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