-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WmZ0w6l5gGq0JRgRreSIG8G24WZ/n1CKcdFw56UnKpshgF2FGbnkCcY8zx0qhpwb 2fyrWxZt3xBWk244aXbObQ== 0001144204-06-051515.txt : 20061206 0001144204-06-051515.hdr.sgml : 20061206 20061206164730 ACCESSION NUMBER: 0001144204-06-051515 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061206 DATE AS OF CHANGE: 20061206 GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL INVESTMENT GROUP (HONG KONG) LIMITED GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD. GROUP MEMBERS: CITADEL WELLINGTON LLC GROUP MEMBERS: KENNETH GRIFFIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Harbin Electric, Inc CENTRAL INDEX KEY: 0001266719 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 980403396 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80112 FILM NUMBER: 061260497 BUSINESS ADDRESS: STREET 1: NO. 9, HA PING XI LU STREET 2: HA PING LU JI ZHONG QU HARBIN KAI FA QU CITY: HARBIN STATE: F4 ZIP: 150001 BUSINESS PHONE: 86 45182621768 MAIL ADDRESS: STREET 1: NO. 9, HA PING XI LU STREET 2: HA PING LU JI ZHONG QU HARBIN KAI FA QU CITY: HARBIN STATE: F4 ZIP: 150001 FORMER COMPANY: FORMER CONFORMED NAME: TORCH EXECUTIVE SERVICES LTD DATE OF NAME CHANGE: 20031009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123952100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13D/A 1 v059742_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 
HARBIN ELECTRIC, INC.
(Name of Issuer)
 
Common Stock, $0.00001 par value
(Title of Class of Securities)
 
41145W109
(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)
 
November 17, 2006
(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 §§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 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. 41145W109
  
Page 2 of 10 Pages

 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Citadel Limited Partnership
  
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
  
     
 
3.
SEC Use Only
  
     
 
4.
Source of Funds (See Instructions) AF
  
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
     
 
6.
Citizenship or Place of Organization   Illinois
       
   
 
7.
 
Sole Voting Power   0
 
     
   
8.
 
Shared Voting Power 11,653,043 shares(1)
 
     
   
9. 
 
Sole Dispositive Power   0
 
     
   
10. 
Shared Dispositive Power   1,895,543 shares
     
     
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person See Row 8 above. 
 
     
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     
 
13.
 
Percent of Class Represented by Amount in Row (11)     63.0%(2) 
 
     
 
14.
 
Type of Reporting Person (See Instructions) PN; HC 
 
  
 
(1)
Based on the number of shares owned by the Reporting Persons as of the filing date of this Third Amendment. Includes 9,757,500 shares of the common stock of Issuer beneficially owned by Tianfu Yang, including 7,500 shares that Mr. Yang may acquire upon exercise of options within 60 days of the date hereof, over which the Reporting Persons may be deemed to have shared voting power pursuant to a Voting Agreement, dated as of August 30, 2006, among the Reporting Persons, the Issuer and Mr. Yang, under which Mr. Yang agrees to vote all shares of the common stock of the Issuer owned by him to ensure that nominees of the Reporting Persons are elected to the Board of Directors of Issuer. The Reporting Persons expressly disclaim beneficial ownership of the shares beneficially owned by Mr. Yang.
(2)
Based on 16,600,451 outstanding shares of the common stock of the Issuer, as set forth in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2006.
 

Cusip No. 41145W109
  
Page 3 of 10 Pages

 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Citadel Investment Group, L.L.C.
 
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
     
 
3.
SEC Use Only
 
     
 
4.
Source of Funds (See Instructions) AF
 
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
     
 
6.
Citizenship or Place of Organization   Delaware
      
   
 
7.
 
Sole Voting Power   0
 
     
   
8.
 
Shared Voting Power 11,653,043 shares(1)
 
     
   
9. 
 
Sole Dispositive Power   0
 
     
   
10. 
Shared Dispositive Power   1,895,543 shares
     
     
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person See Row 8 above. 
 
     
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     
 
13.
 
Percent of Class Represented by Amount in Row (11)     63.0%(2) 
 
     
 
14.
 
Type of Reporting Person (See Instructions)  OO; HC 
 
  
 
(1)
Based on the number of shares owned by the Reporting Persons as of the filing date of this Third Amendment. Includes 9,757,500 shares of the common stock of Issuer beneficially owned by Tianfu Yang, including 7,500 shares that Mr. Yang may acquire upon exercise of options within 60 days of the date hereof, over which the Reporting Persons may be deemed to have shared voting power pursuant to a Voting Agreement, dated as of August 30, 2006, among the Reporting Persons, the Issuer and Mr. Yang, under which Mr. Yang agrees to vote all shares of the common stock of the Issuer owned by him to ensure that nominees of the Reporting Persons are elected to the Board of Directors of Issuer. The Reporting Persons expressly disclaim beneficial ownership of the shares beneficially owned by Mr. Yang.
(2)
Based on 16,600,451 outstanding shares of the common stock of the Issuer, as set forth in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2006.
 
 
Cusip No. 41145W109
  
Page 4 of 10 Pages
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Citadel Investment Group (Hong Kong) Limited
  
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
  
     
 
3.
SEC Use Only
  
     
 
4.
Source of Funds (See Instructions) AF
  
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
  
     
 
6.
Citizenship or Place of Organization   Hong Kong
       
 
 
 
 
7. 
 
Sole Voting Power   0
 
     
   
8. 
 
Shared Voting Power 11,653,043 shares(1)
 
     
   
9. 
 
Sole Dispositive Power   0
 
     
   
10. 
Shared Dispositive Power   1,895,543 shares
     
     
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person See Row 8 above. 
 
     
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     
 
13.
 
Percent of Class Represented by Amount in Row (11)     63.0%(2) 
 
     
 
14.
 
Type of Reporting Person (See Instructions)   CO 
 
  
 
(1)
Based on the number of shares owned by the Reporting Persons as of the filing date of this Third Amendment. Includes 9,757,500 shares of the common stock of Issuer beneficially owned by Tianfu Yang, including 7,500 shares that Mr. Yang may acquire upon exercise of options within 60 days of the date hereof, over which the Reporting Persons may be deemed to have shared voting power pursuant to a Voting Agreement, dated as of August 30, 2006, among the Reporting Persons, the Issuer and Mr. Yang, under which Mr. Yang agrees to vote all shares of the common stock of the Issuer owned by him to ensure that nominees of the Reporting Persons are elected to the Board of Directors of Issuer. The Reporting Persons expressly disclaim beneficial ownership of the shares beneficially owned by Mr. Yang.
(2)
Based on 16,600,451 outstanding shares of the common stock of the Issuer, as set forth in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2006.
 
 
 
Cusip No. 41145W109
  
Page 5 of 10 Pages
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Kenneth Griffin
  
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
  
     
 
3.
SEC Use Only
  
     
 
4.
Source of Funds (See Instructions) AF
  
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
  
     
 
6.
Citizenship or Place of Organization   United States
       
   
 
7. 
 
Sole Voting Power   0
 
     
   
8. 
 
Shared Voting Power 11,653,043 shares(1)
 
     
   
9. 
 
Sole Dispositive Power   0
 
     
   
10. 
Shared Dispositive Power   1,895,543 shares
     
     
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person See Row 8 above. 
 
     
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     
 
13.
 
Percent of Class Represented by Amount in Row (11)     63.0%(2) 
 
     
 
14.
 
Type of Reporting Person (See Instructions)   IN; HC 
 
  
 
(1)
Based on the number of shares owned by the Reporting Persons as of the filing date of this Third Amendment. Includes 9,757,500 shares of the common stock of Issuer beneficially owned by Tianfu Yang, including 7,500 shares that Mr. Yang may acquire upon exercise of options within 60 days of the date hereof, over which the Reporting Persons may be deemed to have shared voting power pursuant to a Voting Agreement, dated as of August 30, 2006, among the Reporting Persons, the Issuer and Mr. Yang, under which Mr. Yang agrees to vote all shares of the common stock of the Issuer owned by him to ensure that nominees of the Reporting Persons are elected to the Board of Directors of Issuer. The Reporting Persons expressly disclaim beneficial ownership of the shares beneficially owned by Mr. Yang.
(2)
Based on 16,600,451 outstanding shares of the common stock of the Issuer, as set forth in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2006.
 

