UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
CNET Networks, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
12613R104
--------------------------------------------------------------------------------
(CUSIP Number)
Sandell Asset Management Corp.
40 West 57th Street
26th Floor
New York, NY 10019
Attention: Richard Gashler, General Counsel
212-603-5700
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 7, 2008
---------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 16 Pages)
--------------------
* 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).
---------------------------- ------------------------
CUSIP No. 12613R104 SCHEDULE 13D Page 2 of 16 Pages
---------------------------- ------------------------
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1 NAME OF REPORTING PERSON
Castlerigg Master Investments Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
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3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,988,497
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
1,988,497
WITH
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,497
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.31%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------------- -----------------------------------------------------------------
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CUSIP No. 12613R104 SCHEDULE 13D Page 3 of 16 Pages
---------------------------- ------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Sandell Asset Management Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,200,000
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,200,000
WITH
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200,000
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.45%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 12613R104 SCHEDULE 13D Page 4 of 16 Pages
---------------------------- ------------------------
------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Castlerigg International Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,988,497
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
1,988,497
WITH
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,497
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.31%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 12613R104 SCHEDULE 13D Page 5 of 16 Pages
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1 NAME OF REPORTING PERSON
Castlerigg International Holdings Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,988,497
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
1,988,497
WITH
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,988,497
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.31%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 12613R104 SCHEDULE 13D Page 6 of 16 Pages
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1 NAME OF REPORTING PERSON
Castlerigg Global Select Fund Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 211,503
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
211,503
WITH
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,503
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.14%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 12613R104 SCHEDULE 13D Page 7 of 16 Pages
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1 NAME OF REPORTING PERSON
CGS, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 211,503
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
211,503
WITH
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,503
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.14%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 12613R104 SCHEDULE 13D Page 8 of 16 Pages
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1 NAME OF REPORTING PERSON
Castlerigg GS Holdings, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
------------- -----------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 211,503
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
211,503
WITH
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,503
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.14%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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CUSIP No. 12613R104 SCHEDULE 13D Page 9 of 16 Pages
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1 NAME OF REPORTING PERSON
Thomas E. Sandell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,200,000
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,200,000
WITH
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200,000
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |X|
------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.45%
------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 12613R104 SCHEDULE 13D Page 10 of 16 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value
$0.0001 per share (the "Common Stock"), of CNET Networks, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at: 235 Second Street, San Francisco, CA 94105.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this statement on Schedule 13D are
Castlerigg Master Investments Ltd., a British Virgin Islands company
("Castlerigg Master Investments"); Sandell Asset Management Corp., a Cayman
Islands exempted company ("SAMC"); Castlerigg International Limited, a British
Virgin Islands company ("Castlerigg International"); Castlerigg International
Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings");
Castlerigg Global Select Fund Limited, a Cayman Islands exempted company
("Castlerigg Global Select"); CGS, Ltd., a Cayman Islands exempted company
("CGS"); Castlerigg GS Holdings, Ltd., a Cayman Islands exempted company
("CGSH"); and Thomas E. Sandell ("Sandell"). Castlerigg Master Investments,
SAMC, Castlerigg International, Castlerigg Holdings, Castlerigg Global Select,
CGS, CGSH and Sandell are collectively referred to herein as the "Reporting
Persons". The filing of this statement on Schedule 13D and any future amendments
hereto, and the inclusion of information herein and therein, shall not be
construed as an admission that any of the Reporting Persons, for the purpose of
Section 13(d) of the Act or otherwise, is the beneficial owner of any shares of
Common Stock in which such person does not have a pecuniary interest.
Any disclosures made herein with respect to persons or entities other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party. By virtue of the January 4 Agreement, as more fully
described in Item 4, the Reporting Persons may be deemed to be a "group" with
the Other Group Members and its affiliates for purposes of the Act. Although the
Reporting Persons do not affirm that such a group has been formed, this
disclosure is being made to ensure compliance with the Act. The Reporting
Persons expressly disclaim beneficial ownership of securities held by any person
or entity other than, to the extent of any pecuniary interest therein, the
various accounts under such Reporting Persons' management and control. The
securities reported herein as being beneficially owned by each of the Reporting
Persons do not include any securities held by the Other Group Members or any
other person or entity other than the various accounts under each Reporting
Persons' management and control.
(b) The principal business address for each of Castlerigg Master
Investments, Castlerigg International and Castlerigg Holdings is c/o Citco Fund
Services (Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands
Antilles. The principal business address for Castlerigg Global Select, CGS and
CGSH is Walker House, P.O. Box 265GT, Mary Street, George Town, Grand Cayman,
Cayman Islands. The principal business address for each of SAMC and Sandell is
c/o Sandell Asset Management Corp., 40 West 57th Street, 26th Floor, New York,
New York 10019.
(c) Castlerigg International is a private investment fund that is primarily
engaged in the business of investing in securities and other investment
opportunities. Castlerigg International invests substantially all of its assets
indirectly in Castlerigg Master Investments, a master trading vehicle that is
primarily engaged in the business of investing in securities and other
investment opportunities. Castlerigg Holdings is the controlling shareholder of
Castlerigg Master Investments and Castlerigg International is the controlling
shareholder of Castlerigg Holdings. Castlerigg Global Select is a private
investment fund that is primarily engaged in the business of investing in
securities and other investment opportunities. Castlerigg Global Select invests
substantially all of its assets indirectly in CGS, a master trading vehicle that
is primarily engaged in the business of investing in securities and other
investment opportunities. CGSH is the controlling shareholder of CGS and
Castlerigg Global Select is the controlling shareholder of CGSH. SAMC is the
discretionary investment manager of Castlerigg International, Castlerigg
Holdings, Castlerigg Master Investments, Castlerigg Global Select, CGS and CGSH.
Sandell is the controlling shareholder, Chief Executive Officer and Portfolio
Manager of SAMC. Information regarding the directors, executive officers and/or
control persons of Castlerigg Master Investments, SAMC, Castlerigg
International, Castlerigg Holdings, Castlerigg Global Select, CGS and CGSH
(collectively, the "Instruction C Persons") is set forth in Appendix III
attached hereto.
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CUSIP No. 12613R104 SCHEDULE 13D Page 11 of 16 Pages
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(d) - (e) Except as set forth below, during the last five years, none of
the Reporting Persons have: (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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 or prohibiting activities subject to
federal or state securities laws or finding any violation of such laws.
In October 2007, SAMC, Sandell, and certain of SAMC's employees settled an
enforcement matter with the Securities and Exchange Commission ("SEC") with
respect to certain trades of Castlerigg Master Investments in shares of Hibernia
Corporation in 2005. Without admitting or denying the SEC allegations contained
in the SEC order, (i) SAMC agreed to accept relief based on charges under
Section 10(a) of the Securities Exchange Act of 1934, as amended, and Section
17(a)(2) of the Securities Act of 1933, as amended ("Securities Act") and paid a
civil fine of $650,000, (ii) Sandell agreed to accept relief based on charges of
aiding and abetting under Section 10(a) and Rule 10a-1 of the Exchange Act
(collectively, the "Short Sale Rule") and charges under Sections 203 of the
Investment Advisers Act of 1940, as amended ("Advisers Act"), and paid a civil
fine of $100,000, and (iii) certain employees of SAMC agreed to accept relief
based on SEC charges of aiding and abetting under the Short Sale Rule and paid
smaller civil fines. SAMC was also ordered to disgorge the sum of $7,500,000
intended to approximate losses avoided by Castlerigg Master Investments.
Further, each of SAMC, Sandell and certain of SAMC's employees were censured
under the Advisers Act, and SAMC was enjoined from committing any future
violations of Section 17(a)(2) of the Securities Act.
(f) Castlerigg Master Investments, Castlerigg International and Castlerigg
Holdings are British Virgin Islands companies. SAMC, Castlerigg Global Select,
CGS and CGSH are Cayman Islands exempted companies. Sandell is a citizen of
Sweden.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Funds for the purchase of the shares of Common Stock reported herein to be
held by Castlerigg Master Investments and CGS were derived from their respective
general working capital and margin account borrowings made in the ordinary
course of business. A total of approximately $18,473,735.00 was paid to acquire
the shares of Common Stock reported herein.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares of Common Stock in connection
with SAMC's entry into an agreement dated January 4, 2008 with JANA Partners LLC
("JANA") (the "January 4 Agreement"), described below. SAMC entered into the
January 4 Agreement because, among other things, it believed that the shares
were undervalued and that the actions taken and proposed to be taken by SAMC,
JANA and the other group members referred to herein could increase the value of
such shares for the benefit of all of the Issuer's shareholders.
On December 28, 2007, JANA delivered a notice (the "Notice") to the Issuer
informing the Issuer of its intention (i) to propose two Class III nominees for
election to the Board at the Issuer's 2008 Annual Meeting, (ii) to propose
amendments to the bylaws of the Issuer to (A) increase the size of the Board
from eight directors to 13 directors, (B) delete a bylaw provision providing
that in case of any increase in the size of the Board in advance of an annual
meeting of stockholders, additional directors shall be elected by the directors
then in office, (C) delete a bylaw provision providing that any newly created
directorships resulting from an increase in the size of the Board shall be
apportioned by the Board among the three classes of directors and (D) add a
bylaw provision providing that any new directorship created as a result of an
increase in the number of directors may be filled with a person elected
---------------------------- ------------------------
CUSIP No. 12613R104 SCHEDULE 13D Page 12 of 16 Pages
---------------------------- ------------------------
by the stockholders, and (iii) to propose an additional five nominees for
election to the Board to occupy the new directorships created by the adoption of
the bylaw amendments described in clause (ii) above. The proposed Class III
nominees are Paul Gardi and Santo Politi. The nominees for the new directorships
that would be created by the proposed Bylaw amendments described above are
Jonathan Miller, Jaynie Studenmund, Julius Genachowski, Brian Weinstein and
Giorgio Caputo.
The Notice was accompanied by a letter from JANA (the "JANA Letter") to the
Issuer in which JANA stated its view that certain provisions of the Issuer's
Bylaws are either incorrectly interpreted by the Issuer and/or are either
inapplicable or unenforceable under Delaware law. A copy of the JANA Letter is
filed as Exhibit 1 to the Schedule 13D filed by JANA on January 7, 2007 (the
"JANA Schedule 13D") and is incorporated herein by reference.
Pursuant to the January 4 Agreement, SAMC agreed not to sell any shares of
Common Stock purchased by its funds, accounts or other affiliated entities (the
"Sandell Funds") until the earliest of (i) the disposition of all shares of
Common Stock owned by JANA (provided that if JANA sells less than all of the
shares of Common Stock owned by it, the Sandell Funds may sell a pro rata
portion of any shares of Common Stock owned by them), (ii) the commencement of
the Issuer's next annual meeting of shareholders and (iii) the date that JANA
notifies SAMC that it has ceased to pursue any proposals to the Issuer regarding
the conduct of its business. In addition, the January 4 Agreement provides that
all public statements, regulatory filings, contact with management and related
activities related to the Issuer will be made and conducted by JANA, following
reasonable consultation with SAMC and the parties to the Amended and Restated
Agreement (as defined and described below in Item 5), and further provides that
SAMC shall reimburse the parties to the Amended and Restated Agreement for its
pro rata share of (i) the profit participation provided for in the Amended and
Restated Agreement and (ii) all reasonable third party expenses related to any
proxy contest. This description of the January 4 Agreement is a summary only and
is qualified by reference to the January 4 Agreement, a copy of which is filed
as Exhibit 1 to this Schedule 13D and incorporated herein by reference.
On January 7, 2008, JANA Master Fund, Ltd. (the "Plaintiff"), an affiliate
of JANA, filed a Verified Complaint for Declaratory and Injunctive Relief in the
Court of Chancery of the State of Delaware (the "Complaint"). The Complaint
alleges that the Issuer is improperly attempting (i) to apply Article II,
Section 3 of the Issuer's By-laws to prohibit the Plaintiff from submitting its
proposals for stockholder approval at the Issuer's 2008 annual meeting and (ii)
to apply Article III, Section 6 of the Issuer's By-laws to prohibit the
Plaintiff from submitting its director candidates for election by the
stockholders at such meeting. In the Complaint, Plaintiff seeks (i) a
declaration that the Issuer's interpretation of Article II, Section 3, and
Article III, Section 6 of the Issuer's By-laws (the "Disputed By-laws") is
invalid as a matter of law and (ii) an order preliminarily and permanently
enjoining the application of the Disputed By-laws to Plaintiff's nomination of
individuals as candidates for director and to Plaintiff's proposals to be
presented for stockholder approval at the Issuer's 2008 Annual Meeting. The
Complaint also alleges that if the Disputed By-laws are interpreted in the
manner the Issuer urges, such By-laws are invalid as a matter of law because,
among other reasons, they (i) impermissibly limit the fundamental right of
stockholders of the Issuer to propose and transact business and to nominate
candidates for director election at an annual meeting, (ii) impermissibly treat
holders of the same class of stock of the Issuer differently and unequally, and
(iii) impose an unreasonable requirement on the stockholders of the Issuer that
does not further a legitimate or proper purpose. In the Complaint, Plaintiff
also seeks an order compelling the Issuer to produce certain requested stocklist
materials pursuant to 8 Del. C. ss. 220. A copy of the Complaint is filed as
Exhibit 2 to the JANA Schedule 13D and is incorporated herein by reference.
On January 7, 2008, JANA issued a press release (the "Press Release")
announcing, among other things, its intention to nominate seven people for
election to
---------------------------- ----------------------------
CUSIP No. 12613R104 SCHEDULE 13D Page 13 of 16 Pages
---------------------------- ----------------------------
the Board at the Issuer's 2008 Annual Meeting and in which Sandell expressed his
support for JANA and the slate of directors. A copy of the Press Release is
filed as Exhibit 3 to the JANA Schedule 13D and is incorporated herein by
reference.
On January 9, 2008, JANA issued a press release (the "JANA January 9 Press
Release") (i) announcing an increase in the number of Shares beneficially owned
by JANA and the Reporting Persons and (ii) addressing statements made by the
Issuer regarding JANA's nomination of seven individuals to the Issuer's board of
directors. A copy of the JANA January 9 Press Release is filed as Exhibit 12 to
Amendment No. 1 to the JANA Schedule 13D and is incorporated herein by
reference. A copy of the CNET January 7 Press Release is included as Exhibit 1
to the Schedule 14A filed by the Issuer on January 7, 2008.
Except as set forth herein or as would occur upon completion of any of the
actions discussed herein, the Reporting Persons have no present plan or proposal
that would relate to or result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their
investments in the Issuer on a continuing basis and may engage in further
discussions with management, the Board, other stockholders of the Issuer and
other relevant parties concerning the business, operations, governance,
management, strategy and future plans of the Issuer. Depending on various
factors including, without limitation, the Issuer's financial position and
strategic direction, the outcome of any discussions referenced above, actions
taken by the Board, price levels of the Shares, other investment opportunities
available to the Reporting Persons, conditions in the securities market and
general economic and industry conditions, the Reporting Persons may in the
future take such actions with respect to their investments in the Issuer as they
deem appropriate including, without limitation, purchasing additional Shares or
selling some or all of the Shares held by the Reporting Persons, engaging in
short selling of or any hedging or similar transactions with respect to the
Shares and/or otherwise changing their intention with respect to any and all
matters referred to in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of Castlerigg Master Investments, SAMC, Castlerigg International,
Castlerigg Holdings and Sandell may be deemed to beneficially own the 1,988,497
shares of Common Stock held by Castlerigg Master Investments, representing
approximately 1.31% of the outstanding shares of Common Stock. Each of CGS,
CGSH, Castlerigg Global Select, SAMC and Sandell may be deemed to beneficially
own the 211,503 shares of Common Stock held by CGS, representing approximately
..14% of the outstanding shares of Common Stock. The Reporting Persons may be
deemed to be a "group" by virtue of the matters discussed in Item 4, which
"group" may be deemed to beneficially own an aggregate of 2,200,000 shares of
Common Stock, representing approximately 1.45% of the outstanding shares of
Common Stock. The percentages used herein are based upon the 151,973,545 shares
of Common Stock reported to be outstanding as of October 31, 2007 by the Issuer
in its Quarterly Report on Form 10-Q for the period ended September 30, 2007,
filed with the Securities and Exchange Commission on November 5, 2007.
In addition, JANA entered into certain agreements with CT-100 Holdings,
LLC, an entity formed and controlled by Spark Capital, L.P. and its affiliates,
Alex Interactive Media, LLC, Paul Gardi and Velocity Interactive Management, LLC
(collectively, with JANA, the "Other Group Members") relating to the respective
parties' investments in and activities relating to the Issuer, which agreements
are filed as Exhibits to the JANA Schedule 13D. By virtue of such agreements and
the January 4 Agreement, the Reporting Persons and the Other Group Members may
be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the
Securities Act of 1934, which group may be deemed to have voting control over an
aggregate of 18,359,355 Shares, constituting approximately 12% of the Shares
outstanding.
---------------------------- ----------------------------
CUSIP No. 12613R104 SCHEDULE 13D Page 14 of 16 Pages
---------------------------- ----------------------------
The Reporting Persons expressly disclaim beneficial ownership of the Shares
beneficially owned by the Other Group Members.
(b) None of the Reporting Persons has sole power to vote or direct the vote
or sole power to dispose or direct the disposition of shares of Common Stock.
Each of Castlerigg Master Investments, SAMC, Castlerigg International,
Castlerigg Holdings and Sandell has shared power to vote or direct the vote and
shared power to dispose or direct the disposition of the 1,988,497 shares of
Common Stock held by Castlerigg Master Investments. Each of CGS, CGSH,
Castlerigg Global Select, SAMC and Sandell has shared power to vote or direct
the vote and shared power to dispose or direct the disposition of the 211,503
shares of Common Stock held by CGS. By virtue of the January 4 Agreement, such
dispositive power may also be deemed to be shared with JANA.
(c) Information concerning transactions in the shares of Common Stock
effected by the Reporting Persons during the past sixty days is set forth in
Appendix I hereto.
(d) Except as otherwise disclosed herein, no person other than Castlerigg
Master Investments, SAMC, Castlerigg International, Castlerigg Holdings and
Sandell 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 shares of Common Stock
held by Castlerigg Master Investments. Except as otherwise disclosed herein, no
person other than CGS, CGSH, Castlerigg Global Select, SAMC and Sandell 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 shares of Common Stock held by CGS.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As discussed in Item 4 and Item 5 herein, SAMC and JANA entered into the
January 4 Agreement, as a result of which the Reporting Persons may be deemed to
be a group with the Other Group Members.
The Reporting Persons currently have contractual agreements with 2 credit
counterparties: Deutsche Bank and Lehman Brothers, with regard to cash-settled
equity swaps (the "Sandell Swaps") that reference shares of Common Stock. The
Sandell Swaps constitute economic exposure to approximately 5,245,600 shares of
Common Stock, or 3.45% of the shares of Common Stock outstanding. The Sandell
Swaps have reference prices ranging from $8.5819 to $9.0768 and expiration dates
ranging from January 24, 2009 to January 4, 2013. These contracts do not give
the Reporting Persons direct or indirect voting, investment or dispositive
control over any securities of the Issuer and do not require the counterparties
thereto to acquire, hold, vote or dispose of any securities of the Issuer.
Accordingly, the Reporting Persons disclaim any beneficial ownership in
securities that may be referenced in such contracts or that may be held from
time to time by any counterparties to the contracts.
In addition to the agreements referenced above, the Reporting Persons may,
from time to time, enter into and dispose of additional cash-settled equity swap
or other similar derivative transactions with one or more counterparties that
are based upon the value of the shares of Common Stock, which transactions may
be significant in amount. The profit, loss and/or return on such additional
contracts may be wholly or partially dependent on the market value of the shares
of Common Stock, the relative value of such shares in comparison to one or more
other financial instruments, indexes or securities, a basket or group of
securities in which such shares may be included, or a combination of any of the
foregoing. The Reporting Persons may also, from time to time, enter into stock
loan agreements with one or more counterparties in the ordinary course of
business pursuant to which the Reporting Persons may lend their shares of Common
Stock subject to recall at their discretion.
---------------------------- ----------------------------
CUSIP No. 12613R104 SCHEDULE 13D Page 15 of 16 Pages
---------------------------- ----------------------------
Except as otherwise set forth herein, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as appendices and exhibits:
Appendix I: Transactions Effected During the Past Sixty Days
Appendix II: Joint Filing Agreement
Appendix III: Information Regarding the Instruction C Persons
Appendix IV: Powers of Attorney
Exhibit I: January 4 Agreement
---------------------------- ------------------------
CUSIP No. 12613R104 SCHEDULE 13D Page 16 of 16 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.
Dated: January 9, 2008
CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CASTLERIGG GLOBAL SELECT FUND LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CGS, LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CASTLERIGG GS HOLDINGS, LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
/s/ Thomas E. Sandell
---------------------
Thomas E. Sandell
APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
(All Transactions were regular market transactions effected
on the New York Stock Exchange)
---------------------- ----------------------------- -------------------- -----------------
Date of Person effecting Amount of securities Price per share
transaction transaction Bought/(Sold) or unit ($)
---------------------- ----------------------------- -------------------- -----------------
1/7/2008 CGS 67,296 8.53
1/7/2008 Castlerigg Master Investments 632,704 8.53
1/8/2008 CGS 72,104 8.44
1/8/2008 Castlerigg Master Investments 677,896 8.44
1/9/2008 CGS 72,103 8.23
1/9/2008 Castlerigg Master Investments 677,897 8.23
APPENDIX II
JOINT FILING AGREEMENT
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 may 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 him or it contained herein and therein, but shall not be
responsible for the completeness and accuracy of the information concerning the
others, except to the extent that he or it knows or has reason to believe that
such information is inaccurate.
Dated: January 9, 2008
CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CASTLERIGG GLOBAL SELECT FUND LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CGS, LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
CASTLERIGG GS HOLDINGS, LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell,
Chief Executive Officer
/s/ Thomas E. Sandell
---------------------
Thomas E. Sandell
APPENDIX III
INFORMATION REGARDING THE INSTRUCTION C PERSONS
Castlerigg Master Investments, SAMC, Castlerigg International, Castlerigg
Holdings, CGS, CGSH and Castlerigg Global Select have no executive officers or
directors other than as follows:
Sandell serves as an executive officer of SAMC.
Sandell Director Services LLC serves as a director of SAMC, Castlerigg Master
Investments, Castlerigg International, Castlerigg Holdings, CGS, CGSH and
Castlerigg Global Select.
Daniel Mignon serves as a director of Castlerigg Master Investments, Castlerigg
International, Castlerigg Holdings, CGS, CGSH and Castlerigg Global Select.
Martin Sklar serves as a director of Castlerigg Master Investments, Castlerigg
International and Castlerigg Holdings.
Timothy O'Brien and Richard Gashler serve as executive officers of SAMC.
Hilmi Unver serves as a director of CGS, CGSH and Castlerigg Global Select.
To the best of the Reporting Persons' knowledge, none of the Instruction C
Persons during the last five years has been convicted in a criminal proceeding
(excluding traffic violations or other similar misdemeanors) or 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. To the best of the Reporting Persons'
knowledge, except as set forth in this statement on Schedule 13D, none of the
Instruction C Persons owns any shares of Common Stock.
Principal Citizenship/Place of
Name Occupation Address Organization
---- ---------- ------- ------------
Sandell See Item 2 See Item 2 See Item 2
Sandell Director Director Services c/o Sandell Asset Delaware
Services LLC Management Corp.,
40 West 57th Street, 26th Floor
New York, New York 10019
Mignon Executive of an Le Prince de Galles Belgium
investment manager 10 Avenue de Grande-
Bretagne
MC-98000 Monte-Carlo
MONACO
Sklar Attorney c/o Kleinberg Kaplan United States
551 Fifth Avenue
New York, New York 10176
O'Brien Chief Financial 40 West 57th Street, United States
Officer of SAMC 26th Floor
New York, New York 10019
Gashler General Counsel of 40 West 57th Street, United States
SAMC 26th Floor
New York, New York 10019
Unver Portfolio Manager 98 rue de Saint-Jean Switzerland
case postale 5240
CH-1211 Geneve 11
Switzerland
Appendix IV
POWERS OF ATTORNEY
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Castlerigg Master Investments Ltd., whose
signature appears below, constitutes and appoints each of Timothy O'Brien,
Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the
undersigned solely for the purpose of executing reports required under Sections
13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the
same, with exhibits and appendices thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby ratifying and
confirming all that each said attorney-in-fact may do or cause to be done by
virtue hereof.
Dated: January 9, 2008 CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
its Investment Manager
By: /s/ Thomas E. Sandell
------------------------------
Thomas E. Sandell
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Sandell Asset Management Corp., whose
signature appears below, constitutes and appoints each of Timothy O'Brien,
Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the
undersigned solely for the purpose of executing reports required under Sections
13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the
same, with exhibits and appendices thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby ratifying and
confirming all that each said attorney-in-fact may do or cause to be done by
virtue hereof.
Dated: January 9, 2008 SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
------------------------------
Thomas E. Sandell
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Castlerigg International Limited, whose
signature appears below, constitutes and appoints each of Timothy O'Brien,
Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the
undersigned solely for the purpose of executing reports required under Sections
13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the
same, with exhibits and appendices thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby ratifying and
confirming all that each said attorney-in-fact may do or cause to be done by
virtue hereof.
Dated: January 9, 2008 CASTLERIGG INTERNATIONAL LIMITED
By: Sandell Asset Management Corp.
its Investment Manager
By: /s/ Thomas E. Sandell
------------------------------
Thomas E. Sandell
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Castlerigg International Holdings Limited,
whose signature appears below, constitutes and appoints each of Timothy O'Brien,
Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the
undersigned solely for the purpose of executing reports required under Sections
13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the
same, with exhibits and appendices thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby ratifying and
confirming all that each said attorney-in-fact may do or cause to be done by
virtue hereof.
Dated: January 9, 2008 CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp.
its Investment Manager
By: /s/ Thomas E. Sandell
------------------------------
Thomas E. Sandell
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Castlerigg Global Select Fund, Limited,
whose signature appears below, constitutes and appoints each of Timothy O'Brien,
Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the
undersigned solely for the purpose of executing reports required under Sections
13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the
same, with exhibits and appendices thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby ratifying and
confirming all that each said attorney-in-fact may do or cause to be done by
virtue hereof.
Dated: January 9, 2008 CASTLERIGG GLOBAL SELECT FUND, LIMITED
By: Sandell Asset Management Corp.
its Investment Manager
By: /s/ Thomas E. Sandell
------------------------------
Thomas E. Sandell
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that CGS, Ltd., whose signature appears below,
constitutes and appoints each of Timothy O'Brien, Richard A. Gashler and Jamil
French as its attorney-in-fact and agent for the undersigned solely for the
purpose of executing reports required under Sections 13(d) and 16 of the
Securities Exchange Act
of 1934, as amended, and filing the same, with exhibits and appendices thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, thereby ratifying and confirming all that each said attorney-in-fact
may do or cause to be done by virtue hereof.
Dated: January 9, 2008 CGS, LTD.
By: Sandell Asset Management Corp.
its Investment Manager
By: /s/ Thomas E. Sandell
------------------------------
Thomas E. Sandell
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Castlerigg GS Holdings, Ltd., whose
signature appears below, constitutes and appoints each of Timothy O'Brien,
Richard A. Gashler and Jamil French as its attorney-in-fact and agent for the
undersigned solely for the purpose of executing reports required under Sections
13(d) and 16 of the Securities Exchange Act of 1934, as amended, and filing the
same, with exhibits and appendices thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby ratifying and
confirming all that each said attorney-in-fact may do or cause to be done by
virtue hereof.
Dated: January 9, 2008 CASTLERIGG GS HOLDINGS, LTD.
By: Sandell Asset Management Corp.
its Investment Manager
By: /s/ Thomas E. Sandell
------------------------------
Thomas E. Sandell
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Thomas E. Sandell, whose signature appears
below, constitutes and appoints each of Timothy O'Brien, Richard A. Gashler and
Jamil French as his attorney-in-fact and agent for the undersigned solely for
the purpose of executing reports required under Sections 13(d) and 16 of the
Securities Exchange Act of 1934, as amended, and filing the same, with exhibits
and appendices thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all that
each said attorney-in-fact may do or cause to be done by virtue hereof.
Dated: January 9, 2008
/s/ Thomas E. Sandell
------------------------------
Thomas E. Sandell