0000893750-05-000055 3 4 20050119 20050120 20050120 SCHWARZMAN STEPHEN A 0001070844 3 34 001-32410 05539858 2129352626 C/O THE BLACKSTONE GROUP 345 PARK AVE NEW YORK NY 10154 PETERSON PETER G 0001070843 3 34 001-32410 05539859 2129352626 C/O THE BLACKSTONE GROUP 345 PARK AVE NEW YORK NY 10154 Celanese CORP 0001306830 2810 980420726 DE 1231 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 Blackstone Capital Partners (Cayman) Ltd 1 0001314267 3 34 001-32410 05539862 C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN E9 00000 212-583-5000 C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN E9 00000 Blackstone Capital Partners (Cayman) Ltd 2 0001314268 3 34 001-32410 05539861 C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN E9 00000 212-583-5000 C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN E9 00000 Blackstone Capital Partners (Cayman) Ltd 3 0001314269 3 34 001-32410 05539860 C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN E9 00000 212-583-5000 C/O WALKERS SPV LIMITED, WALKER HOUSE PO BOX 908GT, MARY STREET GEORGE TOWN E9 00000 Blackstone LR Associates (Cayman) IV Ltd. 0001314705 E9 1231 3 34 001-32410 05539863 WALKER HOUSE, P.O. BOX 265 GT MARY STREET, GEORGE TOWN GRAND CAYMAN E9 E9 (212) 583-5000 345 PARK AVENUE NEW YORK NY 10154 3 1 form3_ex.xml X0202 3 2005-01-19 0 0001306830 Celanese CORP CE 0001314705 Blackstone LR Associates (Cayman) IV Ltd. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001314267 Blackstone Capital Partners (Cayman) Ltd 1 C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001314268 Blackstone Capital Partners (Cayman) Ltd 2 C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001314269 Blackstone Capital Partners (Cayman) Ltd 3 C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001070843 PETERSON PETER G C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001070844 SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Series B common stock, par value $0.0001 per share 57051899 I See footnotes Series B common stock, par value $0.0001 per share 3956714 I See footnotes Series B common stock, par value $0.0001 per share 31018837 I See footnotes The 92,027,450 shares of Celanese Corporation's Series B common stock reported as beneficially owned in the above table reflects the 152.772947 for one common stock split, expected to be effected immediately after the consummation of the initial public offering by Celanese Corporation. Blackstone Capital Partners (Cayman) Ltd. 1 ("Cayman 1"), Blackstone Capital Partners (Cayman) Ltd. 2 ("Cayman 2") and Blackstone Capital Partners (Cayman) Ltd. 3 ("Cayman 3" and, collectively with Cayman 1 and Cayman 2, the "Cayman Entities") respectively own 57,051,899, 3,956,714, and 31,018,837 shares of the Series B common stock reported as beneficially owned in the above table. Blackstone Capital Partners (Cayman) IV L.P. ("BCP IV") owns 100% of Cayman 1. Blackstone Family Investment Partnership (Cayman) IV-A L.P. ("BFIP") and Blackstone Capital Partners (Cayman) IV-A L.P. ("BCP IV-A") collectively own 100% of Cayman 2. Blackstone Chemical Coinvest Partners (Cayman) L.P. ("BCCP" and, collectively with BCP IV, BFIP and BCP IV-A, the "Blackstone Funds") owns 100% of Cayman 3. Each of the Blackstone Funds may be deemed to be the beneficial owner of the shares of Series B common stock held by the Cayman Entities (continued on footnote 3) (footnote 2 continued) owned by such Blackstone Funds. Blackstone Management Associates (Cayman) IV L.P. ("BMA") is the general partner of each of the Blackstone Funds and, therefore, may be deemed to be the beneficial owner of the shares of Series B common stock held by the Cayman Entities. Blackstone LR Associates (Cayman) IV Ltd. ("BLRA") is the general partner of BMA and may, therefore, be deemed to be the beneficial owner of the shares of Series B common stock held by the Cayman Entities. Messrs. Peter G. Peterson and Stephen A. Schwarzman are directors and controlling persons of BLRA and, as such, may be deemed to share beneficial ownership of the shares of Series B common stock held by the Cayman Entities. Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons, other than the Cayman Entities, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Series B common stock covered by this Statement. Each of BLRA, BMA, Messrs. Peter G. Peterson and Stephen A. Schwarzman disclaims beneficial ownership of the Series B common stock, except to the extent of its or his pecuniary interest in such shares of Series B common stock. /s/ Robert L. Friedman, Director (See signatures of other Reporting Persons attached as Exhibit 99.1) 2005-01-20 EX-24.2 2 exh24-2.txt EXHIBIT 24.2 - POWER OF ATTORNEY Exhibit 24.2 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints Robert L. Friedman as the undersigned's true and lawful attorney-in- fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file the SEC's Form, Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Celanese Corporation, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney- in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney- in-fact to act in their discretion on information provided to such attorney- in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below. Signature: /s/ Stephen A. Schwarzman Name: Stephen A. Schwarzman Dated: January 20, 2005 Witness: /s/ Shaylyn A. Romney Signature Shaylyn A. Romney Name Dated: January 20, 2005 EX-24.1 3 exh24-1.txt EXHIBIT 24.1 - POWER OF ATTORNEY Exhibit 24.1 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints Robert L. Friedman as the undersigned's true and lawful attorney-in- fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file the SEC's Form, Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Celanese Corporation, a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney- in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney- in-fact to act in their discretion on information provided to such attorney- in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date set forth below. Signature: /s/ Peter G. Peterson Name: Peter G. Peterson Dated: January 20, 2005 Witness: /s/ Laurie Carlson Signature Laurie Carlson Name Dated: January 20, 2005 EX-99 4 exh99.txt JOINT FILER INFORMATION Exhibit 99.1 Joint Filer Information Date of Event Requiring Statement: January 19, 2005 Issuer Name and Ticker or Trading Symbol: Celanese Corporation (CE) Designated Filer: Blackstone LR Associates (Cayman) IV Ltd. Other Joint Filers: Blackstone Capital Partners (Cayman) Ltd.1, Blackstone Capital Partners (Cayman) Ltd.2, Blackstone Capital Partners (Cayman) Ltd.3, Peter G Peterson, Stephen A Schwarzman Addresses: The principal business address of each of the Joint Filers above is c/o The Blackstone Group, 345 Park Avenue, New York, New York 10154 Signatures: 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 /s/ Robert L. Friedman, as Attorney in Fact -------------------------- Peter G. Peterson /s/ Robert L. Friedman, as Attorney in Fact -------------------------- Stephen A. Schwarzman