Amended General Statement of Beneficial Ownership
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
Under
the Securities Exchange Act of 1934
(Amendment
No.
8
)*
E*TRADE
Financial Corporation
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
269246104
(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)
May
22, 2008
(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
Rule
13
d-1(e),
13
d-1(f)
or
13
d-1(g),
check
the
following box.
£
Note:
Schedules filed in paper format shall include a signed original and five copies
of
th
e
s
chedule
,
including all exhibits.
See
Rule
13
d
-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).
US1DOCS
6684449v2
|
CUSIP
No.
269246104
|
Page
2
of
15
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Limited Partnership
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
1
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN,
HC
|
||
1
See Items 3 and 5 of Prior Filing (as defined herein).
|
CUSIP
No.
269246104
|
Page 3
of
15
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Investment Group, L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
2
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO,
HC
|
||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Kenneth
Griffin
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
3
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN,
HC
|
||
3
See Items 3 and 5 of Prior Filing (as defined herein).
|
CUSIP
No.
269246104
|
Page 5
of
15
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Equity Fund Ltd.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
4
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Derivatives Group LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
5
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO,
BD
|
||
5 See Items 3 and 5 of Prior Filing (as defined herein).
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Derivatives Trading Ltd.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
6
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
6
See Items 3 and 5 of Prior Filing (as defined herein).
|
CUSIP
No.
269246104
|
Page 8
of
15
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
AC Investments Ltd.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
7
|
||
|
14
|
TYPE
OF REPORTING PERSON
CO
|
||
7 See Items 3 and 5 of Prior Filing (as defined herein).
|
CUSIP
No.
269246104
|
Page 9
of
15
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Advisors LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
8
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO,
HC
|
||
8
See Items 3 and 5 of Prior Filing (as defined herein).
|
CUSIP
No.
269246104
|
Page 10
of
15
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Holdings I LP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
9
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN,
HC
|
||
9
See Items 3 and 5 of Prior Filing (as defined herein).
|
CUSIP
No.
269246104
|
Page 11
of
15
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Holdings II LP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
10
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN,
HC
|
||
10
See Items 3 and 5 of Prior Filing (as defined herein).
|
CUSIP
No.
269246104
|
Page 12
of
15
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Investment Group II, L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
S
(b)
£
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
89,528,542
shares
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
See
Row 8 above.
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See
Row 8 above.
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2
percent
11
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO,
HC
|
||
11
See Items 3 and 5 of Prior Filing (as defined herein).
|
CUSIP
No.
269246104
|
Page 13
of
15
Pages
|
|
ITEM
1.
|
SECURITY
AND ISSUER
|
This
Amendment No. 8 amends the Schedule 13D filed on December 17, 2007 (the
"Original Filing") by Citadel Limited Partnership ("CLP"), Citadel Investment
Group, L.L.C. ("CIG"), Kenneth Griffin ("Griffin"), Citadel Equity Fund Ltd.
("CEF"), Citadel Derivatives Group LLC ("CDG"), Citadel Derivatives Trading
Ltd.
("CDT"), Wingate Capital Ltd., and Citadel AC Investments Ltd. ("CAC") relating
to the Common Stock, $0.01 par value, of E*TRADE Financial Corporation, as
amended by Amendment No. 1 to Schedule 13D filed on January 18, 2008
("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed on February 27,
2008
("Amendment No. 2"), Amendment No. 3 to Schedule 13D filed on March 10, 2008
("Amendment No. 3"), Amendment No. 4 to Schedule 13D filed on April 1, 2008
("Amendment No. 4"), Amendment No. 5 to Schedule 13D filed on April 4, 2008
("Amendment No. 5"), Amendment No. 6 to Schedule 13D filed on May 6, 2008
("Amendment No. 6"), Amendment No. 7 filed on May 14, 2008 ("Amendment No.
