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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 333-85141
HUNTSMAN INTERNATIONAL LLC
(Exact name of registrant as specified in its charter)
DELAWARE 87-0630358
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Huntsman Way
Salt Lake City, Utah 84108
(801) 584-5700
(Address of principal executive offices and telephone number)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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On March 31, 2002, 1,000 membership interests of Huntsman International LLC were
outstanding.
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends "Item 14 Exhibits, Financial
Statement Schedules and Reports on Form 8-K" contained in the 2001 Annual Report
on Form 10-K (the "2001 10-K") filed by Huntsman International LLC ("we," "our"
or the "Company") on April 1, 2002. Pursuant to Rule 12b-15 of the General
Regulations under the Securities Exchange Act of 1934, (i) this Form 10-K/A
amends the 2001 10-K to include exhibits that we inadvertently failed to include
in the 2001 10-K, and (ii) only amends "Item 14 Exhibits, Financial Statement
Schedules and Reports on Form 8-K" of the 2001 10-K, all other portions of the
2001 10-K remain in effect as filed.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) 1. Consolidated Financial Statements: See Index to Consolidated
Financial Statements on page F-1
(a) 2. Financial Statement Schedule: See Index to Consolidated
Financial Statements on page F-1
(a) 3. Description of Exhibits
3.1 Certificate of Formation of Huntsman International LLC
(incorporated by reference to Exhibit 3.1 to our registration
statement on Form S-4 (File No. 333-85141))
3.2 Second Amended and Restated Limited Liability Company
Agreement of Huntsman International LLC dated December 20,
2001
3.3 Certificate of Formation of Huntsman International Financial
LLC (incorporated by reference to Exhibit 3.3 to our
registration statement on Form S-4 (File No. 333-85141))
3.4 Limited Liability Company Agreement of Huntsman International
Financial LLC dated June 18, 1999, as amended by the First
Amendment dated June 19, 1999 (incorporated by reference to
Exhibit 3.4 to our registration statement on Form S-4 (File
No. 333-85141))
3.5 Memorandum of Association of Tioxide Group (incorporated by
reference to Exhibit 3.5 to our registration statement on Form
S-4 (File No. 333-85141))
3.6 Articles of Association of Tioxide Group (incorporated by
reference to Exhibit 3.6 to our registration statement on Form
S-4 (File No. 333-85141))
3.7 Memorandum of Association of Tioxide Americas Inc.
(incorporated by reference to Exhibit 3.7 to our registration
statement on Form S-4 (File No. 333-85141))
3.8 Articles of Association of Tioxide Americas Inc. (incorporated
by reference to Exhibit 3.8 to our registration statement on
Form S-4 (File No. 333-85141))
3.9 Certificate of Amendment to Certificate of Formation of
Huntsman International LLC (incorporated by reference to
Exhibit 3.9 to our annual report on Form 10-K for the year
ended December 31, 2000)
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3.10 Certificate of Amendment to Certificate of Formation of
Huntsman International Financial LLC (incorporated by
reference to Exhibit 3.10 to our annual report on Form 10-K
for the year ended December 31, 2000)
4.1 Indenture, dated as of June 30, 1999, among Huntsman
International LLC (f/k/a Huntsman ICI Chemicals LLC), the
Guarantors party thereto and Bank One, N.A., as Trustee,
relating to the 10-1/8% Senior Subordinated Notes due 2009
(incorporated by reference to Exhibit 4.1 to our registration
statement on Form S-4 (File No. 333-85141))
4.2 Form of certificate of 10 1/8% Senior Subordinated Note due
2009 denominated in dollars (included as Exhibit A-3 to
Exhibit 4.1)
4.3 Form of certificate of 10 1/8% Senior Subordinated Note due
2009 denominated in euros (included as Exhibit A-4 to Exhibit
4.1)
4.4 Form of Guarantee (included as Exhibit E of Exhibit 4.1)
4.5 First Amendment, dated January 5, 2000, to Indenture, dated as
of June 30, 1999, among Huntsman International LLC (f/k/a
Huntsman ICI Chemicals LLC), as Issuer, each of the Guarantors
named therein and Bank One, N.A., as Trustee (incorporated by
reference to Exhibit 4.6 to our registration statement on Form
S-4 (File No. 333-85141))
4.6 Indenture, dated as of March 13, 2001, among Huntsman
International LLC, as Issuer, the Guarantors named therein and
The Bank of New York, as Trustee, relating to 10 1/8% Senior
Subordinated Notes due 2009
4.7 First Supplemental Indenture, dated as of January 11, 2002,
among Huntsman International LLC, as Issuer, the Guarantors
named therein and The Bank of New York, as Trustee, relating
to 10 1/8% Senior Subordinated Notes due 2009
4.8 Indenture, dated as of March 21, 2002, among Huntsman
International LLC, as Issuer, the Guarantors named therein and
Wells Fargo Bank Minnesota, National Association, as Trustee,
relating to the 9 7/8% Senior Notes due 2009
4.9 Exchange and Registration Rights Agreement, dated as of March
21, 2002, among Huntsman International LLC, the Guarantors as
defined therein, and the Purchasers as defined therein,
relating to the 9 7/8% Senior Notes due 2009
10.1 Contribution Agreement, dated as of April 15, 1999, by and
among Imperial Chemical Industries PLC, Huntsman Specialty
Chemicals Corporation, Huntsman International Holdings LLC
(f/k/a Huntsman ICI Huntsman International Holdings LLC) and
Huntsman International LLC (f/k/a Huntsman ICI Chemicals LLC)
as amended by the first Amending Agreement, dated June 4,
1999, the second Amending Agreement, dated June 30, 1999, and
the third Amending Agreement, dated June 30, 1999
(incorporated by reference to Exhibit 10.1 to our registration
statement on Form S-4 (File No. 333-85141))
10.2 Purchase and Sale Agreement (PO/MTBE Business), dated March
21, 1997, among Texaco, Texaco Chemical Inc. and Huntsman
Specialty Chemicals Corporation (incorporated by reference to
Exhibit 10.2 to our registration statement on Form S-4 (File
No. 333-85141))
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10.3 Operating and Maintenance Agreement, dated as of March 21,
1997, by and between Huntsman Specialty Chemicals Corporation
and Huntsman Petrochemical Corporation (incorporated by
reference to Exhibit 10.3 to our registration statement on
Form S-4 (File No. 333-85141))
10.4 Credit Agreement, dated as of June 30, 1999, by and among
Huntsman International LLC (f/k/a Huntsman ICI Chemicals LLC),
Huntsman International Holdings LLC (f/k/a Huntsman ICI
Holdings LLC), Bankers Trust Company, Goldman Sachs Credit
Partners LP, The Chase Manhattan Bank, and Warburg Dillon
Read and various lending institutions party thereto
(incorporated by reference to Exhibit 10.4 to our
registration statement on Form S-4 (File No. 333-85141))
10.5 Asset Sale Agreement, dated June 30, 1999, by and between BP
Chemicals Limited and Huntsman International LLC (f/k/a
Huntsman ICI Chemicals LLC) (incorporated by reference to
Exhibit 10.5 to our registration statement on Form S-4 (File
No. 333-85141))
10.6 Joint Venture Agreement, dated as of October 18, 1993, between
Tioxide Americas Inc. and Kronos Louisiana, Inc. (incorporated
by reference to Exhibit 10.6 to our registration statement on
Form S-4 (File No. 333-85141))
10.7 Shareholders Agreement, dated as of January 11, 1982, by and
among Imperial Chemical Industries PLC, ICI American Huntsman
International Holdings, Inc. and Uniroyal, Inc. (incorporated
by reference to Exhibit 10.7 to our registration statement on
Form S-4 (File No. 333-85141))
10.8 Operating Agreement, dated December 28, 1981, between
Uniroyal, Inc., Rubicon Chemicals, Inc. and Rubicon, Inc.
(incorporated by reference to Exhibit 10.8 to our registration
statement on Form S-4 (File No. 333-85141))
10.9 Liability and Indemnity Agreement, dated December 28, 1981, by
and among Rubicon Inc., Rubicon Chemicals Inc., Imperial
Chemical Industries PLC, ICI American Huntsman International
Holdings Inc., ICI Americas Inc. and Uniroyal Inc.
