As filed with the Securities and Exchange Commission on October 14, 1999
Registration No. 333-85141
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Huntsman ICI Chemicals LLC
(Exact Name of Registrant as Specified in its Charter)
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Delaware 2800 87-0630358
(Primary Standard Industrial (I.R.S. Employer
(State or Other Classification Code Number) Identification Number)
Jurisdiction
of Incorporation or
Organization)
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500 Huntsman Way
Salt Lake City, UT 84108
(801) 584-5700
(Address, Including Zip Code and Telephone Number, Including Area Code, of Co-
Registrants' Principal Executive Offices)
---------------
Robert B. Lence, Esq.
Secretary
Huntsman ICI Chemicals LLC
500 Huntsman Way
Salt Lake City, UT 84108
(801) 584-5700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copy to:
Phyllis G. Korff, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
(212) 735-3000
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Jurisdiction
Exact Name of Additional of Primary Standard Industrial I.R.S. Employer
Registrants Incorporation Classification Code Number Identification Number
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Huntsman ICI Financial
LLC*................... Delaware 2800 87-0632917
Tioxide Group*.......... U.K. 2800 00-0000000
Tioxide Americas Inc.*.. Cayman Islands 2800 98-0015568
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* Address and telephone of principal executive offices are the same as those
of Huntsman ICI Chemicals LLC.
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
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The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
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EXPLANATORY NOTE
This Amendment No. 1 to the Form S-4 Registration Statement is being filed
for the sole purpose of filing additional exhibits.
PART II
Item 20. Indemnification of Officers and Directors
Huntsman ICI Chemicals LLC is empowered by Section 18-108 of the Delaware
Limited Liability Company Act, subject to the procedures and limitations
therein, to indemnify and hold harmless any member or manager or other person
from and against any and all claims and demands whatsoever, subject to such
standards and restrictions, if any, as are set forth in its limited liability
company agreement. Huntsman ICI Chemicals LLC's amended and restated limited
liability company agreement contains no indemnification provisions.
Huntsman ICI Financial LLC is empowered by Section 18-108 of the Delaware
Limited Liability Company Act, subject to the procedures and limitations
therein, to indemnify and hold harmless any member or manager or other person
from and against any and all claims and demands whatsoever, subject to such
standards and restrictions, if any, as are set forth in its limited liability
company agreement. Huntsman ICI Financial LLC's limited liability company
agreement contains no indemnification provisions.
Tioxide Group is an unlimited company having share capital registered in
England and Wales. Section 310 of the U.K. Companies Act of 1985 (as amended)
nullifies any provision contained in a company's articles of association or in
any other contract with the company for exempting any director, officer or
auditor of the company, or indemnifying such person against, any liability that
would attach to him by rule of law in respect of any negligence, default,
breach of duty or breach of trust for which such person may be guilty with
respect to such company. However, Section 310 permits a company to purchase or
maintain insurance for its directors, officers and auditors against liabilities
of this nature and permits a company to indemnify any director, officer or
auditor against any liability incurred by such person that results from
defending any proceedings (civil or criminal) in which a judgment is given in
such person's favor or such person is acquitted or application is made under
Section 144(3) or (4) of the Companies Act (acquisition of shares by innocent
nominee) or Section 727 of the Companies Act (general power to grant relief in
the case of honest and reasonable conduct) where relief is granted to such
director, officer or auditor by the court.
Article 22(a) of the Articles of Association of Tioxide Group indemnifies
every director, officer and auditor of Tioxide Group out of the assets of
Tioxide Group against all losses and liabilities that such person may sustain
in the performance of the duties of his office to the extent permitted by
Section 310 of the Companies Act. Furthermore, Article 22(b) empowers the
directors of Tioxide Group to purchase insurance for any director, officer or
auditor of Tioxide Group as permitted by the Companies Act.
Tioxide Americas Inc. is incorporated in the Cayman Islands. Cayman Islands
law does not specifically limit the extent to which a company's articles of
association may provide for the indemnification of officers and directors,
except to the extent that such provision may be held by the Cayman Islands
courts to be contrary to public policy (e.g., for purporting to provide
indemnification against the consequences of committing a crime). In addition,
an officer or director may not be able to enforce indemnification for his own
dishonesty or wilful neglect or default.
Article 123 of the Articles of Association of Tioxide Americas Inc., which
is filed as an exhibit to this registration statement, contain provisions
providing for the indemnification by Tioxide Americas of an officer, director
or trustee of Tioxide Americas for all actions, proceedings, claims, costs,
charges,
II-1
losses, damages and expenses which they incur or sustain by reason of any act
done or omitted in or about the execution of their duty in their respective
offices or trusts, except such (if any) as they shall incur or sustain by or
through their own respective wilful neglect or default.