8"
and, together with the Original Filing, Amendment No. 1, Amendment No. 2,
Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment
No. 7, the "Prior Filing") by CLP, CIG, Griffin, CEF, CDG, CDT, CAC, Citadel
Advisors LLC ("Citadel Advisors"), Citadel Holdings I LP ("CH-I"), Citadel
Holdings II LP ("CH-II"), and Citadel Investment Group II, L.L.C. ("CIG-II").
Capitalized terms not defined herein shall have the meaning given to them in
the
Prior Filing.
| ITEM 3. |
PURPOSE
OF TRANSACTION
|
Item
3 of
the Prior Filing is amended by adding at the end of the fourth paragraph thereof
the following:
On
May
22, 2008, the Reporting Persons gave the Issuer notice of their request that
46,684,890 shares of Common Stock (constituting the Final Common Stock under
the
Amended Investment Agreement) be issued to CAC. It is expected that the shares
will be delivered to CAC on May 29, 2008.
| ITEM 6. |
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
|
Item
6 of
the Prior Filing is amended by adding after the sixteenth paragraph the
following:
On
May
21, 2008, Wingate and KFIL entered into three additional CDSs with respect
to,
in aggregate, $229,245,000 of the 8% Notes, $124,600,000 of the 7.875% Notes
and
$256,607,000 of the 7.375% Notes. Certain economic terms of the CDSs are subject
to adjustment in accordance with fairness opinions to be obtained by the
parties.
| ITEM 7. |
MATERIAL
TO BE FILED AS EXHIBITS
|
The
following documents are filed as appendices and exhibits (or incorporated by
reference herein):
|
Exhibit
99.21:
|
Trade
confirmations with respect to credit default swaps entered into between
Wingate and KFIL
|
|
CUSIP
No.
269246104
|
Page 14
of
15
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 23
rd
day of
May, 2008
| CITADEL LIMITED PARTNERSHIP | CITADEL INVESTMENT GROUP, L.L.C. | |||
| By: | Citadel Investment Group, L.L.C., | By: | /s/ John C. Nagel | |
| its General Partner | John C. Nagel, Authorized Signatory | |||
| By: | /s/ John C. Nagel | |||
| John C. Nagel, Authorized Signatory | ||||
| CITADEL EQUITY FUND LTD. | CITADEL AC INVESTMENTS LTD. | |||
| By: | Citadel Limited Partnership, | By: | Citadel Limited Partnership, | |
| its Portfolio Manager | its Portfolio Manager | |||
| By: | Citadel Investment Group, L.L.C., | By: | Citadel Investment Group, L.L.C., | |
|
its
General Partner
|
its
General Partner
|
|||
| By: | /s/ John C. Nagel | By: | /s/ John C. Nagel | |
| John C. Nagel, Authorized Signatory | John C. Nagel, Authorized Signatory | |||
| KENNETH GRIFFIN | CITADEL DERIVATIVES GROUP LLC | |||
| By: | /s/ John C. Nagel | By: | Citadel Limited Partnership, | |
|
John
C. Nagel, attorney-in-fact
12
|
its
Managing Member
|
|||
| By: | Citadel Investment Group, L.L.C., | |||
| its General Partner | ||||
| By: | /s/ John C. Nagel | |||
| John C. Nagel, Authorized Signatory | ||||
12 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.
|
CUSIP
No.
269246104
|
Page 15
of
15
Pages
|
| CITADEL DERIVATIVES TRADING LTD. | CITADEL ADVISORS LLC | |||
| By: | Citadel Limited Partnership, | By: | Citadel Holdings II LP, | |
|
its
Portfolio Manager
|
its
managing member
|
|||
| By: | Citadel Investment Group, L.L.C., | By: | Citadel Investment Group II, L.L.C., | |
| its General Partner | its General Partner | |||
| By: | /s/ John C. Nagel | By: | /s/ John C. Nagel | |
| John C. Nagel, Authorized Signatory | John C. Nagel, Authorized Signatory | |||
| CITADEL HOLDINGS I LP | CITADEL HOLDINGS II LP | |||
| By: | Citadel Investment Group II, L.L.C., | By: | Citadel Investment Group II, L.L.C., | |
|
its
General Partner
|
its
General Partner
|
|||
| By: | /s/ John C. Nagel | By: | /s/ John C. Nagel | |
| John C. Nagel, Authorized Signatory | John C. Nagel, Authorized Signatory | |||
| CITADEL INVESTMENT GROUP II, L.L.C. | ||||
| By: | /s/ John C. Nagel | |||
| John C. Nagel, Authorized Signatory | ||||
Exhibit
99.21
|
Date:
|
May
21, 2008
|
|
To:
|
Wingate
Capital Ltd. (“
Wingate
”)
|
|
From:
|
Kensington
Financial Investments Ltd. (“
Kensington
”)
|
|
Re:
|
Credit
Derivative Transaction
|
The
purpose of this letter (this “
Confirmation
”)
is to
confirm the terms and conditions of the Credit Derivative Transaction
entered
into between us on the Trade Date specified below (the “
Transaction
”).
