-----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, HZ8lMVLb0LirVroYJMvML+W8M5cVpkSpqghl+4O9X92yljxl1SJh/UyVRUtLIRhY YJHQrdg1hi9ylCkGE180WQ== 0001144204-06-007505.txt : 20060224 0001144204-06-007505.hdr.sgml : 20060224 20060223182819 ACCESSION NUMBER: 0001144204-06-007505 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060224 DATE AS OF CHANGE: 20060223 GROUP MEMBERS: CITADEL EQUITY FUND LTD. 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: Morgans Hotel Group Co. CENTRAL INDEX KEY: 0001342126 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 161736884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81634 FILM NUMBER: 06640630 BUSINESS ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-277-4100 MAIL ADDRESS: STREET 1: 475 TENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 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 13G 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 13G 1 v036412_sc13g.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
 
 
Morgans Hotel Group Co.
 
(Name of Issuer)
 
 
Common Stock
 
(Title of Class of Securities)
 
 
61748W108
 
(CUSIP Number)
 
 
February 16, 2006
 
Date of Event Which Requires Filing of the Statement
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
 
x Rule 13d-1(c)
 
o Rule 13d-1(d)
 
*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).
 
Page 1 of 12


Cusip No. 61748W108
13G
Page 2 of 12 Pages

 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Limited Partnership
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) :
(b) 9
 
3.
 
SEC USE ONLY
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois limited partnership
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,926,275 shares
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          9
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.8% as of the date of this filing
 
12.
 
 
TYPE OF REPORTING PERSON
PN; HC
 
 
Page 2 of 12


Cusip No. 61748W108
13G
Page 3 of 12 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Investment Group, L.L.C.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) :
(b) 9
 
3.
 
SEC USE ONLY
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,926,275 shares
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          9
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.8% as of the date of this filing
 
12.
 
 
TYPE OF REPORTING PERSON
OO; HC
 
 
Page 3 of 12


Cusip No. 61748W108
13G
Page 4 of 12 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Kenneth Griffin
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) :
(b) 9
 
3.
 
SEC USE ONLY
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,926,275 shares
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          9
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.8% as of the date of this filing
 
12.
 
 
TYPE OF REPORTING PERSON
IN; HC
 
 
Page 4 of 12


Cusip No. 61748W108
13G
Page 5 of 12 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Wellington LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) :
(b) 9
 
3.
 
SEC USE ONLY
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited liability company 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,926,275 shares
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES         9
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.8% as of the date of this filing
 
12.
 
 
TYPE OF REPORTING PERSON
OO; HC
 

Page 5 of 12


Cusip No. 61748W108
13G
Page 6 of 12 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Kensington Global Strategies Fund Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) :
(b) 9
 
3.
 
SEC USE ONLY
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda company
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,926,275 shares
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          9
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.8% as of the date of this filing
 
12.
 
 
TYPE OF REPORTING PERSON
 CO; HC 
 
 
Page 6 of 12


Cusip No. 61748W108
13G
Page 7 of 12 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Equity Fund Ltd.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) :
(b) 9
 
3.
 
SEC USE ONLY
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands company
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
1,926,275 shares
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES          9
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Approximately 5.8% as of the date of this filing
 
 
12.
 
 
TYPE OF REPORTING PERSON
CO

Page 7 of 12


Cusip No. 61748W108
13G
Page 8 of 12 Pages
 


Item 1(a) Name of Issuer: MORGANS HOTEL GROUP CO.
 
1(b) Address of Issuer’s Principal Executive Offices:
 
475 Tenth Avenue
New York, NY 10018

Item 2(a) Name of Person Filing
 
Item 2(b) Address of Principal Business Office
 
Item 2(c) Citizenship
 
Citadel Limited Partnership
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Illinois limited partnership
 
Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Delaware limited liability company
 
Kenneth Griffin
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
U.S. Citizen
 
Citadel Wellington LLC
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Delaware limited liability company


Page 8 of 12


Cusip No. 61748W108
13G
Page 9 of 12 Pages
 
Citadel Kensington Global Strategies Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Bermuda company
 
Citadel Equity Fund Ltd.
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street
32nd Floor
Chicago, Illinois 60603
Cayman Islands company

 
2(d) Title of Class of Securities:
 
Common Stock, par value $.01 per share
 
2(e) CUSIP Number:   61748W108
 
Item 3  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
o
Broker or dealer registered under Section 15 of the Exchange Act;
 
 
(b)
o
Bank as defined in Section 3(a)(6) of the Exchange Act;
 
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act;
 
 
(e)
o
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
(f)
o
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
o
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
 
Page 9 of 12


Cusip No. 61748W108
13G
Page 10 of 12 Pages
 
If this statement is filed pursuant to Rule 13d-1(c), check this box. :
 
Item 4  Ownership:
 
CITADEL LIMITED PARTNERSHIP
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON LLC
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.

(a)     Amount beneficially owned:
 
1,926,275 shares
 
(b)     Percent of Class: 
 
Approximately 5.8% as of the date of this filing
 
(c)     Number of shares as to which such person has:
 
(i)      sole power to vote or to direct the vote:
 
     
0
 
(ii)     shared power to vote or to direct the vote:
 
  See Item 4(a) above.
 
(iii)    sole power to dispose or to direct the disposition of:
 
     
0
 
(iv)    shared power to dispose or to direct the disposition of:
 
  See Item 4(a) above.
 
Item 5 Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

See Item 2 above.
 
Page 10 of 12

 
Cusip No. 61748W108
13G
Page 11 of 12 Pages
 
Item 8 Identification and Classification of Members of the Group:

Not Applicable.

Item 9 Notice of Dissolution of Group:

Not Applicable.

Item 10 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney filed concurrently herewith.
 
Page 11 of 12

 
Cusip No. 61748W108
13G
Page 12 of 12 Pages

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 23rd day of February, 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 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
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

Page 12 of 12

 

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints John Nagel as the undersigned’s true and lawful authorized representative and attorney-in-fact to execute for and on behalf of the undersigned and to file with the United States Securities and Exchange Commission and any other authority: (1) any Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms 3, 4 and 5 or Schedule 13D or 13G, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 15, 2006.



/s/ Kenneth Griffin                                
Kenneth Griffin
 
 

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