SEC Info - Third Point LLC, et al. - ‘SC 13D/A’ on 12/19/08 re: MPG Office Trust, Inc.

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Third Point LLC, et al. – ‘SC 13D/A’ on 12/19/08 re: MPG Office Trust, Inc.

On: Friday, 12/19/08, at 5:16pm ET · Accession #: 899140-8-2279 · File #: 5-79154

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/19/08  Third Point LLC                   SC 13D/A               1:19K  MPG Office Trust, Inc.            Willkie Fa… Gallagher/FA
          Daniel S. Loeb
          Third Point Offshore Fund, Ltd.

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 6                                        9     35K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Interest in Securities of the Issuer Material to be Filed as Exhibits Schedule 13D Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
5	Item 3. Source and Amount of Funds or Other Consideration
"	Item 5. Interest in Securities of the Issuer
6	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
7	Item 7. Material to be Filed as Exhibits

SC 13D/A 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 (Amendment No. 6)

Under the Securities Exchange Act of 1934*

Maguire Properties, Inc.
--------------------------------------------------------------------- 
(Name of Issuer)

 Common Stock, par value $0.01 per share
--------------------------------------------------------------------- 
(Title of Class of Securities)

 559775101
--------------------------------------------------------------------- 
 (CUSIP Number of Class of Securities)

Daniel S. Loeb
 Third Point LLC
 390 Park Avenue
New York, NY 10022
(212) 224-7400
--------------------------------------------------------------------- 
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

Copies to:
 Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
 New York, NY 10019-6099
(212) 728-8000

 December 17, 2008
--------------------------------------------------------------------- 
 (Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]                                                              

NOTE: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other    
parties to whom copies are to be sent.                                          

* The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

SC 13D/A 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

---------------------------------                              -----------------
CUSIP No. 559775101                                            Page 2 of 8 Pages
---------------------------------                              -----------------

----------- --------------------------------------------------------------------
1       NAME OF REPORTING PERSON                                        
   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Third Point LLC                                         
----------- --------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) [ ]
                                                                   (b) [X]

----------- --------------------------------------------------------------------
3       SEC USE ONLY                                                    

----------- --------------------------------------------------------------------
4       SOURCE OF FUNDS*                                                

AF                                                      
----------- --------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS                  
         REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       [ ]

----------- --------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

Delaware                                                
--------------------- --------- ------------------------------------------------
7      SOLE VOTING POWER      

0               
                      --------- ------------------------------------------------
NUMBER OF                8      SHARED VOTING POWER                             
SHARES                                                                          
BENEFICIALLY                    3,248,700                                       
OWNED BY              --------- ------------------------------------------------
EACH                     9      SOLE DISPOSITIVE POWER                          
REPORTING                                                                       
PERSON WITH                     0                                               
                      --------- ------------------------------------------------
 10     SHARED DISPOSITIVE POWER

3,248,700       
----------- --------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON              

3,248,700                                               
----------- --------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES          
         CERTAIN SHARES*                                               [ ]

----------- --------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

6.8%                                                    
----------- --------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*                                       

OO                                                      
----------- --------------------------------------------------------------------

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SCHEDULE 13D

---------------------------------                              -----------------
CUSIP No. 559775101                                            Page 3 of 8 Pages
---------------------------------                              -----------------

----------- --------------------------------------------------------------------
1       NAME OF REPORTING PERSON                                        
   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Daniel S. Loeb                                          
----------- --------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) [ ]
                                                                   (b) [X]

----------- --------------------------------------------------------------------
3       SEC USE ONLY                                                    

----------- --------------------------------------------------------------------
4       SOURCE OF FUNDS*                                                

AF                                                      
----------- --------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS                  
         REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       [ ]

----------- --------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

United States                                           
--------------------- --------- ------------------------------------------------
7      SOLE VOTING POWER      

0               
                      --------- ------------------------------------------------
NUMBER OF                8      SHARED VOTING POWER                             
SHARES                                                                          
BENEFICIALLY                    3,248,700                                       
OWNED BY              --------- ------------------------------------------------
EACH                     9      SOLE DISPOSITIVE POWER                          
REPORTING                                                                       
PERSON WITH                     0                                               
                      --------- ------------------------------------------------
 10     SHARED DISPOSITIVE POWER

3,248,700       
----------- --------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON              

3,248,700                                               
----------- --------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES          
         CERTAIN SHARES*                                               [ ]

----------- --------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

6.8%                                                    
----------- --------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*                                       

IN                                                      
----------- --------------------------------------------------------------------

SC 13D/A 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D

---------------------------------                              -----------------
CUSIP No. 559775101                                            Page 4 of 8 Pages
---------------------------------                              -----------------

----------- --------------------------------------------------------------------
1       NAME OF REPORTING PERSON                                        
   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Third Point Offshore Fund, Ltd.                         
----------- --------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP          (a) [ ]
                                                                   (b) [X]

----------- --------------------------------------------------------------------
3       SEC USE ONLY                                                    

----------- --------------------------------------------------------------------
4       SOURCE OF FUNDS*                                                

WC                                                      
----------- --------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS                  
         REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                       [ ]

----------- --------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            

Cayman Islands                                          
--------------------- --------- ------------------------------------------------
7      SOLE VOTING POWER      

0               
                      --------- ------------------------------------------------
NUMBER OF                8      SHARED VOTING POWER                             
SHARES                                                                          
BENEFICIALLY                    2,382,200                                       
OWNED BY              --------- ------------------------------------------------
EACH                     9      SOLE DISPOSITIVE POWER                          
REPORTING                                                                       
PERSON WITH                     0                                               
                      --------- ------------------------------------------------
 10     SHARED DISPOSITIVE POWER

2,382,200       
----------- --------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON              

2,382,200                                               
----------- --------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES          
         CERTAIN SHARES*                                               [ ]

----------- --------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              

4.97%                                                   
----------- --------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*                                       

OO                                                      
----------- --------------------------------------------------------------------

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This Amendment No. 6 to Schedule 13D ("Amendment No. 6") amends the   
Schedule 13D filed on April 1, 2008 (as amended by Amendment No. 1 thereto filed
on May 21, 2008, Amendment No. 2 thereto filed on May 23, 2008, Amendment No. 3 
thereto filed on June 26, 2008, Amendment No. 4 thereto filed on July 7, 2008,  
Amendment No. 5 thereto filed July 18, 2008 and this Amendment No. 6, the       
"Schedule 13D") and is being filed on behalf of Third Point LLC, a Delaware     
limited liability company (the "Management Company"), Daniel S. Loeb, an        
individual ("Mr. Loeb"), and Third Point Offshore Fund, Ltd., a Cayman Islands  
limited liability exempted company (the "Offshore Fund," and together with the  
Management Company and Mr. Loeb, the "Reporting Persons"). This Amendment No. 6 
relates to the common stock, par value $0.01 per share (the "Common Stock"), of 
Maguire Properties, Inc., a Maryland corporation (the "Company"). The Management
Company is the investment manager or adviser to a variety of funds and managed  
accounts (such funds and accounts, including the Offshore Fund, the "Funds").   
The Funds directly own the Common Stock to which this Schedule 13D relates, and 
Mr. Loeb and the Management Company may be deemed to have beneficial ownership  
over such Common Stock by virtue of the authority granted to them by the Funds  
to vote and to dispose of the securities held by the Funds, including the Common
Stock.                                                                          

Item 3.   Source and Amount of Funds or Other Consideration                     

Item 3 of the Schedule 13D is hereby amended and restated as follows: 

   The Funds expended an aggregate of approximately $68,041,964 of their own
investment capital to acquire the 3,248,000 shares of Common Stock held by them.
The Offshore Fund expended an aggregate of approximately $51,931,000 of its own 
investment capital to acquire its 2,382,200 shares of Common Stock. The Funds   
effect purchases of securities primarily through margin accounts maintained for 
them with Morgan Stanley & Co., JP Morgan Chase & Co., Goldman, Sachs & Co.,    
Citigroup Global Markets, Inc. and UBS Securities LLC, which may extend margin  
credit to the Funds as and when required to open or carry positions in the      
margin accounts, subject to applicable Federal margin regulations, stock        
exchange rules and the firms' credit policies. In such instances, the positions 
held in the margin accounts are pledged as collateral security for the repayment
of debit balances in the accounts.                                              

Item 5.   Interest in Securities of the Issuer                                  

Item 5 of the Schedule 13D is hereby amended and restated as follows: 

 (a) As of the date of this Schedule 13D, the Management Company and Mr.
Loeb beneficially own 3,248,000 shares of Common Stock (the "Shares"). The      
Shares represent 6.8% of the 47,888,674 shares of Common Stock outstanding as of
November 7, 2008, as reported in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2008. The percentages used herein and  
in the rest of this statement are calculated based upon such number of          
outstanding shares. As of the date of this Schedule 13D, the Offshore Fund      
directly beneficially owns 2,382,200 shares of Common Stock, representing 4.97% 
of the outstanding shares of Common Stock. None of the other individual Funds   
owns a number of shares of Common Stock representing more than five percent of  
such total.                                                                     

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    (b) The Management Company and Mr. Loeb share voting and dispositive power
over the 3,248,000 shares of Common Stock held directly by the Funds. The       
Management Company, Mr. Loeb and the Offshore Fund share voting power and       
dispositive power over the 2,382,200 shares of Common Stock directly            
beneficially owned by the Offshore Fund.                                        

(c) Schedule A hereto sets forth certain information with respect to  
transactions during the past 60 days by the Funds (at the direction of the      
Management Company and Mr. Loeb) in Common Stock.                               

All of the transactions set forth on Schedule A were effected in open 
market transactions on the New York Stock Exchange. Other than as set forth on  
Schedule A, during the past 60 days there were no transactions in the Common    
Stock effected by the Management Company and Mr. Loeb nor, to the best of their 
knowledge, any of their directors, executive officers, general partners or      
members. During the past 60 days there were no transactions in the Common Stock 
effected by the Offshore Fund nor, to the best of its knowledge, any of its     
directors, executive officers, general partners or members.                     

    (d) Other than the Funds which directly hold the Shares, and except as set
forth in this Item 5, no person is known to have the right to receive or the    
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.                                                                     

  (e) The Offshore Fund has ceased to be the beneficial owner of more than
five percent of the Common Stock.                                               

  The Offshore Fund is a party to certain cash-settled swap agreements, as
more fully described in Item 6 of previously filed amendments to this Schedule  
13D, which entitle it to the economic benefits, and subject it to the economic  
risks, of owning the Common Stock but do not confer beneficial ownership over   
either the notional shares of Common Stock used as the reference asset or any   
shares or other securities that may be acquired or held by the swap             
counterparty, in its sole discretion, in order to hedge its risk with respect to
the swap agreements. Accordingly, the number of shares of Common Stock stated as
beneficially owned by the Reporting Persons in this Schedule 13D does not       
include any ownership as a result of such swap agreements.                      

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect 
to Securities of the Issuer.                                

Item 6 of the Schedule 13D is hereby amended by adding the following  
thereto:                                                                        

   On December 17, 2008, the Funds entered into a standardized, cash-settled
swap agreement with Credit Suisse Securities (Europe) Limited (the              
"Counterparty") for which the Common Stock is the reference security, with      
respect to 976,300 notional shares and using a reference price of $2.55. Under  
this swap agreement, the Funds have taken the "long" side of the swap and       
therefore acquired the economic benefits (and economic risks) of owning the     
Common Stock, but have no voting or dispositive power with respect to any shares
of Common Stock as a result of the agreement. Neither the Management Company,   
Mr. Loeb nor any of the Funds is the beneficial owner of any shares of Common   
Stock as a result of the swap agreement described above, and,                   

- 6 - 

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accordingly, the number of shares of Common Stock stated as beneficially owned  
by the Reporting Persons in this Schedule 13D does not include any ownership as 
a result of such swap agreement. The swap agreement terminates on December 22,  
2009 or upon the written notice of either party.                                

Except as set forth herein, there are no contracts, arrangements,     
understandings or relationships among the persons named in Item 2 of the        
Schedule 13D or between such persons and any other person with respect to any   
securities of the Company.                                                      

Item 7.   Material to be Filed as Exhibits                                      

99.4.     Power of Attorney granted by Daniel S. Loeb in favor of James P.      
      Gallagher, William Song, Joshua L. Targoff and Bruce Wilson, dated
         June 12, 2008, was previously filed with the SEC on September 9, 2008
         as an exhibit to Amendment No. 4 to Schedule 13D filed by Third Point
        LLC, Third Point Offshore Fund, Ltd. and Daniel S. Loeb with respect
   to Flow International Corporation and is incorporated herein by
reference.                                                  

[Signatures on following page]

- 7 - 

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SIGNATURES

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

Dated:  December 19, 2008                                                       

     THIRD POINT LLC

                                  By:  Daniel S. Loeb, Chief Executive Officer

               By: /s/ Joshua L. Targoff
                                       -----------------------------------------
                       Name:   Joshua L. Targoff
                      Title:  Attorney-in-Fact

    DANIEL S. LOEB

               By: /s/ Joshua L. Targoff
                                       -----------------------------------------
                       Name:   Joshua L. Targoff
                      Title:  Attorney-in-Fact

                     THIRD POINT OFFSHORE FUND, LTD.

                   By:  Daniel S. Loeb, Director

               By: /s/ Joshua L. Targoff
                                       -----------------------------------------
                       Name:   Joshua L. Targoff
                      Title:  Attorney-in-Fact

[SIGNATURE PAGE TO AMENDMENT NO. 6 TO SCHEDULE 13D
 WITH RESPECT TO MAGUIRE PROPERTIES, INC.]

SC 13D/A Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
Schedule A
----------

 (Transactions by the Funds (other than the Offshore Fund) in Common Stock
 since the most recent filing on Schedule 13D)

   Date         Transaction            Shares             Price Per Share($)
   ----         -----------            ------             ------------------

--------------- ------------------ ---------------------- ----------------------
12/17/08          (SELL)              (976,300)                  2.33     
--------------- ------------------ ---------------------- ----------------------

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	12/22/09	7
Filed on:	12/19/08	8		8-K, SC 13D/A
	12/17/08	1	6
	11/7/08	5
	9/30/08	5		10-Q, 13F-HR, 8-K
	9/9/08	7		4, SC 13D/A
	7/18/08	5		3, SC 13D, SC 13D/A
	7/7/08	5		3, 3/A, 4, 8-K, SC 13D/A
	6/26/08	5		SC 13D/A
	6/12/08	7
	5/23/08	5		3, 4, SC 13D/A
	5/21/08	5		SC 13D/A
	4/1/08	5		4, SC 13D
				List all Filings

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Filing Submission 0000899140-08-002279 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Third Point LLC, et al. – ‘SC 13D/A’ on 12/19/08 re: MPG Office Trust, Inc.

On: Friday, 12/19/08, at 5:16pm ET · Accession #: 899140-8-2279 · File #: 5-79154

Previous ‘SC 13D’: ‘SC 13D/A’ on 12/19/08 · Next: ‘SC 13D/A’ on 12/22/08 · Latest: ‘SC 13D’ on 2/13/24

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents