0000950136-05-007409 8-K 2 20051114 1.01 9.01 20051118 20051118 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 051215296 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): NOVEMBER 14, 2005 ----------------- CELANESE CORPORATION -------------------- (Exact Name of Registrant as specified in its charter) DELAWARE 001-32410 98-0420726 ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 WEST LBJ FREEWAY, DALLAS, TEXAS 75234-6034 ----------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 901-4500 -------------- 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): [ ] 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 1.01 Entry into a Material Definitive Agreement On November 14, 2005, Celanese Corporation and Blackstone Crystal Holdings Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3, together with their respective successors and permitted assigns, and BA Capital Investors Sidecar Fund, L.P., entered into Amendment No. 1 (the "Amendment") to the Third Amended and Restated Shareholders' Agreement (the "Shareholders Agreement") to extend the conditional expiration date of the Shareholders Agreement from November 15, 2005 to December 15, 2005. The Amendment is filed as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description 99.1 Amendment No. 1 to the Third Amended and Restated Shareholders' Agreement dated November 14, 2005 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/ John J. Gallagher III ----------------------------------- Name: John J. Gallagher III Title: Executive Vice President and Chief Financial Officer Date: November 17, 2005 EXHIBIT INDEX Exhibit Number Description 99.1 Amendment No. 1 to the Third Amended and Restated Shareholders' Agreement dated November 14, 2005 EX-99.1 2 file002.htm AMEND. #1 TO 3RD AMEND. & REST'D SHAREHLDRS' AGMT AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT This Amendment No 1 to the Third Amended and Restated Shareholders' Agreement, dated as of October 31, 2005, as amended (the "Agreement"), by and among Celanese Corporation, a Delaware corporation (formerly known as Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd.) (the "Company"), Blackstone Capital Partners (Cayman) Ltd. 1 ("BCP 1"), Blackstone Capital Partners (Cayman) Ltd. 2 ("BCP 2"), Blackstone Capital Partners (Cayman) Ltd. 3 ("BCP 3" and, together with BCP 1 and BCP 2 and their respective successors and Permitted Assigns, the "Blackstone Entities"), each an exempted company incorporated under the laws of the Cayman Islands, and BA Capital Investors Sidecar Fund, L.P., a Cayman Islands limited partnership ("BACI"), is made this 14th day of November 2005, by and among the Company, the Blackstone Entities and BACI. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, in connection with, and effective upon, the consummation of the Secondary Offering of the Company, the parties entered into the Agreement in order to set forth certain understandings regarding the governance of the Company and the relationship among the Company and the Shareholders; WHEREAS, the parties desire to amend the Agreement pursuant to Section 5.7 to extend the conditional expiration date of the Agreement pending consummation of the Secondary Offering and to reaffirm the intention of the parties thereto; NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend the Agreement as follows: 1. Amendment to Section 5.17. Section 5.17 of the Agreement is hereby amended by deleting the date "November 15, 2005" in the last sentence thereof and replacing in lieu of such date, the date "December 15, 2005". 2. Ratification and Confirmation of the Agreement. Except as so modified pursuant to this Amendment, the Agreement is hereby ratified and confirmed in all respects. 3. Effectiveness. This Amendment No. 1 shall be effective as of November 14, 2005. 4. Governing Law. This Amendment No. 1 shall be governed by, and construed in accordance with the laws of the State of New York. * * * IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above. 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