This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master
Agreement specified below.
The
definitions and provisions contained in the 2003 ISDA Credit Derivatives
Definitions as supplemented by the May 2003 Supplement and the 2005 Matrix
Supplement to the 2003 ISDA Credit Derivatives Definitions (as so supplemented,
the “2003 Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA
®
”),
are incorporated into this Confirmation. In the event of any inconsistency
between the 2003 Definitions and this Confirmation, this Confirmation will
govern.
This
Confirmation supplements, forms a part of, and is subject to, the ISDA Master
Agreement dated as of November 29, 2007, as amended and supplemented from time
to time (the “Agreement”), between you and us. All provisions contained in the
Agreement govern this Confirmation except as expressly modified
below.
The
terms of the Transaction to which this Confirmation relates are as
follows:
1.
General
Terms
|
Transaction
Type:
|
North
American Corporate
|
|
|
Trade
Date:
|
May
21, 2008
|
|
|
Effective
Date:
|
May
22, 2008
|
|
|
Scheduled
Termination Date:
|
June
20, 2013
|
|
|
Floating
Rate Payer:
|
Kensington
|
|
|
Fixed
Rate Payer:
|
Wingate
|
|
|
Calculation
Agent:
|
Citadel
Limited Partnership
|
|
|
Calculation
Agent City:
|
Chicago
|
|
|
Reference
Entity:
|
E*Trade
Financial Corporation
|
|
|
Reference
Obligation(s):
|
The
obligation(s) identified as follows:
|
|
|
Maturity:
|
September
15, 2013
|
|
|
Coupon:
|
7
3/8%
|
|
|
CUSIP:
|
269246AM6
|
|
2.
Fixed
Payments
|
Fixed
Rate Payer Payment Date(s):
|
Each
of March 20, June 20, September 20 and December 20 in each year,
commencing on September 20, 2008 and ending on and including the
earlier
to occur of the Scheduled Termination Date and the Termination
Date.
|
|
Preliminary
Fixed Rate:
|
6.40%
|
|
|
Fixed
Rate:
|
T
he
Preliminary Fixed Rate was calculated by the Calculation Agent utilizing
a
fair market value with respect to the Reference Security as of the
Trade
Date. The Preliminary Fixed Rate shall be subject to adjustment as
follows:
|
|
|
As
soon as reasonably practicable following the Trade Date the Calculation
Agent shall solicit a fairness opinion as to the Preliminary Fixed
Rate
from an internationally recognized expert in the valuation of the
Reference Obligation. The fairness opinion shall specify a range
(the
“
Fairness
Fixed Rate Range
”)
within which the Preliminary Fixed Rate must fall in order to be
subject
to such fairness opinion.
|
||
|
(a)
If the Preliminary Fixed Rate is within the Fairness Fixed Rate Range,
the
Preliminary Fixed Rate shall be the Fixed Rate with respect to this
Transaction.
|
||
|
(b)
If the Preliminary Fixed Rate is not within the Fairness Fixed Rate
Range,
the Calculation Agent shall adjust the Preliminary Fixed Rate by
an amount
(which may be a positive or negative amount) (the “
Adjustment
Amount
”)
equal to the amount required such that the aggregate of the Preliminary
Fixed Rate and the Adjustment Amount (the “
Adjusted
Preliminary Fixed Rate
”)
is an amount equal to the median of the Fairness Fixed Rate Range,
and the
Adjusted Preliminary Fixed Rate shall be the Fixed Rate with respect
to
this Transaction.
|
3.
Floating
Payment
|
Floating
Rate Payer Calculation Amount:
|
USD
214,000,000
|
4.
Credit
Events
|
Restructuring:
|
Not
Applicable
|
5.
Notice
and Account Details:
|
Notice
and Account Details for Wingate:
|
To
be provided.
|
|
Notice
and Account Details for Kensington:
|
To
be provided.
|
7.
Additional
Terms:
|
Deliverable
Obligation Category:
|
Reference
Obligation Only
|
Please
confirm your agreement to be bound by the terms of the foregoing by executing
a
copy of this Confirmation and returning it to us.
|
Yours
sincerely,
|
||
|
KENSINGTON
FINANCIAL INVESTMENTS LTD.
|
||
|
By:
Citadel Limited Partnership, portfolio manager
|
||
|
By:
|
/s/Christopher
L. Ramsay
___
|
|
|
Name:
Christopher L. Ramsay
|
||
|
Title:
Authorized Signatory
|
||
Confirmed
as of the date first above written:
|
WINGATE
CAPITAL LTD.
|
|
|
By:
Citadel Limited Partnership, portfolio manager
|
|
|
|
|
|
By:
|
/s/Christopher
L. Ramsay
____
|
|
Name:
Christopher L. Ramsay
|
|
|
Title:
Authorized Signatory
|
|
|
Date:
|
May
21, 2008
|
|
To:
|
Wingate
Capital Ltd. (“
Wingate
”)
|
|
From:
|
Kensington
Financial Investments Ltd. (“
Kensington
”)
|
|
Re:
|
Credit
Derivative Transaction
|
The
purpose of this letter (this “
Confirmation
”)
is to
confirm the terms and conditions of the Credit Derivative Transaction
entered
into between us on the Trade Date specified below (the “
Transaction
”).
This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master
Agreement specified below.
The
definitions and provisions contained in the 2003 ISDA Credit Derivatives
Definitions as supplemented by the May 2003 Supplement and the 2005 Matrix
Supplement to the 2003 ISDA Credit Derivatives Definitions (as so supplemented,
the “2003 Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA
®
”),
are incorporated into this Confirmation. In the event of any inconsistency
between the 2003 Definitions and this Confirmation, this Confirmation will
govern.
This
Confirmation supplements, forms a part of, and is subject to, the ISDA Master
Agreement dated as of November 29, 2007, as amended and supplemented from time
to time (the “Agreement”), between you and us. All provisions contained in the
Agreement govern this Confirmation except as expressly modified
below.
The
terms of the Transaction to which this Confirmation relates are as
follows:
1.
General
Terms
|
Transaction
Type:
|
North
American Corporate
|
|
|
Trade
Date:
|
May
21, 2008
|
|
|
Effective
Date:
|
May
22, 2008
|
|
|
Scheduled
Termination Date:
|
June
20, 2015
|
|
|
Floating
Rate Payer:
|
Kensington
|
|
|
Fixed
Rate Payer:
|
Wingate
|
|
|
Calculation
Agent:
|
Citadel
Limited Partnership
|
|
|
Calculation
Agent City:
|
Chicago
|
|
|
Reference
Entity:
|
E*Trade
Financial Corporation
|
|
|
Reference
Obligation(s):
|
The
obligation(s) identified as follows:
|
|
|
Maturity:
|
September
15, 2015
|
|
|
Coupon:
|
7
7/8%
|
|
|
CUSIP:
|
269246AP9
|
|
2.
Fixed
Payments
|
Fixed
Rate Payer Payment Date(s):
|
Each
of March 20, June 20, September 20 and December 20 in each year,
commencing on September 20, 2008 and ending on and including the
earlier
to occur of the Scheduled Termination Date and the Termination
Date.
|
|
Preliminary
Fixed Rate:
|
6.00%
|
|
|
Fixed
Rate:
|
T
he
Preliminary Fixed Rate was calculated by the Calculation Agent utilizing
a
fair market value with respect to the Reference Security as of the
Trade
Date. The Preliminary Fixed Rate shall be subject to adjustment as
follows:
|
|
|
As
soon as reasonably practicable following the Trade Date the Calculation
Agent shall solicit a fairness opinion as to the Preliminary Fixed
Rate
from an internationally recognized expert in the valuation of the
Reference Obligation. The fairness opinion shall specify a range
(the
“
Fairness
Fixed Rate Range
”)
within which the Preliminary Fixed Rate must fall in order to be
subject
to such fairness opinion.
|
||
|
(a)
If the Preliminary Fixed Rate is within the Fairness Fixed Rate Range,
the
Preliminary Fixed Rate shall be the Fixed Rate with respect to this
Transaction.
|
||
|
(b)
If the Preliminary Fixed Rate is not within the Fairness Fixed Rate
Range,
the Calculation Agent shall adjust the Preliminary Fixed Rate by
an amount
(which may be a positive or negative amount) (the “
Adjustment
Amount
”)
equal to the amount required such that the aggregate of the Preliminary
Fixed Rate and the Adjustment Amount (the “
Adjusted
Preliminary Fixed Rate
”)
is an amount equal to the median of the Fairness Fixed Rate Range,
and the
Adjusted Preliminary Fixed Rate shall be the Fixed Rate with respect
to
this Transaction.
|
3.
Floating
Payment
|
Floating
Rate Payer Calculation Amount:
|
USD
97,000,000
|
4.
Credit
Events
|
Restructuring:
|
Not
Applicable
|
5.
Notice
and Account Details:
|
Notice
and Account Details for Wingate:
|
To
be provided.
|
|
Notice
and Account Details for Kensington:
|
To
be provided.
|
7.
Additional
Terms:
|
Deliverable
Obligation Category:
|
Reference
Obligation Only
|
Please
confirm your agreement to be bound by the terms of the foregoing by executing
a
copy of this Confirmation and returning it to us.
|
Yours
sincerely,
|
||
|
KENSINGTON
FINANCIAL INVESTMENTS LTD.
|
||
|
By:
Citadel Limited Partnership, portfolio manager
|
||
|
By:
|
/s/Christopher
L. Ramsay
____
|
|
|
Name:
Christopher L. Ramsay
|
||
|
Title:
Authorized Signatory
|
||
Confirmed
as of the date first above written:
|
WINGATE
CAPITAL LTD.
|
|
|
By:
Citadel Limited Partnership, portfolio manager
|
|
|
|
|
|
By:
|
/s/Christopher
L. Ramsay
____
|
|
Name:
Christopher L. Ramsay
|
|
|
Title:
Authorized Signatory
|
|
|
Date:
|
May
21, 2008
|
|
To:
|
Wingate
Capital Ltd. (“
Wingate
”)
|
|
From:
|
Kensington
Financial Investments Ltd. (“
Kensington
”)
|
|
Re:
|
Credit
Derivative Transaction
|
The
purpose of this letter (this “
Confirmation
”)
is to
confirm the terms and conditions of the Credit Derivative Transaction
entered
into between us on the Trade Date specified below (the “
Transaction
”).
This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master
Agreement specified below.
The
definitions and provisions contained in the 2003 ISDA Credit Derivatives
Definitions as supplemented by the May 2003 Supplement and the 2005 Matrix
Supplement to the 2003 ISDA Credit Derivatives Definitions (as so supplemented,
the “2003 Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA
®
”),
are incorporated into this Confirmation. In the event of any inconsistency
between the 2003 Definitions and this Confirmation, this Confirmation will
govern.
This
Confirmation supplements, forms a part of, and is subject to, the ISDA Master
Agreement dated as of November 29, 2007, as amended and supplemented from time
to time (the “Agreement”), between you and us. All provisions contained in the
Agreement govern this Confirmation except as expressly modified
below.
The
terms of the Transaction to which this Confirmation relates are as
follows:
1.
General
Terms
|
Transaction
Type:
|
North
American Corporate
|
|
Trade
Date:
|
May
21, 2008
|
|
Effective
Date:
|
May
22, 2008
|
|
Scheduled
Termination Date:
|
March
20, 2011
|
|
Floating
Rate Payer:
|
Kensington
|
|
Fixed
Rate Payer:
|
Wingate
|
|
Calculation
Agent:
|
Citadel
Limited Partnership
|
|
Calculation
Agent City:
|
Chicago
|
|
Reference
Entity:
|
E*Trade
Financial Corporation
|
|
Reference
Obligation(s):
|
The
obligation(s) identified as follows:
|
|
|
Maturity:
June 15, 2011
|
|
|
Coupon:
8%
|
|
|
CUSIP:
269246AF1
|
2.
Fixed
Payments
|
Fixed
Rate Payer Payment Date(s):
|
Each
of March 20, June 20, September 20 and December 20 in each year,
commencing on September 20, 2008 and ending on and including the
earlier
to occur of the Scheduled Termination Date and the Termination
Date.
|
|
Preliminary
Fixed Rate:
|
6.80%
|
|
|
Fixed
Rate:
|
T
he
Preliminary Fixed Rate was calculated by the Calculation Agent utilizing
a
fair market value with respect to the Reference Security as of the
Trade
Date. The Preliminary Fixed Rate shall be subject to adjustment as
follows:
|
|
|
As
soon as reasonably practicable following the Trade Date the Calculation
Agent shall solicit a fairness opinion as to the Preliminary Fixed
Rate
from an internationally recognized expert in the valuation of the
Reference Obligation. The fairness opinion shall specify a range
(the
“
Fairness
Fixed Rate Range
”)
within which the Preliminary Fixed Rate must fall in order to be
subject
to such fairness opinion.
|
||
|
(a)
If the Preliminary Fixed Rate is within the Fairness Fixed Rate Range,
the
Preliminary Fixed Rate shall be the Fixed Rate with respect to this
Transaction.
|
||
|
(b)
If the Preliminary Fixed Rate is not within the Fairness Fixed Rate
Range,
the Calculation Agent shall adjust the Preliminary Fixed Rate by
an amount
(which may be a positive or negative amount) (the “
Adjustment
Amount
”)
equal to the amount required such that the aggregate of the Preliminary
Fixed Rate and the Adjustment Amount (the “
Adjusted
Preliminary Fixed Rate
”)
is an amount equal to the median of the Fairness Fixed Rate Range,
and the
Adjusted Preliminary Fixed Rate shall be the Fixed Rate with respect
to
this Transaction.
|
3.
Floating
Payment
Floating
Rate Payer Calculation
Amount:
USD
220,000,000
4.
Credit
Events
Restructuring:
Not
Applicable
5.
Notice
and Account Details:
|
Notice
and Account Details for Wingate:
|
To
be provided.
|
|
|
Notice
and Account Details for Kensington:
|
To
be provided.
|
7.
Additional
Terms:
Deliverable
Obligation
Category:
Reference
Obligation Only
Please
confirm your agreement to be bound by the terms of the foregoing by executing
a
copy of this Confirmation and returning it to us.
|
Yours
sincerely,
|
||
|
KENSINGTON
FINANCIAL INVESTMENTS LTD.
|
||
|
By:
Citadel Limited Partnership, portfolio manager
|
||
|
By:
|
/s/Christopher
L. Ramsay
____
|
|
|
Name:
Christopher L. Ramsay
|
||
|
Title:
Authorized Signatory
|
||
Confirmed
as of the date first above written:
|
WINGATE
CAPITAL LTD.
|
|
|
By:
Citadel Limited Partnership, portfolio manager
|
|
|
|
|
|
By:
|
/s/Christopher
L. Ramsay
____
|
|
Name:
Christopher L. Ramsay
|
|
|
Title:
Authorized Signatory
|
|