0000950123-07-008185 8-K 3 20070528 5.02 9.01 20070601 20070601 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 07892830 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 y35685e8vk.htm FORM 8-K Table of Contents 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): May 28, 2007 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) 443-4000 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)) -------------------------------------------------------------------------------- TABLE OF CONTENTS Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item 9.01 Financial Statements and Exhibits SIGNATURES Exhibit Index EX-99.1: PRESS RELEASE -------------------------------------------------------------------------------- Table of Contents Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On June 1, 2007, Celanese Corporation (the “Company”) issued a press release announcing that, in connection with the sale by Blackstone Capital Partners (Cayman) Ltd. 1, Blackstone Capital Partners (Cayman) Ltd. 2, Blackstone Capital Partners (Cayman) Ltd. 3 and Blackstone Management Partners IV L.L.C. (collectively, “Blackstone”) of shares of the Company’s Series A common stock (as more fully described in the Current Report on Form 8-K that was filed by the Company with the Securities and Exchange Commission on May 16, 2007), Anjan Mukherjee and James Quella had resigned as members of the Company’s Board of Directors. Each of the resignations was effective May 31, 2007. A copy of the press release is attached hereto as Exhibit 99.1. The Company also announced that Farah M. Walters had been elected to the Company’s Board of Directors as a Class III director. The election was effective May 31, 2007. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 99.1 Press Release dated June 1, 2007 -------------------------------------------------------------------------------- Table of Contents 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/ Kevin J. Rogan Name: Kevin J. Rogan Title: Assistant Secretary Date: June 1, 2007 -------------------------------------------------------------------------------- Table of Contents Exhibit Index Exhibit Number Description 99.1 Press Release dated June 1, 2007 EX-99.1 2 y35685exv99w1.htm EX-99.1: PRESS RELEASE [[Image Removed: (CELANESE LOGO)]] Investor News Release Celanese Corporation Investor Relations 1601 West LBJ Freeway Dallas, Texas 75234-6034 Mark Oberle Phone: +1 972 443 4464 Fax: +1 972 332 9373 mark.oberle@celanese.com Web site: www.celanese.com Celanese Announces Changes to Board of Directors; Elects Walters as New Member DALLAS, June 1, 2007 — Celanese Corporation (NYSE: CE), a global hybrid chemical company, today announced that Farah M. Walters has been elected to the Celanese board of directors. Walters is currently president and chief executive officer of QualHealth LLC, a company specializing in the design of health care delivery systems to improve quality and cost-effectiveness. Walters also serves on the board of directors and is lead director for PolyOne Corporation, an NYSE-listed specialty chemical company. She chairs the company’s governance and compensation committees and serves on the financial policy committee. Previously, Walters served on the board of Kerr-McGee Corporation, an NYSE-listed oil and gas exploration and production company. She served on the company’s executive committee, chaired the compensation committee and was a member of the audit and governance committees. She was also a former chair of the audit committee. Walters also previously served on the board of directors of Alpharma Inc., an NYSE-listed pharmaceutical company. Walters was president and chief executive officer of both University Hospitals Health System, Inc. and University Hospitals of Cleveland from 1992 to 2002. -------------------------------------------------------------------------------- Celanese also announced that Anjan Mukherjee and James A. Quella, both with The Blackstone Group L.P., resigned from the Celanese board of directors effective May 31, 2007. Mukherjee and Quella resigned from the Celanese board of directors due to the recent public sale by funds affiliated with The Blackstone Group, L.P. of all Celanese shares owned by Blackstone and its affiliates. About Celanese: As a global leader in the chemicals industry, Celanese Corporation makes products essential to everyday living. Our products, found in consumer and industrial applications, are manufactured in North America, Europe and Asia. Net sales totaled $6.7 billion in 2006, with over 60% generated outside of North America. Known for operational excellence and execution of its business strategies, Celanese delivers value to customers around the globe with innovations and best-in-class technologies. Based in Dallas, Texas, the company employs approximately 8,900 employees worldwide. For more information on Celanese Corporation, please visit the company’s website at www.celanese.com. 2