FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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1. Name and Address of Reporting Person
*
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2. Issuer Name
and
Ticker or Trading Symbol
Celanese CORP [ CE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O THE BLACKSTONE GROUP, 345 PARK AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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NEW YORK, NY 10154 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Series A common stock, par value $0.0001 per share | 4/7/2005 | C (1) | 57051899 (1) | A | $0 | 61357578 | I | See footnotes (1) (2) (3) (4) (5) (6) (7) | ||
Series A common stock, par value $0.0001 per share | 4/7/2005 | C (1) | 3956713 | A | $0 (1) | 4255324 | I | See footnotes (1) (2) (3) (4) (5) (6) (7) | ||
Series A common stock, par value $0.0001 per share | 4/7/2005 | C (1) | 31018837 | A | $0 (1) | 33359813 | I | See footnotes (1) (2) (3) (4) (5) (6) (7) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Signatures
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__________________________, Director | 4/8/2005 | |
** Signature of Reporting Person |
Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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Exhibit 24.1
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Robert L. Friedman as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1) prepare, execute, acknowledge, deliver and file the SEC's Form ID, Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Celanese Corporation, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");
2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below.
/s/ Peter G. Peterson ------------------------------- Signature Name: Peter G. Peterson Dated: January 20, 2005 |
Witness:
/s/ Laurie Carlson ------------------------------- Signature |
Dated: January 20, 2005
Exhibit 24.2
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Robert L. Friedman as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1) prepare, execute, acknowledge, deliver and file the SEC's Form ID, Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Celanese Corporation, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");
2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below.
/s/ Stephen A. Schwarzman ------------------------------- Signature Name: Stephen A. Schwarzman Dated: January 20, 2005 |
Witness:
/s/ Shaylyn A. Romney ------------------------------- Signature |
Dated: January 20, 2005
Exhibit 99.1
Joint Filer Information
Date of Event Requiring Statement: April 7, 2005
Issuer Name and Ticker or Trading Symbol: Celanese Corporation (CE) Designated Filer: Blackstone LR Associates (Cayman) IV Ltd. Other Joint Filers: Blackstone Capital Partners (Cayman) Ltd.1, Blackstone Capital Partners (Cayman) Ltd.2, Blackstone Capital Partners (Cayman) Ltd.3, Peter G. Peterson, Stephen A. Schwarzman Addresses: The principal business address of each of the Joint Filers above is c/o The Blackstone Group, 345 Park Avenue, New York, New York 10154 Signatures: Blackstone Capital Partners (Cayman) Ltd.1 By: /s/ Robert L. Friedman ------------------------------- Name: Robert L. Friedman Title: Director Blackstone Capital Partners (Cayman) Ltd.2 By: /s/ Robert L. Friedman ------------------------------- Name: Robert L. Friedman Title: Director Blackstone Capital Partners (Cayman) Ltd.3 By: /s/ Robert L. Friedman ------------------------------- Name: Robert L. Friedman Title: Director /s/ Robert L. Friedman, Attorney in Fact ------------------------------- Peter G. Peterson /s/ Robert L. Friedman, Attorney in Fact ------------------------------- Stephen A. Schwarzman |