UNITED STATES
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): July 8, 2009
CELANESE CORPORATION
(Exact Name of Registrant as Specified in Charter)
         
DELAWARE   001-32410   98-0420726
         
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 2.05   Costs Associated with Exit or Disposal Activities
     On July 8, 2009, Celanese Corporation (the “Company”) announced that its wholly-owned French subsidiary, Acetex Chimie, has completed the consultation procedure with the workers council on its “Project of Closure” and social plan related to the Company’s Pardies, France facility pursuant to which the Company announced its formal intent to cease all of its manufacturing operations there and its associated activities.
     As a result of the Project of Closure, the Company expects to record exit costs of approximately $90-100 million, primarily in the second half of 2009, consisting of approximately $70 million in personnel-related exit costs and approximately $20-$30 million of other facility-related shutdown costs, which include demolition, remediation, contract termination costs and accelerated depreciation of fixed assets. The Company expects that substantially all of the exit costs (except for accelerated depreciation of fixed assets) will result in future cash expenditures. Cash outflows will occur over a two-year period.
      The information in this Item 2.05 contains certain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, expected future cost associated with the closure of the Pardies, France facility and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in herein. Numerous factors, many of which are beyond the company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed in under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 with the Securities and Exchange Commission on February 13, 2009. Any forward-looking statement speaks only as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of anticipated or unanticipated events or circumstances.
Item 8.01   Other Information
     On July 8, 2009 the Company issued a press release announcing the matters described in Item 2.05 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01   Financial Statements and Exhibits.
     (d) Exhibits
         
Exhibit Number   Description
       
 
  99.1    
Press Release dated July 8, 2009.

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SIGNATURE
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:   Senior Vice President and
Chief Financial Officer 		 
 
Date: July 8, 2009

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EXHIBIT INDEX
         
Exhibit Number   Description
       
 
  99.1    
Press Release dated July 8, 2009.

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Exhibit 99.1
(CELANESE CORPORATION LOGO)
     
 
  Celanese Corporation
 
  1601 West LBJ Freeway
 
  Dallas, Texas 75234-6034
News Release
Celanese to Shut Down Pardies Operations
Consultation Procedure with Acetex Chimie Workers Council Finalized
DALLAS and PARDIES, France — July 8, 2009 — Acetex Chimie, a subsidiary of Celanese Corporation (NYSE:CE), a leading, global chemical company, today announced it has completed the consultation procedure with the workers council on the Acetex Chimie “Project of Closure” and social plan, initiated on March 23, 2009, whereby the company announced its formal intent to cease all manufacturing operations and associated activities of Acetex Chimie.
Acetex Chimie has agreed with the workers council on a set of measures of assistance aimed at minimizing the effects of the plant’s closing on the Acetex Chimie workforce, including notably training, outplacement and severance.
As a result of the Pardies Project of Closure, Celanese expects to record exit cost expenses of approximately US$90-100 million primarily in the second half of 2009. These expenses will be excluded from the company’s adjusted earnings per share and operating EBITDA performance measures. Cash outflows will occur over a two-year period.
The social plan notes that all acetic acid and vinyl acetate monomer production operations at the Pardies, France, site are expected to cease by December 2009.
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Media Contacts for Celanese Corporation:
Media Relations — France
Marion Goeusse
Publicis Consultants
Tel : +33 (0)1 57 32 86 24
Port : +33 (0)6 74 73 09 93
         
Additional Contacts:
       
 
       
Investor Relations
  Media — Americas   Media — Europe
Mark Oberle
  Travis Jacobsen   Jens Kurth
Phone: +1 972 443 4464
  Phone: +1 972 443 3750   Phone: +49-(0) 69-305-7137
Telefax: +1 972 332 9373
  Telefax: +1 972 443 8519   Telefax: +49-(0) 69-305-36787
Mark.Oberle@celanese.com
  William.Jacobsen@celanese.com   J.Kurth@celanese.com

 

 

About Celanese
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 $6.8 billion in 2008, with approximately 65% 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 8,000 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com .
Forward-Looking Statements
This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this release. Numerous factors, many of which are beyond the company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. These factors include the inability to obtain regulatory approvals of the transaction and satisfy conditions on the proposed terms and schedule and the possibility that the transaction does not close. Other risk factors include those that are discussed in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances