Document p22ENQma6Y8y53jDRVmbqk9wB

nciQ a.' -~>M ^0 per sn. oi DM 50 nominal against coupon S--ov. 40 In Jan. 1982 a rights Ooffffeerring was decOlaariecud ^paayyaa.- ble-- to-- hol1dJe_r_s o-- if ^bearer shs. a. t *thLe^ --rao tfe ro>ff norniAe fsthh. ......... -* against coupon No. 42. In Apr. 1984. a rights offering was declared pay- able to holiderse of bearer shhaarers at the rate off onee suh. ;foyr reaarcnh 15 islhlss. hueolud at. iD^nMvi 1i 40 Dper sh. of DM SO nnAommiimnaall aatgrasiinnestt coupon NM/o*r. 45. APf a ngnts offering was cecia. ,, , aDlfi to Poiders of bearer shares at the rat sh. ,0T ^ ,0 ^ heid DM :;o ^ 50 Hfim infl i againgfCj COUpOH No 49 HOECHST CELANESE CORP. y.-ii- H ;iw ** A % It History: Incorporated in Delaware in 1968 as Directors DATED --June 12, 1987. DUE --June 12, American Hoechst Corp., a successor to a New E.H. Drew juergen Dormann INTEREST -- J&D 15. York corporation of the same name organized in H.R. Benz H.E. Huckd CALLABLE -- As a whole or in pan at ar 1953. H.K. Hofmeister J.H. Patterson beginning June 16, 1994 at 100. On Feb. 27, 1987. acquired, through a subsidiary, U.H. Felcht T.C. Bohrer PURPOSE -- To repay corporate indebtedne approximately 90% ox the outstanding shares of fSian*v Corporation. Subsequently the two com panies merged and the present name was adopted. In Mar. 1990, acquired the alcohol ethoxylates business of Union Carbide Oigmirai* and Plastics T.F. Kennedy DA Jenkins CE. Sted Auditors: KPMG Peat Marwick. Counsel: DA Jenkins. 3. Celanese Corp. sinking 117/*s, due 2005: Rating --A2 AUTH. -- $100,000,000; outstg., fund Dec. det 31, Company Inc. Annual Meeting: In February. $59,000,000. . Corporate Restructuring: In June 1989, Co. announced a reorganization into five major busi ness group. All groups report to E.M. Drew, Pres. & Chief Exec. Off. No. of Employees: Dec 31, 1989, 22.900 (approx.). Address: Route 202-206 North, Bridgewater, NJ 08807. TeL: (201) 231-2000. DATED --July 15, 1980. DUE --July IS. 200 INTEREST -- J8tj 15 to holders registered J-! TRUSTEE -- Manufacturers Hanover Trust DENOMINATION -- Fully registered. $1,0C any integral multiple of $1,000. Transferal Business: Company manufactures and sells, Mailing: P.0. Box 2500, Somerville, NJ 08876. exchangeable without service charge. principally to industrial customers, a diversified line of products including textile and technical fibers; acetate cigarette filter tow; specialty and Consolidated Income Statement, as of Dec. 31 ($000): CALLABLE -- As a whole or in part at an> on at least 30 but not more than 60 days' not each July 14 as follows: bulk chemicals; prescription drugs; agricultural 1989 1988 1987 1992---------- 105^25 1993______104.65 1994______ chemicals; veterinary pharmaceuticals and feed Net sales................ 6,016,000 5,679,000 4,614,000 1995_______103.50 1996______102.90 1997______ additives; engineering plastics; high density poly ethylene; presensitized offset printing plates; dyes ana pigments; and polyester and polyvinyl chlo ride film. Co. is divided into five business seg ments: Advanced Materials; Advanced Technology; Chemicals; Fibers and Film: and Life Sciences. Cost of sales .......... Selling, etc exps. ... Oper. income.......... Equity in net inc of aifil.................... Interest expense ... 4,534,000 980,000 502,000 62,000 73,000 4,195,000 934,000 550,000 44,000 62,000 3,381,000 1998_______101.75 1999______101.15 2000______ 822,000 and thereafter at 100. 411,000 Also callable for sinking fund (which see) at l SINKING FUND -- Annually, July 15, come 14,000 ing in 1991. sufficient to redeem $6,600,000 p72,000 pal amount of debs, outstg., plus similar opt Control: Hoechst Aktiengeseilschaft (100%) Int. & other inc, net 67,000 9,000 25,000 payments. Sinking fund is designed to retire 9 through Hoechst Corp. (100%) Net bef. taxes, etc .. 558,000 541,000 378,000 of debs, prior to maturity. Properties: Co.'s headquarters are leased in Bridgewater, NJ. Co. also owns and operates vari ous manufacturing facilities within the U.S. and abroad. . Co.'s principal manufacturing facilities, all of which are owned by the Co. are summarized below: Income taxes.......... Minority interest... Net earnings.......... Prev. retain, earns. . Dividends.............. Retained earnings .. 261,000 30,000 267,000 400,000 115,000 552,000 Consolidated Balance Sheet, ($000): 253,000 38,000 250,000 345,000 195,000 400,000 195,000 14,000 169,000 206,000 30,000 345,000 as of Dec. 31 SECURITY -- The Indenture provides that Company maynot nor may it permit Restricted Subsidiary to, issue, assume or gua tee evidences of indebtedness for money bonr which are secured by any mortgage, security ir est, pledge or lien of or upon any Principal P erty or of or upon any shares of stock or dences of indebtedness for borrowed money is? Fibers end Aim segment Delaware City, (Del) Narrows, (Va.) Salisbury, (N.C.) Spartanburg, (S.C.) Lanaken, (BeL) Edmonton. (Alta.) Charlotte, (N.C) Newark, (N.T.) Rockhill, (S.C.) Greer, (S.C) Rock Hill (S.C) Shelby, (N.C) Wilmington, (N.C) Drummondvtfle, (Que.) Milihaven, (Ont) Bucks, (Ala.) Portsmouth, (Va.) Chemicals Segment Assets: Cash & equiv.................... Mktble. secur.................... Receivables, net.............. Inventories...................... Prepayments, etc............ Total current............ Invest, in affiL................ Prop. & equip................... Less: Deprec................. .. Net property, etc......... 1989 445,000 38.000 929,000 791,000 24,000 by any Restricted Subsidiary and owned by 1988 76.000 76.000 974.000 748,000 12,000 Company or any Restricted Subsidiary, wbe* owned at the daie of such Indenture or therea acquired, without effectively providing that Notes or Debentures, as the case may be, *haii secured equally and ratably by such raortgs except that this restriction will not apply to 2.227,000 1,886,000 mortgages on any property wi*Hng at the time 322,000 , 295,000 its acquisition or at the date of the Indenture: 2,913,000 * 2,832,000 mortgages on property of a corporation existing 833.000 - .779,000 the time such corporation is merged into or cons 2,080.000 2,053.000 idated with, or disposes of substantially all Bay Gty. (Tex.) Gear Lake, (Tex.) Edmonton, (Alta.) Bishop, (Tex.) Pampa, (Tex.) Spedeftle* A advanced materials segment Bayport, (Tex.) Bishop, (Tex.) Branchburg, (N.J.) Bucks, (Ala.) Coventry, (RJ.) Florence, (Ky.) Leeds, (S.C.) Mount Holly, (N.C) Portsmouth, (Va.) Shelby, (N.u) Other assets.................... Excess cost of acq........... Total........................ Liabilities: Notes pay. & debt due ... Accounts, etc pay............ Div. pay. to parent.......... Pay., parent & affils. .... Income taxes ................... 174,000 1,259,000 6,062,000 25.000 875,000 U5,000 196,000 311,000 t81.000 1,293.000 5,703,000 18,000 882,000 125,000 91,000 186,000 properties (or those of a division) to, the Compa or Restricted Subsidiary; (3) mortgages on pro erty of a corporation existing at the time such cc poration first becomes a Restricted Subsidiary; ( mortgages securing indebtedness of a RestrictSubsidiary to the Company or to anoth Restricted Subsidiary; (5) mortgages to secure ti cost of acquisition, construction, development * substantia] repair, alteration or improvement property if the commitment to extend the cred Life Sciences Segment Bridgewater, (NJ.) Coventry, (R.I.) Total current............ Long-term debt.............. Deferrals.......................... 1,522*000 803.000 41,000 1,302,000 secured by any such mortgage is obtained witfcu 814.000 120 days after the later of toe completion or th 63,000 placing in operation of the acquired, constructed Subsidiaries Hoechst CelMex Performance Products Hoechst-Roussel Pharmaceuticals Inc. Hoechst Celanese Chemical Group, Inc. Ceianese Fibers, Inc. Amcel International Company, Inc Celanese Canada Inc (56%) Ceianese SA. Corporate Class Software, Inc (82%) Cape Industries (74%) Minority interest............ Other liabil....................... Paid-in capital................ Retained earnings .......... Cum. transl. adi................ Total stkhldrs equity.. 138,000 259,000 2,720,000 552,000 27,000 3,299,000 136,000 232,000 2,720,000 400,000 41,000 3,161,000 Total........................ Net current assets.......... 6,062,000 705,000 5,703,000 584,000 Long-Term Debt 1. Hoechst Ceianesa Corp W% notes, due 19M: developed or substantially repaired, altered c improved property; (6) mechanic's liens, tax liem liens arising from the sale of mineral, oil or ga rights, liens to a governmental body to secur advances and other liens incidental to the conduc of business which do not materially impair the us* of the Principal Property or whicn are being con tested in good faith; or (7).Any extension, renewa or replacement of any -mortgage referred to ir clauses (l) through (6). However, the Company or any Restricted Subsidiary may issue, assume or Affiliates Interactive Radiation Inc (20%) Celgene Corp. (32%) Enaotronics, Inc. (36%) Codon (18%) Nova Pharmaceutical Corp. (3%) Codenoll Technology Corp. (16%) Ceramics Process System Corp. (7%) Joint Ventures China National Tobacco Corp. Polyplastics Co, Ltd. (45%) Ticona (41%) IB Chemicals Co. (50%) RV Chemicals Ltd. (40%) Virchen SA/NV (51%) Officers J. Dormann. Chairman E.H. Drew. Pres. & CJE.O. HJL Benz, V.P. -- Fin. & CF.O. D.G. Whitcomb, V.P. St Treas. DA Jenkins, V.P. & General Counsel R-W. Smedley, Vj. & Contr. JS). Libby, V.P. --Human Res. L Starr W3. Harris Vice-Presidents CE. Steel H.K. Hofmeister Rating -- A2 AUTH --$250,000,000; outstg., Dec 31, 1989, $250,000,000. DATED --Sept. 1, 1987. DUE --Sept 1, 1999. INTEREST -- M&Sl to holders registered F&A15. TRUSTEE -- Bank of New York. DENOMINATION --Fully registered, $1,000 or any multiple thereof. Transferable and exchangea ble without service charge. CALLABLE -- As a whole or in part at any time, at the option of Co., on at least 30 but not more than 60 days' notice beginning Sept. 1, 1997 at 100 plus accrued interest. guarantee indebtedness secured by mortgages which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all such other indebtedness outstand ing, does not exceed 5% of Net Tangible Assets. ? SALE AND LEASEBACK -- The Indenture pro vides that neither the Company nor any Restricted Subsidiary may enter into any Sale and LeaseBack Transaction with respect to a Principal Prop erty if the purchaser's commitment is obtained more than 120 days after the later of the comple tion or the placing in operation of such Principal Property or of such Principal Property as con SECURITY -- Not secured. Subordinated to all other debt INDENTURE MODIFICATION -- Indenture may be modified, except as provided, with consent of a majority of notes outstg. RIGHTS ON DEFAULT -- Trustee, or 25% of debs, outstg., may declare principal due and paya ble (30 days' grace for payment of interest). PURPOSE -- To repay corporate indebtedness. OFFERED -- ($250,000,000) at 99.625% plus accrued interest (proceeds to Co., 98.950%) on Aug. 25, 1987 thru First Boston Corp. and associ ates. structed or developed or substantially repaired, altered or improved. This restriction wifi not apply if either (a) the Company* or such Restricted Sub sidiary would be entitled to issue, assume or guar antee a debt secured by a mortgage on such Prin cipal Property without equally and ratably securing the'Notes or Debentures, as the case may be, or (d) the Company applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds thereof and, otherwise, an amount equal to the fair value of the Principal Property so leased to the retirement of the Notes or Debentures or other indebtedness of the Com 2. Hoechst Ceianesa Corp. 1997: 9.45% notes due pany or a Restricted Subsidiary, subject to reduc tion as set forth in each Indenture in respect of Notes. Debentures and other indebtedness retired A.W. Schuele J.H. Patterson Rating -- A2 during such 180 day period otherwise than for TS. Kennedy T.C. Bohrer A UTH --$250,000,000; outstg., Dec. 31, 1989, mandatory sinking funds and payments at matur H.E. Huckel U.H. Feicbt $250,000,000. ity. Such retirement of Debentures shall not be fQ je i redemption at an interest cost to OTHER DETAILS -- Not reporcec. ment fee l/i6 of 1% per annum on 'unused aref orn'pany of less than the rate of interest amounts. The 2250,000.000 of above-described tne ~ ,y ye Debentures. The Company or any credit lines provide the credit backup for Co.`s new Subsidiary, however, may enter into a He6Lr` ^ Lease-Badc Transaction which wouid ^e-wise be subject to the foregoing restriction so 5. Other Long-Term Debt Outstg.. Dec 31. '.988. 2225,265,000 consisting of: commercial paper program. The credit lines were unused at Dec. 31. 1989. -eatc an aggregate amount of attributable (1) 250,000.000 8.48% senior promissory notes i-` :v`w'fiich. together with all attributable debt out- due 1993 thru 2002. Co.'s debt instruments include covenants, as a*0'and ah indebtedness outstanding, does defined in the loan agreements, that require main '^^Jceed 5% of Net Tangible Assets. NTURE MODIFICATION -- Indenture hi modified, except as provided, with consent ^'3% <>f dcbS` OUtSt*` cfGHTS ON DEFAULT -- Trustee, or 25% of *t?s outstg. may declare principal due and paya90 days' grace for payment ot interest). prRPOSE -- Proceeds will be added to general (2) 222.500,000 13% senior promissory note, due 1990 thru 1998. (3) 215.000,000 8% notes, due 1990 and 1995. (4) 263,758.000 4.96%-10% pollution control bonds, net of funds held by trustees, due at vari ous dates thru 2012. tenance of consolidated net worth of not less than 22.300,000,000, and the limitation of dividends and other restricted payments. At Dec. 31, 1989. approx. 2585,000,000 was available for dividends or other restricted payments under grating loan agreements. Co. intends to continue its current pol icy to pay dividends to its parent at the discretion ...nos for application to Co.'s capital expenditure (5) 258,000,000 capital lease obligations, due to of Co.'s Board of Directors. Such dividends will be parent annually through 2030. used by the parent company to service acquisition nrrPRED -- (2100,000,000) at 99.75 plus accrued icrest (proceeds to Co., 98.875) on July 18, 1980 (6) 216.007,000 other. debt pertaining to the acquisition of Celanese. nru First Boston Corp. and associates During 1987, Co. entered into revolving credit PRICE RANGE -- 1990 1989 1988 1987 1986 agreements with banks that provide for loans up Capital Stock: Hoachat Calanasa Corp. com High............................................. ">7 ........ Low...............................^ ------------ 104*............. 111 103 a Hoechsl Celanese Corp. 9.8% medium-form notes due 2013 end 2018: to 2160,000,000 during a term ending Oct. 31t 1992. Under these agreements, Co. pavs a commitment fee of V16 of 1% per annum based on unused amounts. In 1989 , Co. entered into additional revolving credit agreements with several banks mon; par $0.10: AUTHORIZED--10,000 shs.; 1989. 10,000 shs.; par $0.10. outstg., Dec. 31, *L'TH. --125.000,000; outstg., Dec 31, 1989, that provide for loans up to 290,000,000 for a 525,000,000. renewable term of 364 days. Co. pays a commit See Control, above.