Mail Stop 7010
June 29, 2005
Via U.S. mail and facsimile
Mr. Samuel D. Scruggs, Esq.
General Counsel
Huntsman International LLC
500 Huntsman Way
Salt Lake City, UT 84108
Re: Huntsman International LLC
Registration Statement on Form S-4
Filed June 8, 2005
File No. 333-125652
Form 10-K for the year ended December 31, 2004
Filed March 15, 2005
File No. 333-85141
Form 10-Q for the quarter ended March 31, 2005
Filed May 11, 2005
File No. 333-85141
Dear Mr. Scruggs:
We have limited our review of your filings to those issues
we
have addressed in our comments. Where indicated, we think you
should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the year ended December 31, 2004
Form 10-Q for the quarter ended March 31, 2005
1. We note the section entitled "Controls and Procedures"
contained
in your annual report on Form 10-K and quarterly report on Form
10-Q.
We have the following comments:
* Please describe in reasonable detail the specific actions you
have
taken or plan to take to remediate the material weaknesses in your
internal control over financial reporting. In addition, please
clarify whether your auditors confirmed these remediation steps.
Finally, please disclose whether these material weaknesses have
been
completely remediated and whether your auditors have concurred.
* Please disclose in reasonable detail the basis for your chief
executive and financial officers` conclusions that your disclosure
controls and procedures were effective despite the material
weaknesses in your internal control over financial reporting.
* We note that your chief executive and financial officers
concluded
that your disclosure controls and procedures were effective as of
the
end of the period covered by each of your Form 10-K and Form 10-Q
in
providing reasonable assurances that the information required to
be
disclosed by your company in the reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the applicable rules and
forms.
Please revise your disclosure to clarify whether your chief
executive
and financial officers concluded that your disclosure controls and
procedures were also effective to ensure that the information
required to be disclosed by your company in reports it files or
submits under the Exchange Act is accumulated and communicated to
your management, including your chief executive and financial
officers, to allow timely decisions regarding required disclosure.
See Rule 13a-15(e) under the Exchange Act.
* We note your disclosure in the last paragraph of this section
set
forth in your Form 10-K. Please revise to state clearly, if true,
that there were changes in your internal control over financial
reporting that occurred during the fourth quarter that materially
affected, or are reasonably likely to materially affect, your
internal control over financial reporting.
2. Please provide appropriate disclosure in your MD&A discussion
regarding financial results to discuss the impact the material
weaknesses had on your financial statements.
* * * *
As appropriate, please amend your filings in response to
these
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
the Exchange Act and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event your company
requests acceleration of the effective date of its registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve your company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
* your company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filings.
We will consider a written request for acceleration of the
effective date of your registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in the registration statement. We will act on the
request
and, pursuant to delegated authority, grant acceleration of the
effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Tracey McKoy, Staff Accountant, at (202)
551-
3772 or, in her absence, Nilima Shah, Accounting Branch Chief, at
(202) 551-3255 if you have questions regarding comments on the
financial statements and related matters. Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
the
undersigned at (202) 551-3767 with any other questions.
Sincerely,
Jennifer Hardy
Legal Branch Chief
cc: Mr. Nathan W. Jones, Esq.
Stoel Rives LLP
201 South Main Street, Suite 1100
Salt Lake City, UT 84111
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Mr. Samuel D. Scruggs, Esq.
Huntsman International LLC
June 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE