UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone Capital Partners (Cayman) Ltd. 1
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
13,851,589
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
13,851,589
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,851,589
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.73%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone Capital Partners (Cayman) Ltd. 2
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
960,647
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
960,647
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
960,647
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.61%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone Capital Partners (Cayman) Ltd. 3
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
7,531,041
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
7,531,041
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,531,041
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.75%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone Capital Partners (Cayman) IV L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
13,851,589
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
13,851,589
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,851,589
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.73%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone Capital Partners (Cayman) IV-A L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
220,038
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
220,038
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
220,038
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.14%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone Family Investment Partnership (Cayman) IV-A L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
740,609
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
740,609
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
740,609
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.47%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone Chemical Coinvest Partners (Cayman) L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
7,531,041
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
7,531,041
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,531,041
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.75%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone Management Associates (Cayman) IV L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
22,343,277
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
22,343,277
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,343,277
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.09%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Blackstone LR Associates (Cayman) IV Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
22,343,277
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
22,343,277
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,343,277
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.09%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Peter G. Peterson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
7
SOLE VOTING POWER:
NUMBER OF
22,435,610**
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
22,435,610**
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,435,610**
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.14%* **
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
Table of Contents
1
NAMES OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Stephen A. Schwarzman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
7
SOLE VOTING POWER:
NUMBER OF
22,435,610**
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
22,435,610**
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,435,610**
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.14%* **
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
Table of Contents
*
The calculation of the foregoing percentage is based on
158,668,666 shares of the Issuers common
stock outstanding as of November 7, 2006, which number was provided to the Reporting Persons by the
Issuer.
**
Includes 92,333 stock options exercisable for Series A Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
SIGNATURE
Table of Contents
Table of Contents
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV L.P.
By: Blackstone Management Associates
(Cayman) IV L.P., its general partner
By: Blackstone LR Associates (Cayman) IV Ltd., its
general partner
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV-A L.P.
By: Blackstone Management Associates
(Cayman) IV L.P., its general partner
By: Blackstone LR Associates (Cayman) IV Ltd., its
general partner
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN)
IV-A L.P.
By: Blackstone Management Associates
(Cayman) IV L.P., its general partner
By: Blackstone LR Associates (Cayman) IV Ltd., its
general partner
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
Table of Contents
BLACKSTONE CHEMICAL COINVEST PARTNERS (CAYMAN) L.P.
By: Blackstone Management Associates
(Cayman) IV L.P., its general partner
By: Blackstone LR Associates (Cayman) IV Ltd., its
general partner
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) IV L.P.
By: Blackstone LR Associates
(Cayman) IV Ltd., its general partner
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
BLACKSTONE LR ASSOCIATES (CAYMAN) IV LTD.
By:
/s/ Chinh Chu
Name: Chinh Chu
Title: Director
PETER G. PETERSON
By:
/s/ Peter G. Peterson
STEPHEN A. SCHWARZMAN
By:
/s/ Stephen A. Schwarzman