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
DELAWARE 001-32410 98-0420726
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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1601 West LBJ Freeway, Dallas, Texas 75234-6034
(Address of Principal Executive Offices) (Zip Code)
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 8.01 Other Events.
On March 8, 2005, Celanese Corporation (the "Company") issued a press release announcing that it has declared a special cash dividend and a special stock dividend to holders of the Company's Series B common stock of record as of March 8, 2005. The dividends were declared in accordance with the company's previous disclosure in its registration statement on Form S-1 filed with the Securities and Exchange Commission in connection with the company's IPO on January 21, 2005. The cash dividend, in the amount of $803,594,144.00, is payable on April 7, 2005, and the stock dividend of 7,500,000 shares of the company's Series A common stock is payable on March 9, 2005. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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99.1 Press Release dated March 8, 2005
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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/ Corliss J. Nelson
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Name: Corliss J. Nelson
Title: Executive Vice President and
Chief Financial Officer
Date: March 9, 2005
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Exhibit Index
Exhibit Number Description
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99.1 Press Release dated March 8, 2005
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Exhibit 99.1
Media Relations Celanese [LOGO]
Celanese Corporation
Press Information 1601 West LBJ Freeway
Dallas, TX 75234
U.S.A.
Celanese Corporation Declares Cash and Stock Dividends to
Holders of Series B Common Stock
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DALLAS, March 9, 2005 -- In accordance with its previously disclosed intentions, Celanese Corporation (NYSE:CE) announced that its Board of Directors yesterday declared a special cash dividend and special stock dividend to the holders of its Series B common stock of record as of March 8, 2005. The cash dividend, in the amount of $803,594,144.00, is payable on April 7, 2005. The stock dividend of 7,500,000 shares of the company's Series A common stock is payable on March 9, 2005 and was triggered by the expiration of the underwriters' over-allotment option, which was not exercised.
The special cash dividend and the special stock dividend were declared in accordance with terms of the company's Second Amended and Restated Certificate of Incorporation as described in the company's registration statement on Form S-1 filed with the Securities and Exchange Commission in connection with the company's IPO on January 21, 2005.
Celanese Corporation (NYSE:CE) is an integrated global producer of value-added industrial chemicals with 2004 sales of $5 billion. Based in Dallas, Texas, the company holds #1 or #2 market positions in products comprising the majority of its sales and has four major businesses: Chemicals Products, Technical Polymers Ticona, Acetate Products and Performance Products. Celanese has 29 production plants, with major operations in North America, Europe and Asia. For more information, please visit the company's web site at www.celanese.com.
Media Contacts:
U.S.A -- Vance Meyer, Vance.Meyer@celanese.com
Phone (972) 443 4847, Fax (972) 443 8519
Europe -- Michael Kraft, M.Kraft@celanese.com Phone 49 (0)69-305-14072, Fax 49 (0)69 305 36787
Investor Relations Contact:
Andrea Stine, A.Stine@celanese.com
Phone (908) 901 4504, Fax (908) 901 4805