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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
1
NAMES OF REPORTING PERSONS:
Blackstone Capital Partners (Cayman) Ltd. 1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
51,167,471
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
51,167,471
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
51,167,471
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
32.2%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
1
NAMES OF REPORTING PERSONS:
Blackstone Capital Partners (Cayman) Ltd. 2
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
3,548,611
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
3,548,611
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,548,611
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.2%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
1
NAMES OF REPORTING PERSONS:
Blackstone Capital Partners (Cayman) Ltd. 3
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
27,819,502
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
27,819,502
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
27,819,502
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
17.5%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
1
NAMES OF REPORTING PERSONS:
Blackstone Capital Partners (Cayman) IV L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
51,167,471
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
51,167,471
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
51,167,471
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
32.2%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
1
NAMES OF REPORTING PERSONS:
Blackstone Capital Partners (Cayman) IV-A L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
812,632
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
812,632
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
812,632
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.5%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
1
NAMES OF REPORTING PERSONS:
Blackstone Family Investment Partnership (Cayman) IV-A L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
2,735,979
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
2,735,979
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,735,979
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.7%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
1
NAMES OF REPORTING PERSONS:
Blackstone Chemical Coinvest Partners (Cayman) L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
27,819,502
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
27,819,502
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
27,819,502
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
17.5%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
1
NAMES OF REPORTING PERSONS:
Blackstone Management Associates (Cayman) IV L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
82,535,584
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
82,535,584
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
82,535,584
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
52.0%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN
1
NAMES OF REPORTING PERSONS:
Blackstone LR Associates (Cayman) IV Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
7
SOLE VOTING POWER:
NUMBER OF
82,535,584
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
82,535,584
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
82,535,584
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
52.0%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO
1
NAMES OF REPORTING PERSONS:
Peter G. Peterson
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
7
SOLE VOTING POWER:
NUMBER OF
82,566,361**
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
82,566,361**
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
82,566,361**
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
52.1%* **
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
1
NAMES OF REPORTING PERSONS:
Stephen A. Schwarzman
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
o
(b)
þ
3
SEC USE ONLY:
4
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
7
SOLE VOTING POWER:
NUMBER OF
82,566,361**
SHARES
8
SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH
9
SOLE DISPOSITIVE POWER:
REPORTING
PERSON
82,566,361**
WITH
10
SHARED DISPOSITIVE POWER:
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
82,566,361**
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
52.1%* **
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
7.
Amendment No. 2 to the Third Amended and Restated Shareholders Agreement dated
as of October 31, 2005, by and among Celanese Corporation, Blackstone Capital Partners
(Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2, Blackstone Capital
Partners (Cayman) Ltd. 3 and BA Capital Investors Sidecar Fund, L.P., dated March 30,
2006.
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
BLACKSTONE CAPITAL PARTNERS
(CAYMAN) IV L.P.
By: Blackstone Management Associates
(Cayman) IV L.P., its general partner
By:
Blackstone LR Associates
(Cayman) IV Ltd., its general partner
By:
/s/ Robert L. Friedman
Name:
Robert L. Friedman
Title:
Authorized Person
BLACKSTONE CAPITAL PARTNERS
(CAYMAN) IV-A L.P.
By:
/s/ Robert L. Friedman
Name:
Robert L. Friedman
Title:
Authorized Person
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) IV-A L.P.
By:
/s/ Robert L. Friedman
Name:
Robert L. Friedman
Title:
Authorized Person
BLACKSTONE CHEMICAL COINVEST PARTNERS (CAYMAN) L.P.
By:
/s/ Robert L. Friedman
Name:
Robert L. Friedman
Title:
Authorized Person
BLACKSTONE MANAGEMENT ASSOCIATES (CAYMAN) IV L.P.
By:
Blackstone LR Associates
(Cayman) IV Ltd., its general partner
By:
/s/ Robert L. Friedman
Name:
Robert L. Friedman
Title:
Authorized Person
BLACKSTONE LR ASSOCIATES (CAYMAN) IV LTD.
By:
/s/ Robert L. Friedman
Name:
Robert L. Friedman
Title:
Authorized Person
PETER G. PETERSON
By:
/s/ Peter G. Peterson
STEPHEN A. SCHWARZMAN
By:
/s/ Stephen A. Schwarzman
By: | /s/ David N. Weidman | |||
Name: | David N. Weidman | |||
Title: | President and Chief Executive Officer | |||
By: | /s/ Benjamin J. Jenkins | |||
Name: | Benjamin J. Jenkins | |||
Title: | Authorized Person | |||
By: | /s/ Benjamin J. Jenkins | |||
Name: | Benjamin J. Jenkins | |||
Title: | Authorized Person | |||
By: | /s/ Benjamin J. Jenkins | |||
Name: | Benjamin J. Jenkins | |||
Title: | Authorized Person | |||
By: | /s/ J. Travis Hain | |||
Name: | J. Travis Hain | |||
Title: | Director | |||