Item 21. Exhibits and Financial Statement Schedules
3.1 Certificate of Formation of Huntsman ICI Chemicals LLC*
3.2 Amended and Restated Limited Liability Company Agreement of Huntsman
ICI Chemicals LLC dated June 30, 1999*
3.3 Certificate of Formation of Huntsman ICI Financial LLC*
3.4 Limited Liability Company Agreement of Huntsman ICI Financial LLC dated
June 18, 1999, as amended by the First Amendment dated June 19, 1999*
3.5 Memorandum of Association of Tioxide Group**
3.6 Articles of Association of Tioxide Group**
3.7 Memorandum of Association of Tioxide Americas Inc.*
3.8 Articles of Association of Tioxide Americas Inc.*
4.1 Indenture, dated as of June 30, 1999, among 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*
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 Exchange and Registration Rights Agreement dated June 30, 1999, by and
among Huntsman ICI Chemicals LLC, the Guarantors party thereto,
Goldman, Sachs & Co., Deutsche Bank Securities Inc., Chase Securities
Inc. and Warburg Dillon Read LLC*
4.5 Form of Guarantee (included as Exhibit E to Exhibit 4.1)*
5.1 Form of opinion and consent of Skadden, Arps, Slate, Meagher & Flom as
to the legality of the notes to be issued by Huntsman ICI Chemicals
LLC, and the guarantees to be issued by Huntsman ICI Financial LLC, in
the exchange offer**
5.2 Form of opinion and consent of Counsel to Tioxide Group as to the
legality of the guarantees to be issued by Tioxide Group in the
exchange offer**
5.3 Form of opinion and consent of W.S. Walker & Company as to the legality
of the guarantees to be issued by Tioxide Americas Inc. in the exchange
offer**
8.1 Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP as to
the tax consequences of the notes to be issued by Huntsman ICI Chemical
LLC**
10.1 Contribution Agreement, dated as of April 15, 1999, by and among
Imperial Chemical Industries PLC, Huntsman Specialty Chemicals
Corporation, Huntsman ICI Holdings LLC and 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*
10.2 Purchase and Sale Agreement (PO/MTBE Business), dated March 21, 1997,
among Texaco, Texaco Chemical Inc. and Huntsman Specialty Chemicals
Corporation*
10.3 Operating and Maintenance Agreement, dated as of March 21, 1997, by and
between Huntsman Specialty Chemicals Corporation and Huntsman
Petrochemical Corporation*
II-2
10.4 Credit Agreement, dated as of June 30, 1999, by and among Huntsman ICI
Chemicals LLC, 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*
10.5 Asset Sale Agreement, dated June 30, 1999, by and between BP Chemicals
Limited and Huntsman ICI Chemicals LLC+
10.6 Joint Venture Agreement, dated as of October 18, 1993 between Tioxide
Americas Inc. and Kronos Louisiana, Inc.*
10.7 Shareholders Agreement, dated as of January 11, 1982, by and among
Imperial Chemical Industries PLC, ICI American Holdings, Inc. and
Uniroyal, Inc.*
10.8 Operating Agreement, dated December 28, 1981, between Uniroyal, Inc.,
Rubicon Chemicals, Inc. and Rubicon, Inc.*
10.9 Liability and Indemnity Agreement, dated December 28, 1981, by and
among Rubicon Inc., Rubicon Chemicals Inc., Imperial Chemical
Industries PLC, ICI American Holdings Inc., ICI Americas Inc. and
Uniroyal Inc.
10.10 Titanium Dioxide Supply Agreement, dated July 3, 1997, by and between
Imperial Chemicals Industries PLC and Tioxide Group++
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++
10.12 Slag Sales Agreement, dated July 10, 1997, by and between Qit-Fer Et
Titane Inc. and Tioxide Europe Limited++
10.13 Supply Agreement, dated April 13, 1999, by and between Shell Trading
International Limited and ICI Chemicals & Polymers Limited++
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges*
21.1 Subsidiaries of Huntsman ICI Chemicals LLC*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of KPMG Audit Plc*
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)**
24.1 Powers of Attorney (included as part of signature page)*
25.1 Form T-1 Statement of Eligibility of Bank One, N.A. to act as Trustee
under the indenture*
27.1 Financial Data Schedule (for SEC use only)*
99.1 Form of Letter of Transmittal for dollar denominated notes*
99.2 Form of Notice of Guaranteed Delivery for dollar denominated notes*
99.3 Form of Letter of Transmittal for euro denominated notes*
99.4 Form of Notice of Guaranteed Delivery for euro denominated notes*
99.5 Letter to Brokers*
99.6 Letter to Clients*
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* Previously filed.
** To be filed by amendment.
+ Confidential treatment previously requested. Exhibit omitted and previously
filed separately with the SEC.
++ Portions of this document have been omitted and filed separately with the
SEC pursuant to requests for confidential treatment pursuant to Rule 406 of
the Securities Act.
II-3
Item 22. Undertakings
The Undersigned registrants hereby undertake:
(1) To file during any period in which offers to sale are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities would
not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) to include any material information with respect to the plan of
distribution previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liabilities under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of the receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, Huntsman ICI Chemicals
LLC has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Salt Lake City,
State of Utah, on the 14th day of October, 1999.
Huntsman ICI Chemicals LLC
/s/ J. Kimo Esplin
By: _________________________________
J. Kimo Esplin
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on the 14th day of October, 1999:
Name Capacities
---- ----------
Jon M. Huntsman* Chief Executive Officer, Chairman of the
______________________________________ Board of Managers & Manager
Jon M. Huntsman
Jon M. Huntsman, Jr.* Vice Chairman of the Board of Managers and
______________________________________ Manager
Jon M. Huntsman, Jr.
Peter R. Huntsman* President, Chief Operating Officer and
______________________________________ Manager
Peter R. Huntsman
/s/ J. Kimo Esplin Chief Financial Officer
______________________________________
J. Kimo Esplin
/s/ J. Kimo Esplin
*By: _______________________
J. Kimo Esplin
Attorney-in-Fact
II-5
HUNTSMAN ICI FINANCIAL LLC
Pursuant to the requirements of the Securities Act, Huntsman ICI Financial
LLC has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Salt Lake City,
State of Utah, on the 14th day of October, 1999.
Huntsman ICI Financial LLC
/s/ J. Kimo Esplin
By: _________________________________
J. Kimo Esplin
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on the 14th day of October, 1999:
Name Capacities
---- ----------
Jon M. Huntsman* Chief Executive Officer, Chairman of the
______________________________________ Board of Managers & Manager
Jon M. Huntsman
Jon M. Huntsman, Jr.* Vice Chairman of the Board of Managers and
______________________________________ Manager
Jon M. Huntsman, Jr.
Peter R. Huntsman* President, Chief Operating Officer and
______________________________________ Manager
Peter R. Huntsman
/s/ J. Kimo Esplin Chief Financial Officer
______________________________________
J. Kimo Esplin
/s/ J. Kimo Esplin
*By: _______________________
J. Kimo Esplin
Attorney-in-Fact
II-6
TIOXIDE GROUP
Pursuant to the requirements of the Securities Act, Tioxide Group has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Salt Lake City, State of
Utah, on the 14th day of October, 1999.
Tioxide Group
/s/ J. Kimo Esplin
By: _________________________________
J. Kimo Esplin
Director
Pursuant to the requirements of Securities Act of 1933, this registration
statement has been signed by the following persons on the 14th day of October,
1999:
Name Capacities
---- ----------
Peter R. Huntsman* Chairman of the Board of Directors
______________________________________
Peter R. Huntsman
/s/ J. Kimo Esplin Director
______________________________________
J. Kimo Esplin
L. Russell Healy* Director
______________________________________
L. Russell Healy
/s/ J. Kimo Esplin
*By: _______________________
J. Kimo Esplin
Attorney-in-Fact
II-7
TIOXIDE AMERICAS INC.
Pursuant to the requirements of the Securities Act, Tioxide Americas Inc.
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Salt Lake City, State of
Utah, on the 14th day of October, 1999.
Tioxide Americas Inc.