(incorporated by reference to Exhibit 10.9 to our registration
statement on Form S-4 (File No. 333-85141))
10.10 Titanium Dioxide Supply Agreement, dated July 3, 1997, by and
between Imperial Chemicals Industries PLC and Tioxide Group
(incorporated by reference to Exhibit 10.10 to our
registration statement on Form S-4 (File No. 333-85141))*
10.11 Slag Sales Agreement, dated July 10, 1997, by and between
Richards Bay Iron and Titanium (Proprietary) Limited and
Tioxide S.A. (Pty) Limited (incorporated by reference to
Exhibit 10.11 to our registration statement on Form S-4 (File
No. 333-85141))*
10.12 Slag Sales Agreement, dated April 19, 2000, by and between
Qit-Fer Et Titane Inc. and Tioxide Europe Limited
(incorporated by reference to Exhibit 10.12 to our annual
report on Form 10-K for the year ended December 31, 2000)**
10.13 Supply Agreement, dated April 13, 1998, by and between Shell
Trading International Limited and ICI Chemicals & Polymers
Limited (incorporated by reference to Exhibit 10.13 to our
registration statement on Form S-4 (File No. 333-85141))*
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10.14 Amendment, dated February 7, 2001, to the Supply Agreement,
dated April 13, 1998, by and between Shell Trading
International Limited and ICI Chemicals & Polymers Limited
(incorporated by reference to Exhibit 10.14 to our annual
report on Form 10-K for the year ended December 31, 2000)**
10.15 First Amendment, dated as of December 21, 2000, by and among
Huntsman International LLC, Huntsman International Holdings
LLC, the financial institutions named therein, as Lenders,
Bankers Trust Company, as Lead Arranger, Administrative Agent
for the Lenders and Sole Book Manager, Goldman Sachs Credit
Partners L.P., as Syndication Agent and Co-Arranger and The
Chase Manhattan Bank and Warburg Dillon Read (a division of
UBS AG), as Co-Arrangers and as Co-Documentation Agents, to
the Credit Agreement dated as of June 30, 1999 (incorporated
by reference to Exhibit 10.15 to our annual report on Form
10-K for the year ended December 31, 2000)
10.16 Second Amendment, dated as of March 5, 2001, is entered into
by and among Huntsman International LLC, Huntsman
International Holdings LLC, the undersigned financial
institutions, including Bankers Trust Company, in their
capacities as lenders hereunder, Bankers Trust Company, as
Lead Arranger, Administrative Agent for the Lenders and Sole
Book Manager, Goldman Sachs Credit Partners L.P., as
Syndication Agent and Co-Arranger and The Chase Manhattan Bank
and UBS Warburg LLC (as successor to Warburg Dillon Read), as
Co-Arrangers and as Co-Documentation Agents, to the Credit
Agreement dated as of June 30, 1999 (incorporated by reference
to Exhibit 10.16 to our annual report on Form 10-K for the
year ended December 31, 2000)
10.17 Contribution Agreement, among Huntsman International LLC, as
Contributor and Originator, and Huntsman Receivables Finance
LLC, as the Company, dated as of December 20, 2000
(incorporated by reference to Exhibit 10.17 to our annual
report on Form 10-K for the year ended December 31, 2000)
10.18 Huntsman Master Trust Pooling Agreement, dated as of December
21, 2000, among Huntsman Receivables Finance LLC, as Company,
Huntsman (Europe) BVBA, as Master Servicer, and Chase
Manhattan Bank (Ireland) Plc, as Trustee (incorporated by
reference to Exhibit 10.18 to our annual report on Form 10-K
for the year ended December 31, 2000)
10.19 Huntsman Master Trust, Series 2000-1 Supplement, dated as of
December 21, 2000, to Pooling Agreement dated as of December
21, 2000, among Huntsman Receivables Finance LLC, as Company,
Huntsman (Europe), BVBA, as Master Servicer, The Chase
Manhattan Bank, as Funding Agent, Park Avenue Receivables
Corp., as Series 2000-1 Initial Purchaser, the several
financial institutions party thereto from time to time as
Series 2000-1 APA Banks, and Chase Manhattan Bank (Ireland)
Plc, as Trustee (incorporated by reference to Exhibit 10.19 to
our annual report on Form 10-K for the year ended December 31,
2000)
