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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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.
10
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
61,486,087**
8.
Shared Voting Power:
9.
Sole Dispositive Power:
54,468,492
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
61,486,087**
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):
38.8%*
14.
Type of Reporting Person (See Instructions):
OO
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
3,777,546
8.
Shared Voting Power:
9.
Sole Dispositive Power:
3,777,546
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,777,546
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):
2.4%*
14.
Type of Reporting Person (See Instructions):
OO
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
29,614,251
8.
Shared Voting Power:
9.
Sole Dispositive Power:
29,614,251
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
29,614,251
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):
18.7%*
14.
Type of Reporting Person (See Instructions):
OO
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
61,486,087**
8.
Shared Voting Power:
9.
Sole Dispositive Power:
54,468,492
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
61,486,087**
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):
38.8%*
14.
Type of Reporting Person (See Instructions):
PN
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
865,058
8.
Shared Voting Power:
9.
Sole Dispositive Power:
865,058
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
865,058
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
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
2,912,488
8.
Shared Voting Power:
9.
Sole Dispositive Power:
2,912,488
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,912,488
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):
1.8%*
14.
Type of Reporting Person (See Instructions):
PN
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
29,614,251
8.
Shared Voting Power:
9.
Sole Dispositive Power:
29,614,251
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
29,614,251
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):
18.7%*
14.
Type of Reporting Person (See Instructions):
PN
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
94,877,884**
8.
Shared Voting Power:
9.
Sole Dispositive Power:
87,860,289
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
94,877,884**
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):
59.8%*
14.
Type of Reporting Person (See Instructions):
PN
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
94,877,884**
8.
Shared Voting Power:
9.
Sole Dispositive Power:
87,860,289
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
94,877,884**
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):
59.8%*
14.
Type of Reporting Person (See Instructions):
OO
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
94,908,661** ***
8.
Shared Voting Power:
9.
Sole Dispositive Power:
87,891,066***
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
94,908,661** ***
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):
59.9%* ** ***
14.
Type of Reporting Person (See Instructions):
IN
Table of Contents
CUSIP No. 150870 10 3
1.
Name of Reporting Person:
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
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7.
Sole Voting Power:
94,908,661** ***
8.
Shared Voting Power:
9.
Sole Dispositive Power:
87,891,066***
10.
Shared Dispositive Power:
11.
Aggregate Amount Beneficially Owned by Each Reporting Person:
94,908,661** ***
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):
59.9%* ** ***
14.
Type of Reporting Person (See Instructions):
IN
Table of Contents
*
The calculation of the foregoing percentage is based on 158,562,161 shares of the Issuers
common stock outstanding as of October 26, 2005, which number was provided to the Reporting Persons
by the Issuer.
**
Pursuant to the Third Amended and Restated Shareholders Agreement (the
Agreement
),
dated as of October 31, 2005 and effective as of November 17, 2005 under its terms, by and among
BCP 1, BCP 2 BCP 3, BACI and the Issuer, as amended by Amendment No. 1 (the
Amendment
and
with the Agreement, the
3
rd
Shareholders Agreement
), dated as of November 14,
2005, by and among BCP 1, BCP 2 BCP 3, BACI and the Issuer, BACI appointed BCP 1 as BACIs proxy to
vote the 7,017,595 shares of Series A Common Stock owned by BACI. The aggregate number or
percentage, as applicable, of voting shares included in row 7, 9 or 11, as applicable, includes the
7,017,595 BACI shares granted to BCP 1 by BACI pursuant to the proxy.
***
Includes 30,777 stock options exercisable for Series A Common Stock.
Table of Contents
Table of Contents
5.
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.
6.
Amendment No. 1 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.
Table of Contents
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1
By:
/s/ Robert L. Friedman
Name:
Robert L. Friedman
Title:
Director
Page | ||||||||||
|
||||||||||
Article I.
|
INTRODUCTORY MATTERS | 1 | ||||||||
|
1.1 | Defined Terms | 1 | |||||||
|
1.2 | Construction | 3 | |||||||
|
||||||||||
Article II.
|
TRANSFERS | 3 | ||||||||
|
2.1 | Limitations on Transfer | 3 | |||||||
|
||||||||||
Article III.
|
CORPORATE GOVERNANCE MATTERS | 4 | ||||||||
|
3.1 | Board of Directors | 4 | |||||||
|
3.2 | Proxy | 4 | |||||||
|
3.3 | Notice Regarding Changes in Ownership | 5 | |||||||
|
||||||||||
Article IV.
|
COVENANTS | 5 | ||||||||
|
4.1 | Books and Records; Access | 5 | |||||||
|
4.2 | Periodic Reporting | 5 | |||||||
|
4.3 | Confidentiality | 6 | |||||||
|
4.4 | Indemnification | 6 | |||||||
|
4.5 | Expenses and Fees | 6 | |||||||
|
4.6 | Use of Shareholders Names | 7 | |||||||
|
||||||||||
Article V.
|
MISCELLANEOUS | 7 | ||||||||
|
5.1 | Additional Securities Subject to Agreement | 7 | |||||||
|
5.2 | Recapitalization, Exchange, Etc | 7 | |||||||
|
5.3 | Termination | 7 | |||||||
|
5.4 | Notices | 7 | |||||||
|
5.5 | Further Assurances | 8 | |||||||
|
5.6 | Assignment | 9 | |||||||
|
5.7 | Amendment; Waiver | 9 | |||||||
|
5.8 | Third Parties | 9 | |||||||
|
5.9 | Governing Law | 9 | |||||||
|
5.10 | Jurisdiction | 9 | |||||||
|
5.11 | MUTUAL WAIVER OF JURY TRIAL | 9 | |||||||
|
5.12 | Specific Performance | 9 | |||||||
|
5.13 | Entire Agreement | 10 | |||||||
|
5.14 | Titles and Headings | 10 | |||||||
|
5.15 | Severability | 10 | |||||||
|
5.16 | Counterparts | 10 |
2
3
4
5
6
7
8
9
10
CELANESE CORPORATION | ||||||
|
||||||
|
By: | /s/ David N. Weidman | ||||
|
Name: David N. Weidman | |||||
|
Title: Chief Executive Officer and President | |||||
|
||||||
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1 | ||||||
|
||||||
|
By: | /s/ Anjan Mukherjee | ||||
|
Name: Anjan Mukherjee | |||||
|
Title: Director | |||||
|
||||||
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2 | ||||||
|
||||||
|
By: | /s/ Anjan Mukherjee | ||||
|
Name: Anjan Mukherjee | |||||
|
Title: Director | |||||
|
||||||
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3 | ||||||
|
||||||
|
By: | /s/ Anjan Mukherjee | ||||
|
Name: Anjan Mukherjee | |||||
|
Title: Director | |||||
|
||||||
BA CAPITAL INVESTORS SIDECAR FUND, L.P. | ||||||
|
||||||
By: | BA Capital Management Sidecar, L.P. | |||||
Its: | General Partner | |||||
|
||||||
By: | BACM I Sidecar GP Limited | |||||
Its: | General Partner | |||||
|
||||||
By: John Shimp | ||||||
Name: John Shimp | ||||||
Title: Authorized Person |
CELANESE CORPORATION | ||||||
|
||||||
|
By: | /s/ David N. Weidman | ||||
|
Name: David N. Weidman | |||||
|
Title: Chief Executive Officer and President | |||||
|
||||||
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 1 | ||||||
|
||||||
|
By: | /s/ Anjan Mukherjee | ||||
|
Name: Anjan Mukherjee | |||||
|
Title: Director | |||||
|
||||||
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 2 | ||||||
|
||||||
|
By: | /s/ Anjan Mukherjee | ||||
|
Name: Anjan Mukherjee | |||||
|
Title: Director | |||||
|
||||||
BLACKSTONE CAPITAL PARTNERS (CAYMAN) LTD. 3 | ||||||
|
||||||
|
By: | /s/ Anjan Mukherjee | ||||
|
Name: Anjan Mukherjee | |||||
|
Title: Director | |||||
|
||||||
BA CAPITAL INVESTORS SIDECAR FUND, L.P. | ||||||
|
||||||
By: | BA Capital Management Sidecar, L.P. | |||||
Its: | General Partner | |||||
|
||||||
By: | BACM I Sidecar GP Limited | |||||
Its: | General Partner | |||||
|
||||||
By: /s/ John Shimp | ||||||
Name: John Shimp | ||||||
Title: Authorized Person |