 
Cusip No. 41145W109
  
Page 6 of 10 Pages
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Citadel Wellington LLC
 
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
     
 
3.
SEC Use Only
  
     
 
4.
Source of Funds (See Instructions) AF
 
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
     
 
6.
Citizenship or Place of Organization   Deleware
      
   
 
7. 
 
Sole Voting Power   0
 
     
   
8. 
 
Shared Voting Power 11,653,043 shares(1)
 
     
   
9. 
 
Sole Dispositive Power   0
 
     
   
10. 
Shared Dispositive Power   1,895,543 shares
     
     
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person See Row 8 above. 
 
     
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     
 
13.
 
Percent of Class Represented by Amount in Row (11)     63.0%(2) 
 
     
 
14.
 
Type of Reporting Person (See Instructions)   OO; HC 
 
  
 
(1)
Based on the number of shares owned by the Reporting Persons as of the filing date of this Third Amendment. Includes 9,757,500 shares of the common stock of Issuer beneficially owned by Tianfu Yang, including 7,500 shares that Mr. Yang may acquire upon exercise of options within 60 days of the date hereof, over which the Reporting Persons may be deemed to have shared voting power pursuant to a Voting Agreement, dated as of August 30, 2006, among the Reporting Persons, the Issuer and Mr. Yang, under which Mr. Yang agrees to vote all shares of the common stock of the Issuer owned by him to ensure that nominees of the Reporting Persons are elected to the Board of Directors of Issuer. The Reporting Persons expressly disclaim beneficial ownership of the shares beneficially owned by Mr. Yang.
(2)
Based on 16,600,451 outstanding shares of the common stock of the Issuer, as set forth in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2006
 
 
Cusip No. 41145W109
  
Page 7 of 10 Pages
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Citadel Kensington Global Strategies Fund Ltd.
  
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
     
 
3.
SEC Use Only
  
     
 
4.
Source of Funds (See Instructions) AF
 
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
     
 
6.
Citizenship or Place of Organization   Bermuda
      
   
 
7. 
 
Sole Voting Power   0
 
     
   
8. 
 
Shared Voting Power 11,653,043 shares(1)
 
     
   
9. 
 
Sole Dispositive Power   0
 
     
   
10. 
Shared Dispositive Power   1,895,543 shares
     
     
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person See Row 8 above. 
 
     
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     
 
13.
 
Percent of Class Represented by Amount in Row (11)     63.0%(2) 
 
     
 
14.
 
Type of Reporting Person (See Instructions)   CO; HC 
 
 
(1)
Based on the number of shares owned by the Reporting Persons as of the filing date of this Third Amendment. Includes 9,757,500 shares of the common stock of Issuer beneficially owned by Tianfu Yang, including 7,500 shares that Mr. Yang may acquire upon exercise of options within 60 days of the date hereof, over which the Reporting Persons may be deemed to have shared voting power pursuant to a Voting Agreement, dated as of August 30, 2006, among the Reporting Persons, the Issuer and Mr. Yang, under which Mr. Yang agrees to vote all shares of the common stock of the Issuer owned by him to ensure that nominees of the Reporting Persons are elected to the Board of Directors of Issuer. The Reporting Persons expressly disclaim beneficial ownership of the shares beneficially owned by Mr. Yang.
(2)
Based on 16,600,451 outstanding shares of the common stock of the Issuer, as set forth in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2006.
 
 
Cusip No. 41145W109
  
Page 8 of 10 Pages
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
   
Citadel Equity Fund Ltd.
 
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
x
   
(b)
o
 
     
 
3.
SEC Use Only
 
     
 
4.
Source of Funds (See Instructions) WC
  
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
     
 
6.
Citizenship or Place of Organization   Cayman Islands
       
   
 
7. 
 
Sole Voting Power   0
 
     
   
8. 
 
Shared Voting Power 11,653,043 shares(1)
 
     
   
9. 
 
Sole Dispositive Power   0
 
     
   
10. 
Shared Dispositive Power   1,895,543 shares
     
     
 
11.
 
Aggregate Amount Beneficially Owned by Each Reporting Person See Row 8 above. 
 
     
 
12.
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
     
 
13.
 
Percent of Class Represented by Amount in Row (11)     63.0%(2) 
 
     
 
14.
 
