0000950123-07-001605 8-K 3 20070208 5.02 5.03 8.01 9.01 20070209 20070208 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 07593908 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 8-K 1 y30207e8vk.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2007 CELANESE CORPORATION (Exact Name of Registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (972) 443-4000 Not Applicable (Former name or former address, if changed since last report): Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 5.02(b) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Celanese Corporation (the “Company”) announced on February 8, 2007 that David N. Weidman, its President and Chief Executive Officer, was appointed Chairman of the Board of Directors, replacing Chinh E. Chu. Mr. Chu will remain a member of the Board of Directors, and Mr. Weidman will retain his role as President and Chief Executive Officer. In addition, as a result of the Blackstone Group’s reduced ownership position in the Company, Benjamin J. Jenkins, senior managing director of the Blackstone Group, will resign his position on the Board of Directors effective as of the date of the Company’s annual shareholders meeting to be held on April 26, 2007, thereby reducing the number of members of the Board of Directors from eleven to ten. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year To reflect the disbanding of the Executive Committee described below under Item 8.01, the Board of Directors approved an amendment to the Company’s Bylaws, effective as of February 8, 2007, that eliminated all references to the “Executive Committee.” Item 8.01 Other Events At its regular meeting held on February 8, 2007, the Board of Directors approved disbanding the Executive Committee of the Board of Directors, effective immediately. Item 9.01 Financial Statements and Exhibits. Exhibits Exhibit Number Description 99.1 Press Release dated February 8, 2007 -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELANESE CORPORATION By: /s/ Steven M. Sterin Name: Steven M. Sterin Title: Vice President and Corporate Controller Date: February 8, 2007 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated February 8, 2007 EX-99.1 2 y30207exv99w1.htm EX-99.1: PRESS RELEASE [[Image Removed: (CELANESE LOGO)]] Investor News Release Celanese Corporation Investor Relations 1601 West LBJ Freeway Dallas, Texas 75234-6034 Mark Oberle Phone: +1 972 443 4464 Fax: +1 972 332 9373 mark.oberle@celanese.com Celanese Board of Directors Appoints David Weidman as Chairman of the Board DALLAS, February 8, 2007 — The board of directors of Celanese Corporation (NYSE:CE) announced today that it has appointed David N.Weidman, president and chief executive officer of Celanese Corporation, as chairman of the board replacing Chinh E. Chu. Chu resigned as chairman but will remain on the board of directors. Weidman will continue his role as the company’s president and chief executive officer. These changes became effective at a meeting of the board of directors held on February 8. Weidman has been president and chief executive officer and a member of the board of directors since December 2004. Until October 2004, Weidman was a member of the board of management of Celanese AG and served as its vice chairman since September 2003 and as its chief operating officer since January 2002. He joined Celanese AG in September 2000 as chief executive officer of Celanese Chemicals. As a result of its reduced ownership position, The Blackstone Group will reduce its representation on the Celanese board of directors. Benjamin J. Jenkins, senior managing director, The Blackstone Group, will resign his Celanese board position effective April 26, 2007, the date of the company’s annual meeting of shareholders, reducing the number of directors on the board from 11 to 10. As a global leader in the chemicals industry, Celanese Corporation makes products essential to everyday living. Our products, found in consumer and industrial applications, are manufactured in North America, Europe and Asia. Net sales totaled $6.7 billion in 2006, with over 60% generated outside of North America. Known for operational excellence and execution of its business strategies, Celanese delivers value to customers around the globe with innovations and best-in-class technologies. Based in Dallas, Texas, the company employs approximately 8,900D employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com.