/s/ J. Kimo Esplin
By: _________________________________
J. Kimo Esplin
Director
Pursuant to the requirements of Securities Act of 1933, this registration
statement has been signed by the following persons on the 14th day of October,
1999:
Name Capacities
---- ----------
Peter R. Huntsman* Chairman of the Board of Directors
______________________________________
Peter R. Huntsman
/s/ J. Kimo Esplin Director
______________________________________
J. Kimo Esplin
L. Russell Healy* Director and Treasurer
______________________________________
L. Russell Healy
/s/ J. Kimo Esplin
*By: _________________________________
J. Kimo Esplin
Attorney-in-Fact
II-8
EXHIBIT INDEX
Number Description of Exhibits
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3.1 Certificate of Formation of Huntsman ICI Chemicals LLC*
3.2 Amended and Restated Limited Liability Company Agreement of Huntsman
ICI Chemicals LLC dated June 30, 1999*
3.3 Certificate of Formation of Huntsman ICI Financial LLC*
3.4 Limited Liability Company Agreement of Huntsman ICI Financial LLC dated
June 18, 1999, as amended by the First Amendment dated June 19, 1999*
3.5 Memorandum of Association of Tioxide Group**
3.6 Articles of Association of Tioxide Group**
3.7 Memorandum of Association of Tioxide Americas Inc.*
3.8 Articles of Association of Tioxide Americas Inc.*
4.1 Indenture, dated as of June 30, 1999, among 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*
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 Exchange and Registration Rights Agreement dated June 30, 1999, by and
among Huntsman ICI Chemicals LLC, the Guarantors party thereto,
Goldman, Sachs & Co., Deutsche Bank Securities Inc., Chase Securities
Inc. and Warburg Dillon Read LLC*
4.5 Form of Guarantee (included as Exhibit E of Exhibit 4.1)*
5.1 Form of opinion and consent of Skadden, Arps, Slate, Meagher & Flom as
to the legality of the notes to be issued by Huntsman ICI Chemicals
LLC, and the guarantees to be issued by Huntsman ICI Financial LLC, in
the exchange offer**
5.2 Form of opinion and consent of Counsel to Tioxide Group as to the
legality of the guarantees to be issued by Tioxide Group in the
exchange offer**
5.3 Form of opinion and consent of W.S. Walker & Company as to the legality
of the guarantees to be issued by Tioxide Americas Inc. in the exchange
offer**
8.1 Opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP as to
the tax consequences of the notes to be issued by Huntsman ICI Chemical
LLC**
10.1 Contribution Agreement, dated as of April 15, 1999, by and among
Imperial Chemical Industries PLC, Huntsman Specialty Chemicals
Corporation, Huntsman ICI Holdings LLC and 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*
10.2 Purchase and Sale Agreement (PO/MTBE Business), dated March 21, 1997,
among Texaco, Texaco Chemical Inc. and Huntsman Specialty Chemicals
Corporation*
10.3 Operating and Maintenance Agreement, dated as of March 21, 1997, by and
between Huntsman Specialty Chemicals Corporation and Huntsman
Petrochemical Corporation*
10.4 Credit Agreement, dated as of June 30, 1999, by and among Huntsman ICI
Chemicals LLC, 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*
10.5 Asset Sale Agreement, dated June 30, 1999, by and between BP Chemicals
Limited and Huntsman ICI Chemicals LLC+
10.6 Joint Venture Agreement, dated as of October 18, 1993 between Tioxide
Americas Inc. and Kronos Louisiana, Inc.*
10.7 Shareholders Agreement, dated as of January 11, 1982, by and among
Imperial Chemical Industries PLC, ICI American Holdings, Inc. and
Uniroyal, Inc.*
10.8 Operating Agreement, dated December 28, 1981, between Uniroyal, Inc.,
Rubicon Chemicals, Inc. and Rubicon, Inc.*
10.9 Liability and Indemnity Agreement, dated December 28, 1981, by and
among Rubicon Inc., Rubicon Chemicals Inc., Imperial Chemical
Industries PLC, ICI American Holdings Inc., ICI Americas Inc. and
Uniroyal Inc.
10.10 Titanium Dioxide Supply Agreement, dated July 3, 1997, by and between
Imperial Chemicals Industries PLC and Tioxide Group++
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++
10.12 Slag Sales Agreement, dated July 10, 1997, by and between Qit-Fer Et
Titane Inc. and Tioxide Europe Limited++
10.13 Supply Agreement dated April 13, 1998, by and between Shell Trading
International Limited and ICI Chemicals & Polymers Limited++
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges*
21.1 Subsidiaries of Huntsman ICI Chemicals LLC*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of KPMG Audit Plc*
23.4 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 5.1)*
24.1 Powers of Attorney (included as part of signature page)*
25.1 Form T-1 Statement of Eligibility of Bank One, N.A. to act as Trustee
under the indenture*
27.1 Financial Data Schedule (for SEC use only)*
99.1 Form of Letter of Transmittal for dollar denominated notes*
99.2 Form of Notice of Guaranteed Delivery for dollar denominated notes*
99.3 Form of Letter of Transmittal for euro denominated notes*
99.4 Form of Notice of Guaranteed Delivery for euro denominated notes*
99.5 Letter to Brokers*
99.6 Letter to Clients*
- --------
* Previously filed.
** To be filed by amendment.
+ Confidential treatment previously requested. Exhibit omitted and previously
filed separately with the SEC.
++ Portions of this document have been omitted and filed separately with the
SEC pursuant to requests for confidential treatment pursuant to Rule 406 of
the Securities Act.