0000950136-06-002762 8-K 5 20060405 5.02 9.01 20060406 20060405 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 06743684 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 file001.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): April 5, 2006 CELANESE CORPORATION (Exact Name of Registrant as specified in its charter) [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] DELAWARE [[Image Removed]] 001-32410 [[Image Removed]] 98-0420726 (State or other jurisdiction [[Image Removed]] (Commission [[Image Removed]] (IRS Employer of incorporation) File Number) Identification No.) [[Image Removed]] 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): [[Image Removed]] [[Image Removed]] [[Image Removed: [ ]]] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [[Image Removed]] [[Image Removed]] [[Image Removed: [ ]]] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [[Image Removed]] [[Image Removed]] [[Image Removed: [ ]]] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [[Image Removed]] [[Image Removed]] [[Image Removed: [ ]]] 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. On April 5, 2006, Celanese Corporation (the Company) issued a press release announcing that David F. Hoffmeister has been nominated for election to the Companys board of directors at its annual meeting of shareholders on May 2, 2006. Mr. Hoffmeister will replace John M. Ballbach who has decided not to stand for reelection due to commitments of his new position as chief executive officer of VWR International, Inc. The Company also announced that, following the Company's next annual meeting of shareholders on May 2, 2006, it will operate with nine directors on its board to increase the efficiency of its board activities. Current board members, Dr. Hanns Ostmeier and Dr. William H. Joyce, will resign as directors immediately following the Companys annual meeting of shareholders on May 2, 2006. None of the director resignations is related in any manner to any past, present or contemplated accounting, finance or legal issue or to any disagreement with the Company's board of directors or management over any issue or policy, including accounting treatment or policy. Item 9.01 Financial Statements and Exhibits. (c) Exhibits [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Exhibit Number [[Image Removed]] Description 99.1 [[Image Removed]] Press Release dated April 5, 2006 [[Image Removed]] -------------------------------------------------------------------------------- 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. [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] CELANESE CORPORATION [[Image Removed]] By: [[Image Removed]] /s/ Steven M. Sterin [[Image Removed]] [[Image Removed]] Name: [[Image Removed]] Steven M. Sterin [[Image Removed]] [[Image Removed]] Title: [[Image Removed]] Vice President and Controller [[Image Removed]] Date: April 5, 2006 -------------------------------------------------------------------------------- Exhibit Index [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Exhibit Number [[Image Removed]] Description 99.1 [[Image Removed]] Press Release dated April 5, 2006 [[Image Removed]] -------------------------------------------------------------------------------- EX-99.1 4 file002.htm PRESS RELEASE [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] [[Image Removed]] Investor [[Image Removed]] Information 1601 West LBJ Freeway Dallas, Texas 75234-6034 [[Image Removed]] Mark Oberle Phone: +1 972 443 4464 Fax: +1 972 332 9373 mark.oberle@celanese.com [[Image Removed]] Hoffmeister nominated for election to Celanese board of directors; Change in board structure announced DALLAS, April 5, 2006 Celanese Corporation (NYSE: CE), a global hybrid chemical company, today announced that David F. Hoffmeister has been nominated for election to the Celanese board of directors, replacing John M. Ballbach. The election will be held at the companys annual shareholder meeting on May 2, 2006. Hoffmeister currently serves as chief financial officer, senior vice president, finance at Invitrogen Corporation, a NASDAQ listed company which develops, manufactures and markets research tools for life sciences research, drug discovery, diagnostics and commercial manufacture of biological products. Before joining Invitrogen, Hoffmeister spent 20 years with McKinsey & Company as a senior partner serving clients in the healthcare, private equity and chemical industries on issues of strategy and organization. From 1998 to 2003, Hoffmeister was the leader of McKinseys North American chemical practice. When elected, Hoffmeister is expected to serve on the companys audit committee. Celanese is extremely pleased to attract a director nominee with David Hoffmeisters background and qualifications, said David Weidman, president and chief executive officer. Ballbach, who has served on the companys board of directors since January 2005, was named president and chief executive officer and director of VWR International, Inc. in November 2005. Ballbach chose not to stand for reelection to the Celanese board of directors due to the commitments of this new position. Celanese also announced that it will operate with 9 directors on its board to increase the efficiency of its board activities. Current board members Dr. Hanns Ostmeier and Dr. William H. Joyce will step down as directors following the companys annual shareholder meeting on May 2. John Ballbach, Hanns Ostmeier and Bill Joyce have served Celanese well in their role as directors. We wish them well in their future endeavors, added Weidman. Celanese Corporation (NYSE:CE) is an integrated global producer of value-added industrial chemicals based in Dallas, Texas. The Company has four major businesses: Chemical Products, Technical Polymers Ticona, Acetate Products and Performance Products. Celanese has production plants in 13 countries in North America, Europe and Asia. In 2005, Celanese Corporation had net sales of $6.1 billion. For more information on Celanese Corporation, please visit the companys web site at www.celanese.com. --------------------------------------------------------------------------------