0000070858-09-000121 SC 13G/A 1 20090212 20090212 Celanese CORP 0001306830 2820 980420726 DE 1231 SC 13G/A 34 005-80386 09595714 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 BANK OF AMERICA CORP /DE/ 0000070858 6021 560906609 DE 1231 SC 13G/A BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE NC 28255 7043868486 BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE NC 28255 BANKAMERICA CORP/DE/ 19981022 NATIONSBANK CORP 19920703 NCNB CORP 19920107 SC 13G/A 1 celanese.htm CELANESE CORP 13GA1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* celanese corp ___________________________________________________________ (Name of Issuer) COMMON STOCK ___________________________________________________________ (Title of Class of Securities) 150870103 ______________________________ (CUSIP Number) December 31, 2008 ___________________________________________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [X] Rule 13d – 1(b) [ ] Rule 13d – 1(c) [ ] 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 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 150870103 13G Page 2 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Bank of America Corporation 56-0906609 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 8,323,509 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 8,749,475 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,749,475 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.15% 12 TYPE OF REPORTING PERSON (See Instructions) HC -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 3 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): NB Holdings Corporation 56-1857749 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 8,323,509 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 8,749,475 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,749,475 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.15% 12 TYPE OF REPORTING PERSON (See Instructions) HC -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 4 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): BAC North America Holding Company 36-3737560 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 8,320,752 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 8,746,718 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,746,718 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.10% 12 TYPE OF REPORTING PERSON (See Instructions) HC -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 5 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): BANA Holding Corporation 36-2685437 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 8,320,752 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 8,746,718 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,746,718 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.10% 12 TYPE OF REPORTING PERSON (See Instructions) HC -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 6 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Bank of America, NA 94-1687665 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER 201,209 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 8,119,543 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 227,695 WITH 8 SHARED DISPOSITIVE POWER 8,519,023 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,746,718 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.10% 12 TYPE OF REPORTING PERSON (See Instructions) BK -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 7 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Columbia Management Group, LLC 94-1687665 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 8,063,396 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 8,511,853 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,511,853 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.94% 12 TYPE OF REPORTING PERSON (See Instructions) PN -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 8 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Columbia Management Advisors, LLC 94-1687665 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER 7,996,166 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 67,230 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 8,274,285 WITH 8 SHARED DISPOSITIVE POWER 237,568 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,511,853 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.94% 12 TYPE OF REPORTING PERSON (See Instructions) PN -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 9 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Banc of America Securities Holdings Corporation 56-2103478 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 2,757 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 0 WITH 8 SHARED DISPOSITIVE POWER 2,757 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,757 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .002% 12 TYPE OF REPORTING PERSON (See Instructions) HC -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 10 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Banc of America Securities LLC 56-2058405 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER 2,757 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING PERSON 7 SOLE DISPOSITIVE POWER 2,757 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,757 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .002% 12 TYPE OF REPORTING PERSON (See Instructions) BD -------------------------------------------------------------------------------- CUSIP No 150870103 13G Page 11 of 18 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Banc of America Investment Advisors, Inc. 56-2058405 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED 5 SOLE VOTING POWER 0 BY EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 52,368 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,368 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .04% 12 TYPE OF REPORTING PERSON (See Instructions) IA -------------------------------------------------------------------------------- Item 1(a). Name of Issuer: Celanese Corp Item 1(b). Address of Issuer’s Principal Executive Offices: 1601 W. LBJ Freeway Dallas, TX 75234 Item 2(a). Name of Person Filing: Bank of America Corporation NB Holdings Corporation BAC North America Holding Company BANA Holding Corporation Bank of America, N.A. Columbia Management Group, LLC Columbia Management Advisors, LLC Banc of America Securities Holdings Corporation Banc of America Securities LLC Banc of America Investment Advisors, Inc. Item 2(b). Address of Principal Business Office or, if None, Residence: Each Reporting Person has its or his principal business office at 100 North Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte, NC 28255. Item 2(c). Citizenship: Bank of America Corporation Delaware NB Holdings Corporation Delaware BAC North America Holding Company Delaware BANA Holding Corporation Delaware Bank of America, N.A. United States Columbia Management Group, LLC Delaware Columbia Management Advisors, LLC Delaware Banc of America Securities Holdings Corporation Delaware Banc of America Securities LLC Delaware Banc of America Investment Advisors, Inc. Delaware Item 2(d). Title of Class of Securities: Common Stock -------------------------------------------------------------------------------- Item 2(e). CUSIP Number: 150870103 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] Item 4. Ownership: With respect to the beneficial ownership of the reporting person, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference. Item 5. Ownership of 5 Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership or 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 or Control Person: With respect to the beneficial ownership of the reporting person, see Items 5 through 11 of the cover pages to this Schedule 13G, which are incorporated herein by reference. 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 each of the undersigned certifies that, to the best of such undersigned’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not 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. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 2009 Bank of America Corporation NB Holdings Corporation BAC North America Holding Company BANA Holding Corporation Bank of America, N.A. By: /s/ Charles F. Bowman _____________________ Charles F. Bowman Senior Vice President Columbia Management Group, LLC Columbia Management Advisors, LLC By: /s/ Michael A. Jones _____________________ Michael A. Jones President Bank of America Securities Holdings Corporation By: /s/ Robert Qutub _____________________ Robert Qutub President Bank of America Securities LLC By: /s/ Matthew Smith _____________________ Matthew Smith Managing Director Banc of America Investment Advisors, Inc. By: /s/ Daniel S. McNamara __________________ Daniel S. McNamara President -------------------------------------------------------------------------------- Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of to such a statement on Schedule 13G with respect to the common stock of beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G. Dated: February 12, 2009 Bank of America Corporation NB Holdings Corporation BAC North America Holding Company BANA Holding Corporation Bank of America, N.A. By: /s/ Charles F. Bowman _____________________ Charles F. Bowman Senior Vice President Columbia Management Group, LLC Columbia Management Advisors, LLC By: /s/ Michael A. Jones _____________________ Michael A. Jones President Bank of America Securities Holdings Corporation By: /s/ Robert Qutub _____________________ Robert Qutub President Bank of America Securities LLC By: /s/ Matthew Smith _____________________ Matthew Smith Managing Director Banc of America Investment Advisors, Inc. By: /s/ Daniel S. McNamara __________________ Daniel S. McNamara President