UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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.
3
)*
Huntsman
Corporation
(Name
of Issuer)
Common
Stock, $0.01 par value
(Title
of Class of Securities)
447011107
(CUSIP
Number)
John
C.
Nagel
Citadel
Investment Group, L.L.C.
131
S.
Dearborn Street, 32nd Floor
Chicago,
Illinois 60603
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October
26, 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
13
d-1(e),
13
d-1(f)
or
13
d-1(g),
check
the following box.
£
Note:
Schedules filed in paper format shall include a signed original and five copies
of
th
e
s
chedule
,
including all exhibits.
See
Rule
13
d
-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).
CUSIP
No.
447011107
|
|
Page
2
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Limited Partnership
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
PN,
HC
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 3
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Investment Group, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
OO,
HC
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 4
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Equity Fund Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX 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
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
CO
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 5
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Investment Group II, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
OO,
HC
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 6
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Holdings I LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
PN,
HC
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 7
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Derivatives Group LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
OO,
BD
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 8
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Holdings II LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
PN,
HC
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 9
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Advisors LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
OO,
HC
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 10
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Derivatives Trading Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX 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
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
CO
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page 11
of
16
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Kenneth
Griffin
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
S
*
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
18,604,310
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.94
percent
†
|
14
|
TYPE
OF REPORTING PERSON
IN,
HC
|
*
See
Item 4.
†
See
Item 3 and Item 5.
CUSIP
No.
447011107
|
|
Page
12
of
16
Pages
|
ITEM
1.
|
SECURITY
AND ISSUER
|
This
Amendment No. 3 amends the Schedule 13D filed on August 1, 2008 (such initial
filing, the "Original Filing") by Citadel Investment Group, L.L.C. ("CIG"),
Citadel Limited Partnership ("CLP"), Citadel Equity Fund Ltd. ("CEFL"), Citadel
Investment Group II, L.L.C. ("CIG-II"), Citadel Holdings I LP ("CH-I"), Citadel
Derivatives Group LLC ("CDG"), Citadel Holdings II LP ("CH-II"), Citadel
Advisors LLC ("Citadel Advisors"), Citadel Derivatives Trading Ltd. ("CDT")
and
Kenneth Griffin ("Griffin" and, together with CIG, CLP, CEFL, CIG-II, CH-I,
CDG,
CH-II, Citadel Advisors and CDT, the "Reporting Persons") relating to the shares
of common stock, $0.01 par value per share (the "Common Shares"), of Huntsman
Corporation (the "Issuer"), as amended by Amendment No. 1 to Schedule 13D filed
by the Reporting Persons on September 2, 2008 ("Amendment No. 1") and Amendment
No. 2 to Schedule 13D filed by the Reporting Persons on September 10, 2008
("Amendment No. 2" and, together with the Original Filing and Amendment No.
1,
the "Prior Filing"). Capitalized terms not defined herein shall have the meaning
given to them in the Prior Filing.
ITEM
4.
|
PURPOSE
OF TRANSACTION
|
Item
4 of
the Prior Filing is amended by deleting the tenth paragraph thereof and adding
in its place the following:
On
October 26, 2008, the Backstop Payment Parties delivered a further letter (the
"Amended Backstop Payment Commitment Letter") to the Issuer intended to
facilitate the consummation of the Proposed Merger. In the Amended Backstop
Payment Commitment Letter, the Backstop Payment Parties proposed to increase
(from $230,226,116.00 to $446,537,466.98) certain backstop payments to the
Issuer if the Proposed Merger is consummated on the terms provided in the
current merger agreement on or prior to November 2, 2008. These cash payments
would be added to the combined balance sheet of Huntsman and Hexion at the
closing of the Proposed Merger with Hexion. A copy of the Amended Backstop
Payment Commitment Letter is attached as Exhibit 99.9.
As
required by the terms thereof, the Amended Backstop Payment Commitment Letter
was accepted by the Issuer on October 26, 2008. The Backstop Payment Parties'
several obligations in the Amended Backstop Payment Commitment Letter are also
subject to the requirement that, at the closing of the merger, other
stockholders of the Company fund the backstop commitments they previously made
to Huntsman in an aggregate amount of at least $186,233,986.00, and no dividends
or other distributions of value from Huntsman and its subsidiaries to its
stockholders are made prior to or in connection with the consummation of the
merger (other than payment of the merger consideration in accordance with the
terms of the current merger agreement). The Backstop Payment Parties' several
obligations under the Amended Backstop Payment Commitment Letter would also
be
subject to the requirement that Apollo Global Managers LLP or its applicable
affiliates (collectively, "Apollo") contributes new equity to Hexion at or
prior
to the closing of the merger in an aggregate amount of $750 million or more,
and
that no fees are paid and no dividends or other distributions of value from
Hexion to Apollo are made prior to or in connection with the consummation of
the
merger.
As
a
result of the potential arrangements described in the Proposal Letter, the
Commitment Letter, the Backstop Payment Commitment Letter and the Amended
Backstop Payment Commitment Letter, the Reporting Persons may be deemed to
have
formed a "group" with some or all of the Other Investors, the Other Backstop
Payment Parties, and/or the Huntsman Participants for purposes of Rule
13d-5(b)(1) promulgated under the 1934 Act; however, the Reporting Persons
disclaim membership in a group with the Other Investors, the Other Backstop
Payment Parties, and the Huntsman Participants with regard to the Common Shares
of the Issuer.
CUSIP
No.
447011107
|
|
Page 13
of
16
Pages
|
ITEM
5.
|
INTEREST
IN SECURITIES OF THE
ISSUER
|
(a)
|
Number
of shares: 18,604,310 shares
1
|
|
Percentage
of shares: 7.94%
2
|
(b)
|
Sole
power to vote or direct the vote: 0
|
|
Shared
power to vote or direct the vote: 18,604,310 shares
|
|
Sole
power to dispose or to direct the disposition: 0
|
|
Shared
power to dispose or direct the disposition: 18,604,310 shares
|
(c)
The
table
attached hereto as Exhibit 99.10 sets forth the transactions effected by the
Reporting Persons in the Common Shares (and options to purchase or sell such
Common Shares) since Amendment No. 2. Such transactions resulted from the
exercise by third parties of listed option positions (designated as "option
assignments" on Exhibit 99.10) and from the exercise by the Reporting Persons
of
such listed option positions (designated as "option exercises" on Exhibit
99.10); each such option was previously acquired in open market
transactions.
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
|
Item
6 of
the Prior Filing is amended by adding, after the fifth paragraph, the following:
As
noted
above in Item 4, on October 26, 2008, the Backstop Payment Parties made an
amended offer to the Issuer with respect to certain backstop payments to be
made
to the Issuer in cash. The description of the terms of the Amended Backstop
Payment Commitment Letter is a summary, does not purport to be complete and
is
qualified in its entirety by reference to the Amended Backstop Payment
Commitment Letter referred to in Item 7 below as Exhibit 99.9, and which is
incorporated herein by reference.
1
None
of the data
with respect to beneficial ownership of Common Shares by the Reporting Persons
reported in this Amendment No. 3 includes any Common Shares beneficially owned
by the Other Investors, by the Other Backstop Payment Parties or by the Huntsman
Participants.
2
According
to the
Issuer's Form 10-Q, filed with the Securities and Exchange Commission on August
7, 2008, there were 234,457,138 Common Shares issued and outstanding as of
August 4, 2008.
CUSIP
No.
447011107
|
|
Page 14
of
16
Pages
|
ITEM
7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
The
following documents are filed as appendices and exhibits (or incorporated by
reference herein):
Exhibit
99.9:
|
Amended
Backstop Payment Commitment Letter, dated October 26, 2008, from
Citadel
Limited Partnership, D.E. Shaw Valence Portfolios, L.L.C., D.E. Shaw
Oculus Portfolios, L.L.C., MatlinPatterson Global Opportunities Partners,
L.P., MatlinPatterson Global Opportunities Partners (Bermuda) L.P.
to
Huntsman Corporation
|
Exhibit
99.10:
|
Transactions
required to be reported pursuant to Item
5(c)
|
CUSIP
No.
447011107
|
|
Page 15
of
16
Pages
|
Signature
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and
correct.
Dated
this 28
th
day of October, 2008
CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized Signatory
|
|
CITADEL
LIMITED PARTNERSHIP
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized Signatory
|
CITADEL
EQUITY FUND LTD.
By:
Citadel
Limited Partnership,
its
Portfolio Manager
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized Signatory
|
|
CITADEL
INVESTMENT GROUP II, L.L.C.
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized Signatory
|
CITADEL
HOLDINGS I LP
By:
Citadel
Investment Group II, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized Signatory
|
|
CITADEL
DERIVATIVES GROUP LLC
By:
Citadel
Limited Partnership,
its
Managing Member
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized Signatory
|
CITADEL
HOLDINGS II LP
By:
Citadel
Investment Group II, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized Signatory
|
|
CITADEL
ADVISORS LLC
By:
Citadel
Holdings II LP,
its
Managing Member
By:
Citadel
Investment Group II, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized
Signatory
|
CUSIP
No.
447011107
|
|
Page 16
of
16
Pages
|
CITADEL
DERIVATIVES TRADING LTD.
By:
Citadel
Limited Partnership,
its
Portfolio Manager
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C.
Nagel
John
C. Nagel, Authorized Signatory
|
|
KENNETH
GRIFFIN
By:
/s/
John C.
Nagel
John
C. Nagel, attorney-in-fact
*
|
*
John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact
pursuant to a power of attorney previously filed with the Securities and
Exchange Commission on February 24, 2006, and hereby incorporated by reference
herein. The power of attorney was filed as an attachment to a filing by Citadel
Limited Partnership on Schedule 13G for Morgans Hotel Group Co.
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