0000950123-07-008598 8-K 3 20070612 7.01 8.01 9.01 20070613 20070612 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 07916126 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 y36040e8vk.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): June 12, 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: [ ] 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 7.01 Regulation FD Disclosure On June 12, 2007, Celanese Corporation (the “Company”) issued a press release announcing a temporary shutdown of the acetic acid unit at its Clear Lake, Texas facility. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure. Item 8.01 Other Events On June 12, 2007, the Company announced that initial attempts to repair the acetic acid unit at its Clear Lake, Texas facility were unsuccessful upon restart, and a shutdown will be required for additional repair. The company has informed its acetic acid and derivatives customers that the force majeure previously announced on May 14, 2007 will be extended. Celanese will also expand the force majeure to additional acetyl derivatives products. The Company also announced that its 600,000 metric ton acetic acid facility in Nanjing, China has passed commercial qualification and is currently running at full production rates. The Company expects that sustainable operations at the Clear Lake facility will resume by mid-July 2007. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated June 12, 2007* * In connection with the disclosure set forth in Item 7.01, the information in Item 7.01 of this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including the exhibit attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in Item 7.01 of this Current Report that is required to be disclosed solely by Regulation FD. -------------------------------------------------------------------------------- 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/ Kevin J. Rogan Name: Kevin J. Rogan Title: Assistant Secretary Date: June 12, 2007 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated June 12, 2007* * In connection with the disclosure set forth in Item 7.01, the information in Item 7.01 of this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including the exhibit attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in Item 7.01 of this Current Report that is required to be disclosed solely by Regulation FD. EX-99.1 2 y36040exv99w1.htm EX-99.1: PRESS RELEASE Exhibit 99.1 [[Image Removed: (CELANESE LOGO)]] Celanese Corporation 1601 West LBJ Freeway Dallas, Texas 75234-6034 Celanese Temporarily Ceases Acetic Acid Production at Clear Lake, Texas Facility; Company Reaffirms Full Year Guidance Acetic Acid Plant in Nanjing, China Begins Commercial Production DALLAS, June 12, 2007 — Celanese Corporation (NYSE:CE), a global hybrid chemical company, today announced that initial attempts to repair the acetic acid unit at its Clear Lake, Texas facility were unsuccessful upon restart, and a shutdown will be required for additional repair. The company has informed its acetic acid and derivatives customers that the force majeure previously announced on May 14 will be extended. Celanese will also expand the force majeure to additional acetyl derivatives products. The company also announced that its 600,000 metric ton acetic acid facility in Nanjing, China has passed commercial qualification and is currently running at full production rates. Based upon current expectations that sustainable operations at the Clear Lake facility resume by mid-July, the company continues to expect its full year adjusted earnings to be within its previously announced guidance range of between $2.85 and $3.15 per share. However, the company does expect the outage to have an impact on second quarter results. Adjusted earnings per share in the second quarter are expected to be modestly below the current second quarter 2007 First Call mean estimate. Contacts: Investor Relations Media Mark Oberle Jeremy Neuhart Phone: +1 972 443 4464 Phone: +1 972 443 3750 Telefax: +1 972 332 9373 Telefax: +1 972 443 8519 Email: Mark.Oberle@celanese.com Jeremy.Neuhart@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 $6.7 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 8,900 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. Certain of these risk factors 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. 2