstanding shares of Common Stock based on the 25,671,885 shares of Common Stock outstanding as of August 7, 2006 as described in the Issuer's Form 10-Q filed with respect to the period ending June 30, 2006. (ii) The Select Onshore Fund's ownership of 114,628 shares of Common Stock represents 0.4% of all of the outstanding shares of Common Stock. (iii) The Offshore Fund's ownership of 481,407 shares of Common Stock represents 1.9% of all of the outstanding shares of Common Stock. (iv) The Select Offshore Fund's ownership of 552,924 shares of Common Stock represents 2.2% of all of the outstanding shares of Common Stock. (v) LCG Holdings' beneficial ownership of the 419,307 shares of Common Stock represents 1.6% of all of the outstanding shares of Common Stock. (vi) Luxor Capital Group's, Luxor Management's and Mr. Leone's beneficial ownership of 1,540,752 shares of Common Stock represents 6.0% of all of the outstanding shares of Common Stock. (vii) Collectively, the Reporting Persons' beneficial ownership of 1,540,752 shares of Common Stock represents 6.0% 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 304,679 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 114,628 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 481,407 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 552,924 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 87,114 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 304,679 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 dispose or direct the disposition of the 114,628 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 dispose or direct the disposition of the 481,407 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 552,924 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 87,114 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, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: December 26, 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 Zoltek Companies, Inc. dated as of December 26, 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: December 26, 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] -----END PRIVACY-ENHANCED MESSAGE-----