Type of Reporting Person (See Instructions)   CO
 
 
(1)
Based on the number of shares owned by the Reporting Persons as of the filing date of this Third Amendment. Includes 9,757,500 shares of the common stock of Issuer beneficially owned by Tianfu Yang, including 7,500 shares that Mr. Yang may acquire upon exercise of options within 60 days of the date hereof, over which the Reporting Persons may be deemed to have shared voting power pursuant to a Voting Agreement, dated as of August 30, 2006, among the Reporting Persons, the Issuer and Mr. Yang, under which Mr. Yang agrees to vote all shares of the common stock of the Issuer owned by him to ensure that nominees of the Reporting Persons are elected to the Board of Directors of Issuer. The Reporting Persons expressly disclaim beneficial ownership of the shares beneficially owned by Mr. Yang.
(2)
Based on 16,600,451 outstanding shares of the common stock of the Issuer, as set forth in the Issuer’s Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2006.

 
Cusip No. 41145W109
  
Page 9 of 10 Pages
 
This Amendment No. 3 (this “Third Amendment”) amends the Schedule 13D filed on September 11, 2006 (the “Original Schedule 13D”), as amended by Amendment No. 1, filed on November 29, 2006 (the “First Amendment” and Amendment No. 2, filed on November 29, 2006 (the “Second Amendment” and, together with the Original Schedule 13D and the First Amendment, the “Schedule 13D”), by Citadel Limited Partnership, an Illinois limited partnership (“CLP”), Citadel Investment Group, L.L.C., a Delaware limited liability company (“CIG”), Citadel Investment Group (Hong Kong) Limited, a Hong Kong company (“CIGHK”), Kenneth Griffin, a natural person (“Griffin”), Citadel Wellington LLC, a Delaware limited liability company (“CW”), Citadel Kensington Global Strategies Fund Ltd., a Bermuda company (“CKGSF”), and Citadel Equity Fund Ltd., a Cayman Islands Company (“CEF” and, collectively, together with CLP, CIG, CIGHK, Griffin, CW and CKGSF, the “Reporting Persons”), with respect to shares of Common Stock, $0.00001 par value (the “Common Stock”) of Harbin Electric, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at No. 9, Ha Ping Xi Lu, Ha Ping Lu Ji Zhong Qu, Harbin Kai Fa Qu, Harbin, 150060, China. Capitalized terms used but not defined herein shall have the same meanings ascribed to such terms in the Schedule 13D. Except as specifically amended and supplemented by this Third Amendment, all other provisions of the Schedule 13D shall remain in full force and effect.
 
Item 4.
Purpose of Transaction
   
This Amendment amends Item 4 of the Schedule 13D by deleting the last sentence thereto and replacing it with the following text:
 
The Reporting Persons have exercised their right under the Voting Agreement to designate up to two (2) individuals to serve on the Issuer’s Board. Prior to election, the Reporting Persons notified the Issuer that Christopher Hsu and Oliver Weisberg (the “Nominees”) were to be elected to the Board. The Nominees were elected as members of the Board at the Issuer’s annual meeting of shareholders, held on November 17, 2006.
 
Except as set forth herein, the Reporting Persons have no present plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D.
 
 
Cusip No. 41145W109
  
Page 10 of 10 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 6th day of December, 2006

KENNETH GRIFFIN
 
By: /s/ John C. Nagel                                 
   John C. Nagel, attorney-in-fact*
 
CITADEL INVESTMENT GROUP, L.L.C.
 
By: /s/ John C. Nagel                                 
   John C. Nagel, Director and Associate General Counsel
 
CITADEL LIMITED PARTNERSHIP
 
By: Citadel Investment Group, L.L.C.,
its General Partner
 
By: /s/ John C. Nagel                                 
   John C. Nagel, Director and Associate General Counsel
 
CITADEL INVESTMENT GROUP (HONG KONG) LIMITED
 
By: Citadel Investment Group, L.L.C.,
its Sole Shareholder
 
By: /s/ John C. Nagel                                 
   John C. Nagel, Director and Associate General Counsel
CITADEL KENSINGTON GLOBAL
STRATEGIES 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, Director and Associate General Counsel
 
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, Director and Associate General Counsel
 
CITADEL WELLINGTON 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, Director and Associate General Counsel
 
* 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.
 
 
 -----END PRIVACY-ENHANCED MESSAGE-----