10.20 Servicing Agreement, dated as of December 21, 2000, among
Huntsman Receivables Finance LLC, as the Company, Huntsman
(Europe) BVBA, as Master Servicer, Tioxide Americas Inc.,
Huntsman ICI Holland B.V., Tioxide Europe Limited, Huntsman
International LLC, Huntsman Petrochemicals (U.K.) Limited,
Huntsman Propylene Oxide Ltd., Huntsman International Fuels
L.P., as Local Servicers, Chase Manhattan Bank (Ireland) Plc,
as Trustee, Pricewaterhousecoopers, as Liquidation Servicer,
and Huntsman International LLC, as Servicer Guarantor
(incorporated by reference to Exhibit 10.20 to our annual
report on Form 10-K for the year ended December 31, 2000)
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10.21 U.S. Receivables Purchase Agreement, Huntsman International
LLC, as Purchaser, and Tioxide Americas Inc., Huntsman
Propylene Oxide Ltd. and Huntsman International Fuels, L.P.,
each as a Seller and an Originator (incorporated by reference
to Exhibit 10.21 to our annual report on Form 10-K for the
year ended December 31, 2000)
10.22 Dutch Receivables Purchase Agreement, dated as of December 21,
2000, between Huntsman International LLC, as Purchaser,
Huntsman ICI Holland B.V., as Originator, Huntsman ICI
(Europe) B.V.B.A., as Master Servicer (incorporated by
reference to Exhibit 10.22 to our annual report on Form 10-K
for the year ended December 31, 2000)
10.23 U.K. Receivables Purchase Agreement, dated as of December 20,
2000, between Huntsman International LLC, as Purchaser,
Tioxide Europe Limited and Huntsman Petrochemicals (U.K.)
Limited, as Originators, and Huntsman (Europe) B.V.B.A., as
Master Servicer (incorporated by reference to Exhibit 10.23 to
our annual report on Form 10-K for the year ended December 31,
2000)
10.24 Third Amendment, dated as of November 30, 2001, by and among
Huntsman International LLC, Huntsman International Holdings
LLC and the various agents and lending institutions party
thereto (incorporated by reference to Exhibit 10.1 to our
current report on Form 8-K filed December 4, 2001)
10.25 Fourth Amendment to Credit Agreement, dated as of March 15,
2002, by and among Huntsman International LLC, Huntsman
International Holdings LLC and the various agents and lending
institutions party thereto
10.26 Amendment Agreement, dated December 20, 2001, between Imperial
Chemicals Industries PLC, ICI Alta, Inc. and Huntsman
Specialty Chemicals Corporation, to amend the Contribution
Agreement dated as of April 15, 1999
21.1 Subsidiaries of Huntsman International LLC
* Confidential treatment pursuant to Rule 406 of the Securities Act has
been previously granted by the SEC.
** Portions of this document have been omitted and previously filed
separately with the SEC pursuant to requests for confidential treatment
pursuant to Rule 406 of the Securities Act and Rule 24b-2 of the
Exchange Act.
(b) The Company filed one current report on Form 8-K during the last
quarter of year ended December 31, 2001 relating to the following
events:
Item 5. Other Events
On November 30, 2001, Huntsman International LLC (the "Company")
entered into the Third Amendment (the "Third Amendment") to its senior
secured credit facilities (as so amended, the "Credit Facilities") with
the approval of lenders holding over 90% of the indebtedness and
commitments under the Credit Facilities. The Third Amendment, among
other things, waives certain defaults by the Company under the Credit
Facilities and amends certain financial and other covenants in the
Credit Facilities. As a result of the Third Amendment, the Company is
now in compliance with all the covenants contained in the Credit
Facilities and is able to borrow under, and have access to, the Credit
Facilities. A copy of the Third Amendment is attached hereto as Exhibit
10.1 and is incorporated by reference in its entirety herein.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized.
Huntsman International LLC
Dated: April 19, 2002 By: /s/ J. KIMO ESPLIN
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J. KIMO ESPLIN
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER