| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/11/2008 |
3. Issuer Name and Ticker or Trading Symbol
Fifth Street Finance Corp [ FSC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | $1,473,379 | D(1) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. The reported securities are owned directly by Genworth Life Insurance Company and indirectly by Genworth North America Corporation, as parent of Genworth Life Insurance Company, and indirectly by Genworth Financial, Inc., as parent of Genworth North America Corporation. |
| /s/ Patricia Merrill | 06/11/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned, Genworth Financial, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), does hereby make, constitute and appoint each of J. Phillip Hart, Patricia Merrill, Christine A. Ness, Richard J. Oelhafen, Jr. and Michael W. Shepherd as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of the Corporation with regard to any securities owned by Genworth North America Corporation, Genworth Life Insurance Company or any of their respective subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Schedules, forms, documents, acknowledgements, consents and other agreements executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
This Power of Attorney shall remain in effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
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Genworth Financial, Inc. |
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DATED: |
06/11/08 |
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SIGNED: |
/s/ Ward E. Bobitz |
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Ward E. Bobitz |
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Vice President and Assistant Secretary |
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Exhibit 24.2
POWER OF ATTORNEY
The undersigned, Genworth North America Corporation, a Washington corporation (hereinafter referred to as the “Corporation”), does hereby make, constitute and appoint each of J. Phillip Hart, Patricia Merrill, Christine A. Ness, Richard J. Oelhafen, Jr. and Michael W. Shepherd as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of the Corporation with regard to any securities owned by Genworth Life Insurance Company or any of its subsidiaries. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Schedules, forms, documents, acknowledgements, consents and other agreements executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
This Power of Attorney shall remain in effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
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Genworth North America Corporation |
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DATED: |
06/11/08 |
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SIGNED: |
/s/ Ward E. Bobitz |
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Ward E. Bobitz |
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Senior Vice President, General Counsel and Secretary |
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Exhibit 24.3
POWER OF ATTORNEY
The undersigned, Genworth Life Insurance Company, a Delaware corporation (hereinafter referred to as the “Corporation”), does hereby make, constitute and appoint each of J. Phillip Hart, Patricia Merrill, Christine A. Ness, Richard J. Oelhafen, Jr. and Michael W. Shepherd as the Corporation’s true and lawful agent and attorney-in-fact (hereinafter referred to as the “Attorney”) to act either together or alone in the name and on behalf of the Corporation for and with respect to the matters hereinafter described.
Each Attorney shall have the power and authority to execute and deliver any Schedule 13D, Schedule 13G or Forms 3, 4 and 5 or any amendments thereto required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, on behalf of the Corporation. And, in connection with the foregoing, to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient for the Corporation in order to more effectively carry out the intent and purpose of the foregoing.
Schedules, forms, documents, acknowledgements, consents and other agreements executed by the Attorney in accordance with the terms hereof shall be binding upon the Corporation without attestation and without affixation of the seal of the Corporation. The Power of Attorney conferred hereby shall not be delegable by any Attorney. The Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder.
This Power of Attorney shall remain in effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
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Genworth Life Insurance Company |
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DATED: |
06/11/08 |
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SIGNED: |
/s/ Ward E. Bobitz |
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Ward E. Bobitz |
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Senior Vice President,
General Counsel |
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Exhibit 99.1
Form 3 Joint Filer Information
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Name: |
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Genworth Financial, Inc. |
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Address: |
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6620 West Broad Street |
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Richmond, VA 23220 |
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Designated Filer: |
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Genworth Life Insurance Company |
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Relationship of Joint Filer to Issuer: |
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10% Owner |
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Issuer & Ticker Symbol: |
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Fifth Street Finance Corporation [FSC] |
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Date of Event Requiring Statement: |
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06/11/2008 |
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Name: |
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Genworth North America Corporation |
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Address: |
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6620 West Broad Street |
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Richmond, VA 23220 |
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Designated Filer: |
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Genworth Life Insurance Company |
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Relationship of Joint Filer to Issuer: |
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10% Owner |
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Issuer & Ticker Symbol: |
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Fifth Street Finance Corporation [FSC] |
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Date of Event Requiring Statement: |
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06/11/2008 |