<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CELANESE AG*
(Exact Name of registrant as specified in its charter)
*CELANESE CORPORATION
(Translation of Registrant's name into English)
FEDERAL REPUBLIC OF GERMANY NONE
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
65926 FRANKFURT am MAIN, GERMANY
(Address of principal executive offices)
CELANESE AMERICAS RETIREMENT SAVINGS PLAN
(Full title of the plan)
JULIE K. CHAPIN, ESQ., VICE PRESIDENT AND SECRETARY
CELANESE AMERICAS CORPORATION
86 MORRIS AVENUE
SUMMIT, NJ 07901
(Name and address of agent for service)
(908) 522-7500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED PROPOSED MAXIMUM
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED(1) REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ORDINARY SHARES WITH NO PAR VALUE 2,000,000 SHARES $22.28125(2) $44,562,500 $11,764.50
=======================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low
prices of the Registrant's Ordinary Shares on the New York Stock Exchange
on February 7, 2000, as reported in The Wall Street Journal on
February 8, 2000.
Page 1 of 8 Pages
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
- ----------
*Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), documents containing the information specified in Part I of
Form S-8 will be sent or given to each person resident in the United States
eligible to participate in the Plan. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute the Section 10(a) prospectus (the
"Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8 hereby incorporates by
reference the contents of the following documents filed by Celanese AG (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
(a) The Registrant's Prospectus filed pursuant to Rule
424(b)(1), filed with the Commission on October 26,
1999 relating to the Registrant's Registration
Statement on Form F-1 initially filed with the
Commission on September 27, 1999 (Registration No.
333-87889), as amended, and declared effective on
October 22, 1999;
(b) All reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since
October 22, 1999, including any subsequent reports on
Form 6-K; and
(c) The description of the ordinary shares of the
Registrant with no par value (the "Ordinary Shares"),
contained in the Registration Statement on Form 8-A
filed with the Commission on October 21, 1999
pursuant to Section 12(g) of the Exchange Act.
All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered have been sold
or that deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents so incorporated by reference.
Statements contained in the foregoing documents incorporated by reference shall
be deemed to be modified or superseded hereby to the extent that statements
contained herein, or in any subsequently filed documents that are amendments
hereto or that are incorporated herein by reference, shall modify or replace
such statements. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
The Registrant shall furnish without charge to each person to
whom the Prospectus is delivered, on the written or oral request of such person,
a copy of any or all of the documents incorporated by reference,
Page 2 of 8 Pages
<PAGE> 3
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference to the information that is incorporated). Requests
should be directed to the Benefits Department, Celanese Americas Corporation, 86
Morris Avenue, Summit, New Jersey 07901, telephone number (908) 522-7511.
All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated herein
or therein by reference.
ITEM 4. DESCRIPTION OF SECURITIES
The information required by Item 4 is not applicable to this
Registration Statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Celanese maintains liability insurance for members of the
Supervisory Board and the Management Board and officers of Celanese, including
insurance against liability under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 The English language translation of the form of Articles of
Association (Satzung) of the Registrant (incorporated by
reference from Exhibit 3.1 to the Post-Effective Amendment
to the Registrant's Registration Statement on Form F-1
(No. 333-87889) filed with the Commission on October 25,
1999.)
23.1 Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftspruefungsgesellschaft to
incorporation by reference of Independent Auditors' Report
24.1 Power of Attorney (included in signature page)
99.1 Celanese Americas Retirement Savings Plan Summary Plan
Description (SPD)
The Registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service in
a timely manner, and has made or will make all changes required by the Internal
Revenue Service in order to qualify the Plan under Section 401 of the Internal
Revenue Code of 1986, as amended.
Page 3 of 8 Pages
<PAGE> 4
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculating of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement,
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
the initial bona fide offering thereof.
Page 4 of 8 Pages
<PAGE> 5
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
[The remainder of this page has been intentionally left blank.]
Page 5 of 8 Pages
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Frankfurt am Main, Federal Republic of
Germany, on the 14th day of February, 2000.
CELANESE AG
By: /s/ Claudio Sonder
----------------------------------
Claudio Sonder
Chairman of the Management Board
By: /s/ Perry W. Premdas
----------------------------------
Perry W. Premdas
Member of the Management Board
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of Celanese AG (the "Registrant") hereby constitutes and
appoints Edmond A. Collins, Michael E. Grom, Ronald K. Silversten and Julie K.
Chapin, or any of them (with full power to each of them to act alone), his true
and lawful attorney-in-fact and agent, with full power of substitution, for him
and on his behalf and in his name, place, and stead, in any and all capacities
and on behalf of the Registrant, to sign, execute, and file this Registration
Statement under the Securities Act of 1933, as amended, and any or all
amendments (including, without limitation, post-effective amendments), with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission or any regulatory authority,
granting unto such attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same,
as fully to all intents and purposes as he himself might or could do, if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Name of Signatory Capacities in Which Signing Date
- ----------------- --------------------------- ----
/s/ Claudio Sonder Chairman of the Management Board February 14, 2000
- ---------------------- (Chief Executive Officer)
Claudio Sonder
</TABLE>
(Signatures continue on the following page)
Page 6 of 8 Pages
<PAGE> 7
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Perry W. Premdas Member of the Management Board February 14, 2000
- --------------------------- (Principal Financial Officer)
Perry W. Premdas
/s/ Peter Jakobsmeier Principal Accounting Officer February 14, 2000
- ---------------------------
Peter Jakobsmeier
/s/ Ernst Schadow Member of the Management Board; February 14, 2000
- ---------------------------
Ernst Schadow
/s/ Edward H. Munoz Member of the Management Board; February 14, 2000
- ---------------------------
Edward H. Munoz
/s/ Knut Zeptner Member of the Management Board; February 14, 2000
- ---------------------------
Knut Zeptner
/s/ Julie K. Chapin Authorized Representative in the United States February 14, 2000
- ---------------------------
Julie K. Chapin
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Plan Administrator has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Summit, State of New Jersey, on February 14, 2000.
CELANESE AMERICAS
RETIREMENT SAVINGS PLAN
By: /s/ Carol Parrillo
----------------------------------
Carol Parrillo
On behalf of the Celanese Americas
Benefits Committee
Page 7 of 8 Pages
<PAGE> 8
EXHIBIT INDEX
Regulation
S-K Exhibit
Number Description of Document
------ -----------------------
4.1 The English language translation of the
form of Articles of Association (Satzung)
of the Registrant, (incorporated by
reference from Exhibit 3.1 to the
Post-Effective Amendment to the
Registrant's Registration Statement on
Form F-1(No. 333-87889) filed with the
Commission on October 25, 1999.
23.1 Consent of KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftspruefungsgesellschaft to
incorporation by reference of Independent
Auditors' Report
24.1 Power of Attorney (included in signature
page)
99.1 Celanese Americas Corporation Retirement
Savings Plan Summary Plan Description
(SPD)
Page 8 of 8 Pages
<PAGE> 1
Exhibit 23.1
Accountants' Consent
The Supervisory Board
Celanese AG:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftspruefungsgesellschaft
Frankfurt am Main, Germany
February 14, 2000
<PAGE> 1
- --------------------------------------------------------------------------------
SUMMARY PLAN DESCRIPTION
OF THE
CELANESE AMERICAS
RETIREMENT SAVINGS PLAN
This document constitutes part of a prospectus covering
securities that have been registered under the
Securities Act of 1933
- --------------------------------------------------------------------------------
<PAGE> 2
SUMMARY PLAN DESCRIPTION
OF THE
CELANESE AMERICAS
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
INTRODUCTION 1
Plan History 1
Shortened Names 2
Statutory Compliance 2
Governing Document 2
OVERVIEW 3
GENERAL INFORMATION 4
Type of Plan 4
Plan Year 4
Trustee 4
Recordkeeper and Service Center 4
Plan Administrator 4
Agent for Service of Legal Process 5
Identification Numbers 5
PARTICIPATION IN THE PLAN 5
Eligibility Service 5
Enrollment 6
Participation After Reemployment 6
YOUR CONTRIBUTIONS TO THE PLAN 7
Before-Tax Contributions 7
After-Tax Contributions 8
Annual Compensation 8
Changing Your Contribution Rate 9
Rollovers to the Plan 9
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C>
Your Accounts 10
Annual Limits 10
MATCHING CONTRIBUTIONS 11
Amount of Match 11
Matching Account 12
Special Limit 13
Tax Treatment 13
INVESTMENT FUNDS 13
Earnings or Losses 13
Account Statements 14
Changing Your Investments 14
Celanese Americas Stock Fund 14
Your Investment Choices 15
Other Information 17
VESTING 17
Vesting Schedule 18
Vesting Service 18
Break in Service 19
Effect of Break in Service 19
Forfeiture 19
PAYMENT OF BENEFITS 20
Amount of Benefit 20
Form of Payment 21
Direct Rollover Option 22
Payment in Stock 23
DEATH BENEFITS 23
Your Beneficiary 23
Direct Rollover Option for Spouses 24
WITHDRAWALS 24
General Rules 24
Hardship Withdrawals 26
Payment in Stock 27
</TABLE>
-ii-
<PAGE> 4
<TABLE>
<S> <C>
LOANS 27
Amount of Loan 27
Loan Approval 29
Collateral 29
Interest Rate 29
Applying for a Loan Using the
Voice Response System 30
Other Rules 30
CLAIMS FOR BENEFITS 31
Initial Claim 31
Denial of Claim 31
Appeals Process 31
MISCELLANEOUS 32
Inactive Status 32
Overall Limit on Contributions 32
Other Restrictions 33
Qualified Domestic Relations Orders 33
Tax Treatment 33
Plan Amendment and Termination 34
Top-Heavy Rules 34
Tender Offer 34
INFORMATION AVAILABLE UPON REQUEST 35
YOUR RIGHTS UNDER ERISA 36
DOCUMENTS INCORPORATED BY REFERENCE 38
AVAILABLE INFORMATION 38
APPENDIX A - INVESTMENT FUND PERFORMANCE 39
APPENDIX B - PLAN LOAN DOCUMENTS 40
</TABLE>
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<PAGE> 5
SUMMARY PLAN DESCRIPTION
OF THE
CELANESE AMERICAS
RETIREMENT SAVINGS PLAN
INTRODUCTION
This is a summary of the Celanese Americas Retirement Savings
Plan as in effect on November 1, 1999. Celanese Americas Corporation maintains
the savings plan for the benefit of its own eligible employees and the eligible
employees of other companies that participate in the plan.
Plan History
The Hoechst Celanese Savings Plan was created on January 1,
1989. (It was the result of the merger of the American Hoechst Corporation
Savings Plan and the Celanese Savings and Investment Plan.) It was renamed the
Hoechst Corporation Retirement Savings Plan in 1998 but Hoechst Celanese
Corporation (later renamed HNA Holdings, Inc. and subsequently renamed CNA
Holdings, Inc.) retained principal sponsorship of the Plan.
In anticipation of the October 22nd spinoff by Hoechst AG of
its chemical businesses to Celanese AG, Hoechst Corporation was renamed Celanese
Americas Corporation. Celanese Americas Corporation assumed responsibility for
the savings plan from CNA Holdings, Inc. and renamed it the Celanese Americas
Retirement Savings Plan effective November 1, 1999.
The Hoechst Celanese Savings Plan for Coventry Hourly
Employees was merged with and into the Celanese Americas Retirement Savings Plan
effective November 1, 1999.
-1-
<PAGE> 6
Shortened Names
Throughout this summary, the Celanese Americas Retirement
Savings Plan and the Hoechst Corporation Retirement Savings Plan that preceded
it are referred to as "the Plan."
The Celanese Americas Retirement Plans Service Center is
called "the Service Center" for short. The Service Center may be reached at
1-800-331-BENE (2363).
Celanese Americas Corporation is referred to as "Celanese."
Celanese Americas Corporation and the other companies participating in the Plan,
grouped together, are called "the Company."
The Hoechst Celanese Savings Plan for Coventry Hourly\
Employees is referred to as "the Coventry Plan."
Statutory Compliance
The Plan is intended to qualify under section 401(a) of the
Internal Revenue Code of 1986 as amended, and to comply with all applicable
requirements of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), including provisions governing reporting, disclosure, participation,
vesting, and fiduciary responsibility.
The Plan is intended to be a plan described in section 404(c)
of ERISA and U.S. Department of Labor regulations Section 2550.404c-1. Thus, the
fiduciaries of the Plan may be relieved of liability for any losses that are the
result of investment instructions given by a plan participant or beneficiary.
Governing Document
This booklet summarizes the official Plan document. If there
is a difference between this booklet and the Plan document, the Plan document
will govern. The Plan, as it applies to all participants, may be changed or
ended at any time by written action of the board of directors of Celanese or, in
certain circumstances, by the Celanese Americas Benefits Committee.
You should keep this summary with your permanent records.
-2-
<PAGE> 7
OVERVIEW
The Plan belongs to a special class of retirement plans called
"401(k)" plans. It is designed to give you the opportunity to save money on a
tax-deferred basis. For every dollar you save under the Plan, up to 5% of your
pay, the Company will make a dollar-for-dollar matching contribution.
Your benefit from the Plan will supplement the retirement
income you may receive from the Retirement Pension Plan, Social Security, and
your personal savings.
Here are some highlights of the Plan:
- You become eligible to save money through the Plan when you
have one year of service.
- You may save 2% to 15% of your pay on a before-tax basis, an
after-tax basis, or a combination of both. The amount you decide to save will be
withheld by payroll deduction.
- The Company matches your savings dollar for dollar, up to 5%
of your pay each payroll period. You vest in matching contributions after three
years of service.
- Your savings and matching contributions are set aside in
individual accounts for you. You will receive periodic statements showing the
total of your account balances.
- Your accounts may grow through investment earnings but can
also shrink because of investment losses. The Plan offers a variety of
investment funds; you choose the ones you want to invest your money in.
- You are entitled to a payout of your Plan benefit -- that is,
the amounts in your accounts -- after you leave the Company. You do not have to
wait until retirement age.
- Under certain conditions, you may withdraw money from your
accounts while you're still working for the Company.
- The Plan's loan program offers an alternative to a withdrawal,
if you need access to your savings while you're still working for the Company.
You can initiate most Plan transactions through the Service
Center by calling 1-800-331-BENE (2363).
-3-
<PAGE> 8
GENERAL INFORMATION
Type of Plan
The Plan is a profit sharing plan with 401(k) and stock bonus
plan features. The Plan is designed to give you the opportunity to accumulate
funds on a tax-deferred basis and, if you like, to invest in Celanese AG
ordinary shares.
Plan Year
The books and records of the Plan are maintained on a plan
year basis. The Plan's plan year is the calendar year (January 1st to December
31st).
Trustee
The Plans's Trustee is Bankers Trust Company. Bankers Trust
may be reached at 130 Liberty Street, New York, NY 10006.
The function of the Trustee is to hold all of the Plan's
assets in a trust fund.
Recordkeeper and Service Center
Towers Perrin acts as recordkeeper for the Plan. Towers Perrin
may be reached by calling the Service Center at 1-800-331-BENE (2363).
All transactions initiated by using the Voice Response System
require the use of your personal identification number ("PIN"). You are solely
responsible for the safekeeping of your PIN. The Plan, the Benefits Committee,
and the Company will not be responsible for transactions initiated over the
Voice Response System by anyone who uses a valid PIN. In the event that someone
other than yourself (or someone acting on your behalf) has initiated a
transaction, you should call the Service Center immediately.
You may periodically change your PIN by calling the Service
Center.
Plan Administrator
-4-
<PAGE> 9
The Plan's plan administrator is the Celanese Americas
Benefits Committee, which is made up of the following Celanese personnel:
Vice President, Human Resources
Manager, Employee Benefits
Manager, Pension Plan
The Benefits Committee has general responsibility for
administering the Plan and reviewing claims for benefits. The Benefits Committee
may be reached at Celanese Americas Corporation, 86 Morris Avenue, Summit, NJ
07901, telephone (908) 522-7500.
Agent for Service of Legal Process
Legal process against the Plan may be served on the Secretary
of Celanese at 86 Morris Avenue, Summit, NJ 07901.
Identification Numbers
The Plan is identified by the tax identification number
assigned to Celanese, which is 22-1862783. The Plan's plan number is 333.
PARTICIPATION IN THE PLAN
If you were a participant in the Plan on October 31, 1999,
your participation automatically continues.
If you were a participant in the Coventry Plan on November 1,
1999, your participation in the Plan begins on that date.
Otherwise, you are eligible to participate in the Plan if you
are a non-union employee of the Company. (The only union employees who are
permitted to participate are those formerly covered by the Coventry Plan.) You
will become a participant on the first day of the month that coincides with or
immediately follows the date on which you complete one year of "eligibility
service."
Eligibility Service
-5-
<PAGE> 10
If you are a permanent, full-time employee of the Company (as
defined by your employer or the plant or facility where you work), you will have
a year of eligibility service when you have been continuously employed for 12
full consecutive months, counting from your employment date (or reemployment
date).
If you are a part-time or temporary employee of the Company, a
year of eligibility service is a 12-month period, beginning on your employment
date, in which you are credited with at least 1,000 hours of service. If you are
not credited with 1,000 hours of service during your first year of employment,
you will complete a year of eligibility service at the end of the first plan
year in which you are credited with at least 1,000 hours of service.
An "hour of service" is an hour for which you are paid or
entitled to be paid by the Company (or any affiliated company) for the
performance of employment duties. If you are paid for non-working periods such
as holidays, vacations, and sick time, you will also receive credit for hours of
service for those periods. Usually, no more than 501 hours of service will be
credited for any single, continuous, non-working period.
You will receive no credit for hours of service when you are
receiving workers' compensation, unemployment compensation, or long-term
disability insurance payments, or when you are being reimbursed for medical
expenses.
Enrollment
To start saving through the Plan, follow the instructions in
the enrollment kit that will automatically be mailed to you 45 days before you
are first eligible to participate. Return your completed enrollment and
authorization form and your beneficiary designation form to the Service Center
in the pre-addressed, stamped envelope in the kit. If you have any questions,
call the Service Center at 1-800-331-BENE (2363).
Participation After Reemployment
If your employment terminates after you become a participant,
you will be an inactive participant until your vested benefit is paid to you.
The "Miscellaneous" section contains information on inactive participant status.
-6-
<PAGE> 11
Some special rules apply if you leave and then, later, are
rehired:
- If you meet the conditions for Plan participation but
your employment terminates before you actually begin
to make contributions, and if you are then rehired,
you will be eligible to make contributions starting
on the first day of the month after your reemployment
date.
- If your employment terminates after you become a
participant and actually begin to make contributions,
and if you are then rehired, you may start making
contributions again as soon as administratively
practicable after you re-enroll (see below).
EXCEPTION: You will remain an inactive participant if
you have changed to a job category that the Plan does
not cover (generally, a union position).
- Contributions to the Plan do NOT automatically start
up again when you are rehired. If you want to start
contributing again, you must contact the Service
Center at 1-800-331-BENE (2363) to re-enroll.
YOUR CONTRIBUTIONS TO THE PLAN
The Plan is intended to allow you to save money on a
tax-deferred or "before-tax" basis, but you may also make "after-tax"
contributions. Both kinds of contributions are taken out of your pay by payroll
deduction. You may begin to contribute to the Plan as soon as you become a
participant (as defined on page 5), or at any time after that as long as you are
employed by the Company.
Before-Tax Contributions
Before-tax contributions are called that because you will not
have to pay federal income tax on these contributions until you get them back
from the Plan.
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<PAGE> 12
You may elect to contribute from 2% to 15% of your annual
compensation as before-tax contributions -- but if you want to make after-tax
contributions as well, the total of your before-tax and after-tax contributions
may not be more than 15% of your annual compensation.
After-Tax Contributions
You may also elect to make contributions that are taxable in
the year in which you make them -- that is, "after-tax" contributions.
If you make after-tax contributions to the Plan, you pay taxes
as you go. This means that the portion of your Plan benefit that is made up of
your after-tax contributions will not be taxed again when you receive it.
You may elect to contribute from 2% to 15% of your annual
compensation as after-tax contributions -- but if you want to make before-tax
contributions as well, the total of your before-tax and after-tax contributions
may not be more than 15% of your annual compensation.
Annual Compensation
For the purposes of the Plan, your annual compensation is:
- your regular taxable wages (base pay plus the
straight-time portion of any overtime you earn) paid
to you by the Company for the plan year,
PLUS
- the amounts you contribute to the Plan and to the
Celanese Americas Corporation Flexible Benefits
Program as before-tax contributions,
PLUS
- any shift premium payments, vacation and holiday pay
for time not worked, full-pay sick-leave pay,
military make-up pay, and jury duty make-up pay you
earn.
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<PAGE> 13
Federal law limits the amount of annual compensation that may
be taken into account for retirement plan purposes. For 2000, the limit is
$170,000; for the year 1999, it was $160,000. For years after 2000, contact the
Service Center at 1-800-331-BENE (2363) to learn the annual limit. The Internal
Revenue Service makes a cost-of-living adjustment to the compensation limit each
year.
Changing Your Contribution Rate
Contributions to the Plan are voluntary; you are not required
to contribute at all. If you do decide to contribute, you may change the
percentage of compensation that you will contribute in the future as before-tax
or after-tax contributions by calling the Service Center at 1-800-331-BENE
(2363). You may also stop your before-tax or after-tax contributions (or both)
at any time. Contributions will stop as soon as administratively practicable
after you notify the Service Center that you want to stop contributing to the
Plan.
After stopping your contributions, you may start making
contributions again by calling the Service Center to set a new contribution
rate.
If you notify the Service Center by midnight (EST) on
Wednesday, your change will go into effect with the next available payroll
period.
If you choose not to contribute to the Plan when you first
become a participant, you may start making contributions at a later time.
Payroll deductions will begin as soon as administratively practicable after you
notify the Service Center that you want to make contributions.
Rollovers to the Plan
Generally, you may contribute to the Plan only through payroll
deduction. However, if you have an interest in another qualified retirement
plan, or if you have transferred such an interest to an individual retirement
account ("IRA"), you may be allowed to transfer or "roll over" that interest to
the Plan.
The plan administrator must give you permission to do a
rollover. You may not do a direct rollover of an amount that is held in a
defined benefit plan or a money purchase pension plan.
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<PAGE> 14
If you want to roll over money into the Plan, contact the
Service Center at 1-800-331-BENE (2363) to request a rollover kit. The kit will
be mailed directly to your home.
Your Accounts
Amounts withheld from your paycheck as contributions to the
Plan will be paid to the Trustee as soon as reasonably practicable after each
payroll period, and never later than 15 business days after the end of the month
in which they were withheld.
Individual accounting for the different kinds of contributions
will be set up for you by the recordkeeper. Before-tax contributions will be
credited to your "before-tax account" and after-tax contributions will be
credited to your "after-tax account." Any amount you roll over to the Plan will
be credited to your "rollover account."
You will always have a nonforfeitable or "100% vested" right
to your contributions and earnings credited to your before-tax, after-tax, and
rollover accounts. This means that you have access to your money as soon as
administratively practicable after your employment terminates, even if you leave
before retirement age.
Annual Limits
Federal law limits the amount you may contribute in any one
calendar year to a 401(k) plan like the Plan.
The before-tax contribution limit is $10,500 for 2000 (and was
$10,000 for 1999). For years after 2000, contact the Service Center at
1-800-331-BENE (2363) to learn the annual limit. The Internal Revenue Service
makes a cost-of-living adjustment to the before-tax contribution limit each
year.
If you would exceed the annual before-tax contribution limit,
amounts that would otherwise go into your before-tax account will, instead, be
treated as after-tax contributions and will go into your after-tax account.
Certain higher-paid participants may be affected by rules that
"cap" the amount of contributions they may make. If these rules affect you in a
particular plan year:
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<PAGE> 15
- Your contributions may be reduced or stopped for the
rest of the plan year.
- Excess contributions (and any earnings on them) may
be taken out of the Plan and paid to you after the
end of the plan year. Matching contributions on the
excess contributions will be forfeited to the Plan.
- Any contributions and earnings returned to you must
be included in your taxable income.
The plan administrator will inform you if you will be affected.
MATCHING CONTRIBUTIONS
To add to your retirement savings in the Plan, the Company
will make a tax-deferred matching contribution on your behalf. Matching
contributions are based on your before-tax and after-tax contributions. The
Company will generally be entitled to a federal tax deduction for contributions
it makes to the Plan.
Amount of Match
The Company will match your contributions dollar for dollar --
but there is a cap on the match. Contributions that are in excess of 5% of your
compensation will not be matched.
EXAMPLE 1: If your compensation is $30,000, here's what happens at
different contribution levels:
<TABLE>
<CAPTION>
Savings Company Total Added
Rate Amount Match To Your Accounts
---------------------------------------------------------------------
<S> <C> <C> <C>
2% $ 600 $ 600 $1,200
5% $1,500 $1,500 $3,000
10% $3,000 $1,500 $4,500
15% $4,500 $1,500 $6,000
</TABLE>
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<PAGE> 16
Notice that the Company matches the first 5% of compensation ($1,500)
that you contribute.
It does not matter whether your contributions are all before-tax, all
after-tax, or a combination of both.
EXAMPLE 2: Suppose your compensation is $145,000 and you would like to
contribute to the Plan exclusively on a before-tax basis. But, since
the annual before-tax contribution limit will come into play at higher
contribution levels, some of your contributions may have to be
after-tax. (Remember, your before-tax contributions will change to
after-tax contributions when you hit the before-tax contribution
limit.)
If we use the 2000 plan year before-tax contribution limit of $10,500
(the 1999 plan year limit was $10,000), here's what happens at
different contribution levels:
<TABLE>
<CAPTION>
Savings
Rate Before-Tax After-Tax Match Total
-------------------------------------------------------------
<S> <C> <C> <C> <C>
5% $ 7,250 $ 0 $7,250 $14,500
8% $10,500 $1,100 $7,250 $19,950
10% $10,500 $4,000 $7,250 $21,750
15% $10,500 $11,250 $7,250 $29,000
</TABLE>
As you can see, the match is on the first 5% of compensation ($7,250)
that you contribute.
Note: Amounts that you roll over to the Plan are not matched.
Matching Account
The matching contributions made on your behalf will be
credited to your "matching account."
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<PAGE> 17
You will not have the right to receive the money in your
matching account until you are "vested." Vesting is discussed later in this
summary.
Special Limit
Certain participants may be affected by rules that limit the
amount of after-tax and matching contributions that may be made by or for
higher-paid employees. If you are affected in a particular year, the excess
after-tax contributions (and any earnings on them) shall be paid back to you and
the excess matching contributions made on your behalf (and any earnings on them)
will be taken out of your Account and may be forfeited to the Plan. The plan
administrator will inform you if the limit on after-tax and matching
contributions will affect you.
Tax Treatment
You will not have to pay federal income tax on the money the
Company contributes on your behalf until you receive a payout of your benefit
from the Plan.
INVESTMENT FUNDS
Under the Plan, you may choose the investment funds, from
several possible alternatives, in which the money in your accounts will be
invested. Information about the Plan's investment funds is given in this section
and in Appendix A.
The money in your accounts must be invested in multiples of 5%
of the total. The same investment choices will apply to your before-tax,
after-tax, and matching contributions. If you do a rollover to the Plan, you
will choose investments separately for your rollover account.
Each fund option within the Plan may also have a portion
invested in cash for liquidity purposes (e.g., to meet transfer and withdrawal
requests). These cash reserves are invested in high quality, conservative fixed
income securities that emphasize safety of principal and stable income.
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<PAGE> 18
Earnings or Losses
As of the last business day of each month, investment earnings
or losses and expenses will be allocated to Plan participants' accounts in
proportion to account balances. Your accounts will receive an allocation of
earnings or losses even if you are an inactive participant.
Brokers' fees and other investment charges and fees associated
with the recordkeeping and administration of the Plan may be paid from Plan
assets and charged against participants' accounts.
Account Statement
Periodically, you will receive an individual statement showing
the changes in the total of your account balances. Each statement will reflect
all adjustments since the date of your previous statement, including (1)
contributions made by you and the Company and (2) investment gains or losses.
Changing Your Investments
Future Plan Investments
You may change your choice of funds and/or the percentage
invested in each fund by calling the Service Center at 1-800-331-BENE (2363).
Changes will go into effect on the first day of the month after you give the
Service Center your new investment choices. All changes must be in multiples of
5%.
Existing Plan Investments
You may also transfer amounts already invested in one
investment fund to another investment fund by calling the Service Center.
Transfers will be made as of the last day of the month in which you give the
Service Center your transfer instructions in order to be effective as of the 1st
day of the following month for investment income and loss allocation purposes.
Celanese Americas Stock Fund
You will be able to invest your accounts in Celanese AG stock
when the Celanese Americas Stock Fund becomes available in April, 2000. Further
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<PAGE> 19
information about this new investment fund and all the other investment funds
is given below.
Your Investment Choices
You may choose to invest your Plan accounts in any or all of
the following investment funds:
1. Fund A, the Common Stock Fund, invests in common stocks,
primarily of major U.S. corporations, which are believed to be priced low
relative to their intrinsic, or real, value. The objective of this fund is to
provide long-term growth from capital appreciation and dividend income through
diversified investments in common stock. This fund is managed by Sanford C.
Bernstein Company.
2. Fund B, the Fixed Interest Fund, invests in a Time Deposit
Account with Citibank (South Dakota) N.A. This fund is insured up to $100,000 by
the Federal Deposit Insurance Corporation ("FDIC") for each participant account.
The objective of this fund is to provide a relatively predictable rate of return
while maintaining safety of principal and conservative income. This fund is
managed by Citibank (South Dakota) N.A. (CBSD).
3. Fund C, the Stock Index Fund, invests in the common stocks
that make up the S&P 500 Index. The S&P 500 Index is a diversified group of
stocks of 500 established companies, and is commonly used as a broad measure of
the overall stock market's performance. The S&P 500 Index is made up of
industrial, transportation, utility, and financial stocks. The objective of this
fund is to provide returns that closely match those of the S&P 500 Index as well
as long-term capital appreciation and dividend income. This fund is managed by
Bankers Trust Company.
4. Fund D, the Government Securities Fund, invests in direct
obligations of the U.S. Treasury (such as Treasury bills, notes, and bonds),
which are backed by the full faith of the U.S. Government. The fund can hold a
combination of securities with varying maturities or invest 100% of the
portfolio in money market instruments or 30-year Treasury Bonds. The objective
of this fund is to provide a moderate to high level of interest income and price
appreciation with the goal of outperforming the rate of inflation. This fund is
managed by Hoisington Investment Management Company.
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<PAGE> 20
5. Fund E, the Aggressive Growth Fund, invests in stocks of
smaller emerging growth companies perceived to have high earnings potential and
good management and financial strength. These stocks are generally traded on the
NASDAQ (OTC) market. The objective of this fund is to provide long-term growth
from capital appreciation by investing in common stocks of smaller companies
with high growth potential. This fund is managed by Columbus Circle Investors.
6. Fund F, the Balanced Fund, normally invests approximately
60% of its assets in bonds, 30% in large company stocks, and 5% in small company
stocks. International stocks make up the remaining 5% of the fund's assets. The
fund places strict limits on the proportion of stocks and bonds that can be
invested in a single company or industry -- no more than 5% is invested in any
one company, no more than 25% in one industry. The objective of this fund is to
provide high current income and long-term growth capital. This fund is managed
by JP Morgan Investment Management Co.
7. Effective April 1, 2000, Fund G, the Celanese Americas
Stock Fund, will be added as a seventh investment fund. (In some employee
communications, this fund may be referred to as the Company Stock Fund). The
Celanese Americas Stock Fund invests primarily in a single equity: Celanese AG
ordinary shares. Celanese AG ordinary shares are listed for trading on the New
York and Frankfurt Stock Exchanges. The market price of the Celanese AG ordinary
shares on both exchanges is expected to be substantially equivalent, subject to
fluctuations in currency exchange rates and local market conditions.
The performance of the Celanese Americas Stock Fund will not necessarily match
(upward or downward) the actual performance of Celanese AG ordinary shares in
the marketplace. As with other funds, an indeterminate portion of the Celanese
Americas Stock Fund may be maintained in cash to accommodate liquidity and other
administrative needs of the fund. Also, conditions affecting the market for
Celanese AG ordinary shares may exist that could cause a delay between a
participant's decision to increase or decrease his investment in this fund and
the fund's ability to implement that decision through the purchase or sale of
Celanese AG ordinary shares. For example, if there is a substantial immediate
investment in the fund when it first becomes available on April 1, 2000 and the
number of Celanese AG ordinary shares available for purchase at that time are
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<PAGE> 21
limited, there could be a delay in the purchase of shares. Similarly, if a
large number of participants all decide at approximately the same time to
decrease their investment in the fund and there are not a commensurate number
of buyers in the marketplace, there may be a delay in the sale of shares. As
you can see, because of these circumstances and the Plan's monthly valuation
system, you may not be able to increase or decrease your investment in Celanese
AG ordinary shares as frequently or as readily as you could using your own
money outside the Plan.
As with other funds that invest in stock, the value of Celanese AG ordinary
shares can fluctuate. Share prices can go down as well as up, and the lack of
diversification in the fund can result in large fluctuations in its value
(including a complete loss in value). Consequently, the value of your
contributions and earnings is at risk. Because the fund may also invest in cash,
the fund's performance may vary from the performance of the stock.
The total amount of Celanese AG ordinary shares registered for
offering under the Celanese Americas Stock Fund is currently 2,000,000 shares;
this amount may be increased from time to time as required. Celanese AG ordinary
shares will be purchased on the open market at prevailing market prices for the
fund.
The Trustee and custodian for the Celanese Americas Stock Fund
will be Bankers Trust Company. The broker for the fund will be BT Brokerage
Corporation, a division of Bankers Trust Company.
If you invest in the Celanese Americas Stock Fund, you will be
able to direct the Trustee, Bankers Trust Company, as to how to vote the shares
of Celanese AG stock corresponding to your pro rata interest in the Celanese
Americas Stock Fund. The Trustee will provide you with the annual report and
other materials that are provided to Celanese AG shareholders from time to time.
You will also be provided with proxy information.
Other Information
Information about the historical performance of Funds A, B, C,
D, E, and F is given in Appendix A of this summary.
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<PAGE> 22
The "Miscellaneous" section contains information about voting
your shares of Celanese AG stock in the event of a tender offer.
VESTING
If your employment terminates for a reason other than
retirement or total disability, your benefit from the Plan will depend on two
things: the balances in your accounts, and whether you are vested when your
employment terminates.
You will always have a nonforfeitable or "100% vested" right
to your contributions and earnings credited to your before-tax, after-tax, and
rollover accounts. But you must earn the right to the money in your matching
account. The process by which you do this is called "vesting."
Vesting Schedule
You will have a 100% vested right to the entire amount in your
matching account at all times after you have earned three years of vesting
service.
You will immediately become 100% vested in your matching
account, regardless of the number of years of vesting service you have earned,
if:
- you are still working for the Company when you reach
age 65,
- you die while you are still working for the Company,
- you retire under the terms of the Celanese Americas
Retirement Pension Plan,
- you terminate employment other than (1) for cause or
(2) because you voluntarily resign,
OR
- you suffer a total disability (see below) while you
are still working for the Company.
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<PAGE> 23
You have a total disability if you have a physical or mental
condition that (1) makes you unable to engage in any substantial gainful
activity and (2) is expected to last for a long time or to result in your death.
The Benefits Committee will decide whether your disability meets this standard.
Vesting Service
You earn a year of vesting service for each
12-consecutive-month period of employment with the Company, counting from your
employment date (or reemployment date).
You will earn vesting service for at least a portion of any
approved leave of absence. In addition, the Uniformed Services Employment and
Reemployment Rights Act of 1994 protects the benefits of individuals who leave
their jobs to serve in the armed forces. If you have been absent from work due
to military service and you return to work after December 11, 1994, you may be
entitled to have the time you were gone counted as years of vesting service.
If you have a break in service and then are rehired, you may
lose the vesting service you earned before the break in service. This is
discussed below.
Break in Service
A break in service is a period of 12 months that starts on
your termination date and ends on the day before the anniversary of your
termination date. You do not have a break in service until you have been absent
from work for the entire 12 months.
Your first break in service will be delayed for a year if you
are absent from work because of pregnancy, childbirth, or adoption, or care of
your child immediately after birth or adoption.
Effect of Break in Service
Once you are vested in your matching account, you cannot lose
your vesting service. This means that if you are vested, have a break in
service, and later come back to work, you will always receive credit for your
pre-break years of vesting service. Thus, you will always be 100% vested in your
-19-
<PAGE> 24
post-break matching account.
If you are not vested when you first have a break in service,
your breaks in service will generally cancel out your years of vesting service.
But, if you are rehired before you have five consecutive breaks in service, your
pre-break years of vesting service will be added to the years of vesting service
you earn after your reemployment. This means that you will become vested sooner
than you otherwise would.
Forfeiture
If you terminate your employment before becoming vested in
your matching account, you will forfeit (lose) that account and cease to be a
participant as soon as:
- you have five consecutive breaks in service
OR
- your other accounts are paid to you (or, if you have
no other accounts, as soon as administratively
practicable after your employment terminates).
Forfeited amounts are used in future years to reduce the
amount that the Company must contribute to the Plan as matching contributions.
PAYMENT OF BENEFITS
Under some retirement plans, you have to wait until age 65 to
receive benefits. With the Plan, you do not have to wait until any special age
- -- you may receive the vested amount in your accounts as soon as
administratively practicable after you terminate your employment.
Amount of Benefit
The exact amount of your benefit will depend on the vested
amount in your accounts.
-20-
<PAGE> 25
EXAMPLE 1: Your employment terminates when you have worked for the
Company for less than three years. When you leave, you have the
following account balances:
before-tax account $ 5,000
after-tax account $ 2,500
rollover account $ -0-
matching account $ 7,000
You are not vested in your matching account because you have not earned
three years of vesting service. Therefore, your benefit is the sum of
the amounts in your other accounts, or $7,500. (Remember, you are
always 100% vested in your before-tax, after-tax, and rollover
accounts.)
EXAMPLE 2: Your employment terminates when you have worked for the
Company for four years. When you leave, you have the following account
balances:
before-tax account $ 15,000
after-tax account $ 5,000
rollover account $ -0-
matching account $ 18,000
In this example, you are vested in your matching account, so your
benefit is the sum of the amounts in all of your accounts, or $38,000.
If your accounts remain in the Plan, they will continue to
share in investment earnings or losses through the last completed valuation date
preceding distribution. Therefore, your benefit may increase through earnings
(or decrease through losses) after your termination date.
Form of Payment
Your benefit from the Plan will be paid in one lump sum.
If the vested amount in your accounts as of your termination
date is $5,000 or less, your benefit will be paid as soon as administratively
practicable after your employment terminates.
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<PAGE> 26
If the vested amount in your accounts as of your termination
date is more than $5,000, you will usually be able to choose your benefit
payment date:
- If you leave before your normal retirement date
(defined below), you may choose any date after your
termination date, up to and including your normal
retirement date, as your benefit payment date.
- If you retire on your normal retirement date, you may
choose any date after that, up to and including
December 31st of the year that contains your normal
retirement date, as your benefit payment date.
- If you retire after your normal retirement date, your
benefit will be paid as soon as administratively
practicable after your employment terminates.
Your normal retirement date is the first day of the month
coinciding with or immediately following your 65th birthday.
If you have a choice about your benefit payment date, you must
call the Service Center at 1-800-331-BENE (2363) to request your benefit.
Instead of having your benefit paid to you, you may have it
transferred from the Plan to an IRA or another qualified retirement plan.
Information on this "direct rollover" option is given below.
Direct Rollover Option
You always have the right to have your Plan benefit
transferred to an IRA or another qualified retirement plan in a transaction
called a direct rollover, provided that the other plan will accept a rollover
from the Plan and that your benefit is an "eligible rollover distribution."
If you choose the direct rollover option, your benefit will
not be paid to you, but will be paid instead to the custodian of your IRA or the
Trustee of the other qualified retirement plan. The advantage of rolling over
your Plan benefit is that you will not owe any federal tax on the money until
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<PAGE> 27
later, when it is paid out to you.
If you are not doing a direct rollover to an IRA, the plan
receiving the money must be either (a) a defined contribution retirement plAn
described in section 401(a) of the Internal Revenue Code or (b) an annuity plan
described in section 403(a) of the Internal Revenue Code.
It is important to note that if you do not choose the direct
rollover option, you will owe income tax immediately, and 20% of your taxable
benefit payment will be withheld for federal income tax.
The Service Center will provide you with information about the
direct rollover option before your benefit is paid.
Payment in Stock
Ordinarily, benefits will be paid in cash. But, after April 1,
2000, you may, if you wish, receive the portion of your benefit that is invested
in the Celanese Americas Stock Fund in the form of whole ordinary shares of
Celanese AG, plus cash for any fractional shares.
You will be notified of your right to receive stock instead of
cash before your benefit is paid. Of course, this special rule will apply to you
only if you have money in the Celanese Americas Stock Fund.
DEATH BENEFITS
There are two situations in which the Plan will pay a death
benefit:
- If you die while you are still employed by the
Company, your beneficiary will receive a death
benefit equal to the total amount in your accounts
even if you were not vested prior to your death.
- If you die after your employment has terminated but
before you have received your vested benefit,
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<PAGE> 28
your beneficiary will receive a death benefit equal
to the vested amount in your accounts.
The death benefit will be paid to your beneficiary in one lump
sum upon submission of a distribution form and other related required documents
to the Service Center. For additional information and to request the required
forms contact the Service Center at 1-800-331-BENE (2363).
Your Beneficiary
The person who will receive the vested amount in your accounts
in the event of your death is called your beneficiary.
If you are married, your beneficiary will be your spouse,
unless your spouse consents in writing to your choice of a different
beneficiary. Such a consent must include a statement that your spouse
understands the effect of giving his/her consent and must be witnessed by a
notary public. Once your spouse has consented, you may not change your
beneficiary without further consent of your spouse, unless your spouse's
original consent gives you the right to do so, or unless your change is to name
your spouse as your beneficiary.
If you are not married, you may name anyone you like as your
beneficiary, and you may change your beneficiary at any time by filing a new
beneficiary designation form.
The Service Center will provide the beneficiary
designation/spousal consent form upon request.
If you do not designate a beneficiary, or if your beneficiary
dies before you do or your designation is invalid for any reason, the death
benefit will be paid to your surviving spouse or, if none, to your estate.
Direct Rollover Option for Spouses
A beneficiary who is a surviving spouse has the right to have
the death benefit transferred directly to an IRA. If your surviving spouse
chooses this direct rollover option, the death benefit will be paid to the
custodian of the IRA and will not be subject to federal income tax until later,
when the money is paid out of the IRA.
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<PAGE> 29
WITHDRAWALS
The Plan is intended to provide you with a retirement benefit,
so you are encouraged not to withdraw any money from the Plan while you are
still employed by the Company. Nevertheless, certain kinds of withdrawals are
permitted.
General Rules
You may withdraw money from the Plan only twice in any
12-month period, and you must take at least $500 each time (or the total amount
available for withdrawal, if less than $500).
If you take a withdrawal from the Plan, you will not be
permitted to return the money to the plan at any time.
To initiate a withdrawal, you must call the Service Center at
1-800-331-BENE (2363). Only participants actively employed by the Company may
request withdrawals.
Unless you want a hardship withdrawal (see below), you do not
have to ask for approval to withdraw money from your accounts. If you take a
withdrawal, the amount requested will be withdrawn in the following order:
- Any AFTER-TAX savings you made before January 1,
1987.
- Any AFTER-TAX savings you made on or after January 1,
1987 and the earnings on those savings.
- Earnings on any AFTER-TAX savings you made before
January 1, 1987.
- Up to 50% of the vested portion of your MATCHING
account. Matching contributions may be withdrawn only
after (1) they have been in your account for 24
months or (2) you have been a participant in the Plan
for at least five years.
- The total value of your ROLLOVER account.
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<PAGE> 30
- Your BEFORE-TAX savings, and the earnings on those
savings, if you're age 59 1/2 or older, or have a
financial hardship (only earnings up to January 1989
can be withdrawn in the case of a financial
hardship).
ONCE YOU HAVE REACHED AGE 59 1/2, you may withdraw all the
money in all of your accounts without asking for approval.
To find out the amount available for a withdrawal or to
request a withdrawal, call the Service enter at 1-800-331-BENE (2363).
If you need access to your accounts while you are still
working for the Company, a loan may be a better alternative than a withdrawal.
Loans from the Plan are discussed later in this summary.
Hardship Withdrawals
If you have a financial hardship, you may withdraw money from
your accounts in the following order: your after-tax account; 50% of the vested
portion of your matching account; your rollover account; and your before-tax
account (and the earnings thereon up to January 1989).
You have a financial hardship if you need money to:
- pay tax-deductible medical expenses incurred by you,
your spouse, or your dependents that are not eligible
for reimbursement under an insurance plan;
- purchase your primary residence;
- pay tuition and related educational fees for the next
12 months of post-secondary education for you, your
spouse, or your dependents;
- prevent your eviction from your primary residence or
foreclosure on your mortgage on your primary
residence.
You may apply for a hardship withdrawal by calling the Service
Center at 1-800-331-BENE (2363). Additional documentation regarding your
hardship will be required, and all hardship withdrawals must be approved by the
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<PAGE> 31
the Benefits Committee. To qualify for a hardship withdrawal, you must satisfy
the following: (1) you must have obtained all distributions (other than
hardship distributions) and all non-taxable loans available under all plans
maintained by the Company,(2) the amount of the hardship withdrawal must not
exceed the amount required to meet the immediate financial need created by the
hardship and to pay any federal and state withholding, (3) you are prohibited
from making any before-tax and after-tax contributions to the plan for at least
12 months after receipt of the hardship distribution, and (4) when you do
recommence making before-tax contributions the amount you may contribute during
the year in which you recommence contributions will be reduced.
Payment in Stock
Ordinarily, withdrawn amounts are paid in cash and are taken
proportionately from all the investment funds in which a particular account is
invested. After April 1, 2000, the portion of the withdrawal taken from the
Celanese Americas Stock Fund will be paid in the form of ordinary shares upon
request.
LOANS
You may borrow money from your Plan accounts if the Service
Center approves. You may apply for a loan by calling the Service Center at
1-800-331-BENE (2363). If you are going to apply for a loan over the phone, you
should read the information on the Voice Response System (see below) very
carefully.
Amount of Loan
You may borrow from your accounts in the following order: your
before-tax account; your after-tax account; your rollover account; and your
matching account, if you are vested in it.
You may not borrow less than $1,000 from the Plan, and all
loan amounts must be multiples of $100. The maximum you may borrow is determined
by a formula mandated by the Internal Revenue Code. That formula provides that
any new loan amount (when added to the outstanding balance of all other loans
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from the Plan) may not exceed the smaller of the following amounts:
- $50,000 reduced by the excess of (1) the highest
outstanding balance of loans during the 12 months
before a new loan is made over (2) the outstanding
balance of loans on the date of the new loan;
OR
- 50% of the vested amount in your accounts.
EXAMPLE 1: If the vested amount in your accounts is $12,000 and you
have never taken a loan before, the most you may borrow is 50% of
$12,000, or $6,000.
EXAMPLE 2: If the vested amount in your accounts is $140,000 and you
have never taken a loan before, the most you may borrow is $50,000.
EXAMPLE 3: Suppose the vested amount in your accounts is $125,000 and
you have a loan outstanding. The "$50,000 reduced by ..." limit
applies to you, so you need two additional pieces of information to
figure out your maximum loan amount. Assume that:
- the highest outstanding loan balance during the 12
months before your new loan is made equals $30,000
AND
- the outstanding loan balance on the date of the new
loan equals $20,000.
The most you may borrow is calculated as follows:
A. Determine the excess of the highest outstanding loan
balance during the 12 months before your new loan is
made over the outstanding loan balance on the date of
the new loan:
$30,000 - $20,000 = $10,000
B. Then, subtract the result of Step A from $50,000:
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$50,000 - $10,000 = $40,000
C. Then, subtract the outstanding balance of the current loan
from $40,000:
$40,000 - $20,000 = $20,000
D. Then, determine what is 50% of the vested amounts in your
accounts:
50% x $125,000 = $62,500
E. The maximum amount of your loan is the lesser of C or D:
C: $20,000
D: $62,500
Maximum: $20,000
Loan Approval
The Service Center will rule on loan applications in a uniform
and nondiscriminatory manner. It will take into consideration only the factors
that would be considered in a normal commercial setting by an entity in the
business of making similar types of loans. Thus, the Service Center may not
consider your race, color, religion, sex, age, or national origin, but may
consider your creditworthiness, collateral, and financial need. The Plan
prohibits you from taking a loan in order to purchase securities.
Loans from the Plan are usually repaid in installments through
payroll deduction. If the amount of each installment payment would exceed 25% of
your base pay, your loan application will be denied.
Collateral
If you take a loan from the Plan, you must put up collateral that is at least
equal in value to the amount of the loan. In other words, if you borrow $1,500,
your collateral must be worth at least $1,500.
The only collateral the Plan will accept is your account
balance. No more than 50% of the vested amount in your accounts, valued at the
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time you get the loan, can be used as collateral.
Interest Rate
The Plan will charge interest on your loan. The exact rate of
interest will be determined when your loan is approved by the Service Center; it
will be the prime lending rate (as published in The Wall Street Journal on the
last Wednesday of the month) plus 1%.
Applying for a Loan Using
the Voice Response System
When you apply for a loan using the Voice Response System,
there are certain rules you should be aware of:
1. All transactions initiated by using the Voice Response
System require the use of your personal identification number ("PIN"). You are
solely responsible for the safekeeping of your PIN. The Plan, the Benefits
Committee, and the Company will not be responsible for transactions initiated
over the Voice Response System by anyone who uses a valid PIN. In the event that
someone other than yourself (or someone acting on your behalf) has initiated a
transaction, you should call the Service Center immediately.
2. There are restrictions on when you may cancel your request
for a loan. Your right to cancel a loan request will be explained over the Voice
Response System. In no event will you be permitted to cancel a loan once the
loan is processed.
3. Certain documents will be provided to you when your loan is
processed. Samples of those documents are included in Appendix B of this
summary. You should have this summary, open to Appendix B, in front of you when
you request a loan.
Other Rules
You will have to pay any fees or charges that may be
associated with the processing of your loan.
You may have only two loans outstanding at a time, and only
one of them may be a home loan. If you are requesting a home loan you will be
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asked to provide additional information and documentation.
As noted above, loans are usually repaid in installments
through payroll deduction (24 annual installments if you are paid on a bi-weekly
basis and 48 annual installments if you are paid on a weekly basis) and except
in the case of a home loan, must be repaid within 60 months. Home loans must be
repaid within 180 months. If you are on unpaid leave of absence, contact the
Service Center at 1-800-331-BENE (2363) for information about continuing to
repay your loan.
You may pay off the remaining balance of your loan at any time
after a three-consecutive-month period in which payments were (or could have
been) made. The Service Center can tell you how much you need to pay to do an
early loan payoff.
Generally, if your employment terminates and you have an
outstanding loan, you will be required to pay off the remaining balance (plus
accrued interest) within 30 days of receipt of a default notice. If you do not,
the outstanding balance of the loan will generally be treated as a taxable
benefit payment from the Plan.
Loan repayments will be paid back into your accounts based
upon your current investment elections at the time of repayment.
More information about loans from the Plan is available from
the Service Center.
CLAIMS FOR BENEFITS
Initial Claim
You begin the process of "claiming" your benefit by calling
the Service Center at 1-800-331-BENE (2363). You should notify the Service
Center well before your expected retirement date -- or the date on which you
would like a benefit payment, withdrawal, or loan -- to ensure timely payment.
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Denial of Claim
If your claim for a benefit, loan, or hardship withdrawal is
denied for any reason, the Benefits Committee will notify you of this, in
writing, within 90 days (or 180 days under special circumstances) after it
receives your claim. The notice of denial will explain the specific reason(s)
for the denial, refer to the specific Plan provisions on which the denial is
based, describe any additional information required in order to perfect the
claim, tell why this information is necessary, and explain the steps to be taken
if you wish to submit your claim for review.
Appeals Process
If you wish to appeal a denied claim, or if you disagree with
an interpretation of the Plan, a statement of fact, or the Benefits Committee's
computation of your benefit, you may petition the Benefits Committee for a
review. Your petition must be made within 60 days of the date on which you
receive your notice of denial, and must be made in writing. The Benefits
Committee will render a written decision within 60 days (or 120 days under
special circumstances) after it receives your petition.
MISCELLANEOUS
Inactive Status
After your employment terminates, you will be an inactive
participant until your vested benefit is paid to you. While you are an inactive
participant, you will not be permitted to make contributions to the Plan; the
Company will not make any matching contributions on your behalf; and you will
not be permitted to request a withdrawal from the Plan or make a rollover
contribution to the Plan. Your accounts will continue to grow through investment
earnings (or decrease through losses) until your benefit is paid out and you
will be allowed to transfer money within the funds offered under the Plan.
Overall Limit on Contributions
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Federal law sets a limit on the amount that may be allocated
to your accounts in any year.
The total amount allocated to your accounts in any one year
may not be more than the smaller of (1) 25% of your compensation for the plan
year, or (2) $30,000. The $30,000 "ceiling" may be adjusted periodically by the
Internal Revenue Service. Contact the Service Center at 1-800-331-BENE (2363) to
learn the current limit.
Matching contributions and your own contributions are all
included in reaching the total, but amounts you rolled over are not included.
Excess contributions (and earnings on them) attributable to after-tax or
before-tax contributions will be returned to you, if necessary, to avoid a
violation of the limit. Excess contributions (and earnings on them) attributable
to matching contributions will be taken out of your Account and forfeited to the
Plan.
Other Restrictions
The Plan was designed to help provide financial security for
you and your family in your later years. Therefore, except as described in this
summary, you are not permitted to assign your benefit to another person or use
your benefit as collateral for a loan.
Qualified Domestic Relations Orders
Federal law does permit payment of all or a portion of your
benefit to another person, provided that such a payment is made in compliance
with a qualified domestic relations order or "QDRO" relating to child support,
alimony, or marital property rights payments. In accordance with federal law,
the Plan has QDRO procedures, a copy of which may be obtained by calling the
QDRO Answer Line at (215) 772-7400.
Tax Treatment
The income tax rules relating to benefits paid from retirement
plans are complicated and change frequently. Some of the basic, current rules
are as follows:
For federal income tax purposes, a benefit payment or
withdrawal from the Plan, which is attributable to your before-tax
contributions, is considered taxable income for the year in which you receive
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it. Such amounts will usually be taxed at ordinary income rates.
State and local laws regarding the taxation of amounts paid
from "401(k)" plans vary.
If your benefit consists in part of after-tax contributions on
which you have already paid taxes, this part of a benefit payment or withdrawal
(but not the income which it has earned) will not be taxed again.
In general, you must pay an additional 10% federal tax on any
benefit payment or withdrawal you receive before you reach age 59 1/2. But
payments made on account of death, disability, or early retirement at or after
age 55 are not subject to this additional tax.
If you roll over your benefit to an IRA or another qualified
retirement plan, you will not owe any Federal income tax on the money until
later, when it is paid out to you. This method of postponing tax is discussed in
more detail in the section called "Payment of Benefits."
Tax issues associated with the Plan are complicated. You
should consult with a professional tax advisor prior to taking any money out of
the Plan.
Plan Amendment and Termination
Although the Plan is intended to be permanent, Celanese
reserves the right to amend or terminate it at any time by action of its Board
of Directors. In addition, your employer may terminate its participation in the
Plan at any time. In some situations, the Plan may also be amended by the
Benefits Committee. Changes to the Plan will be made by written amendments to
the official Plan document.
If your employer terminates its participation in the Plan, or
if the Plan is terminated in its entirety, you will immediately become 100%
vested in your matching account.
Because the Plan is a "defined contribution plan" and does not
guarantee a specific benefit amount to participants, benefits are not insured by
the Pension Benefit Guaranty Corporation.
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Top-Heavy Rules
Federal law provides that if the Plan is shown to benefit
certain "key employees" disproportionately, the Plan will be declared
"top-heavy" and become subject to special rules. In the unlikely event that the
Plan is declared "top-heavy," you will receive information concerning the impact
of top-heaviness.
Tender Offer
As the section on "Investment Funds" pointed out, you will be
able to invest your accounts in the Celanese Americas Stock Fund when it becomes
available in April, 2000.
If Celanese AG ordinary shares become the object of a tender
offer, all Plan participants who have money in the Celanese Americas Stock Fund
will be asked if they want the Trustee to sell or "tender" the ordinary shares
held on their behalf. IMPORTANT: If this occurs and you do not respond, it will
be assumed that you do not wish to have the shares tendered. Because the Trustee
will only tender ordinary shares of Celanese AG if it is specifically instructed
to do so, you should consider your response (or non-response) carefully.
INFORMATION AVAILABLE UPON REQUEST
You may request any of the additional following information by
contacting the Benefits Committee at Celanese Americas Corporation, 86 Morris
Avenue, Summit, NJ 07901, telephone (908) 522-7500:
(i) a description of the annual operating
expenses of each investment alternative which reduce the rate
of return to participants and beneficiaries and the aggregate
amount of such expenses expressed as a percentage of the
average net assets of the designated investment alternative;
(ii) copies of any prospectuses, financial
statements and reports, and of any other materials relating to
the investment alternatives available under the plan, to
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the extent such information is provided to the plan;
(iii) a list of the assets comprising the
portfolio of each designated investment alternative which
constitute plan assets within the meaning of 29 CFR
2510.3-101, the value of each such asset , and, with respect
to each such asset which is a fixed rate investment contract
issued by a bank, savings and loan association or insurance
company, the name of the issuer of the contract, the term of
the contract, and the rate of return on the contract;
(iv) information concerning the value of
shares or units in designated investment alternatives
available to participants and beneficiaries under the plan, as
well as the past and current investment performance of such
alternatives, determined net of expenses, on a reasonable and
consistent basis; and
(v) information concerning the value of
shares or units in designated investment alternatives held in
the account of the participant or beneficiary.
YOUR RIGHTS UNDER ERISA
As a participant in the Plan, you have certain rights and
protections under ERISA. You are entitled to:
1. Examine, without charge, at the Benefits Department and
other specified locations, all plan documents and copies of all documents filed
by the Plan with the U.S. Department of Labor, such as detailed annual reports.
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2. Obtain a copy of the plan document upon written request to
the Benefits Committee. The Benefits Committee may make a reasonable charge for
the copies.
3. Receive a summary of the Plan's annual financial report.
The Benefits Committee is required by law to furnish each participant with a
copy of this summary annual report.
4. Obtain a statement telling you whether you have a right to
receive a benefit at age 65 and, if so, what your benefit would be at age 65 if
you stopped working now. If you do not have a right to a benefit, the statement
will tell you how many more years you have to work to get a right to a benefit.
This statement must be requested in writing, and no one is required to give such
a statement more than once a year. The Benefits Committee must provide the
statement free of charge.
In addition to creating rights for Plan participants, ERISA
imposes duties upon the people who are responsible for the operation of the
Plan. The people who operate the Plan, called "fiduciaries" of the Plan, have a
duty to run the Plan prudently and in the interest of you and other Plan
participants and beneficiaries. No one, including your employer, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
benefit or exercising your rights under ERISA.
If your claim for a benefit is denied in whole or in part, you
must receive a written explanation of the reason for the denial. You have the
right to have the Benefits Committee review and reconsider your claim.
Under ERISA, there are steps you can take to enforce your
rights. For instance, if you request materials from the Plan and do not receive
them within 30 days, you may file suit in a federal court. In such a case, the
court may require the Benefits Committee to provide the materials and pay you up
to $100 a day until you receive the materials, unless the materials were not
sent because of reasons beyond the committee's control.
If you have a claim for benefits which is denied or ignored,
in whole or in part, you may file suit in a state or federal court. If it should
happen that Plan fiduciaries misuse the Plan's money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court.
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The court will decide who should pay court costs and legal fees. If you win the
suit, the court may order the person you have sued to pay these costs and fees.
If you lose, the court may order you to pay these costs and fees -- for example,
if it finds that your claim is frivolous.
If you have any questions about the Plan, you should contact
the Service Center (at 1-800-331-BENE (2363)) or the Celanese Benefits
Department. If you have any questions about your rights under ERISA, you should
contact the nearest office of the Pension and Welfare Benefits Administration,
U.S. Department of Labor, listed in your telephone directory, or the Division of
Technical Assistance and Inquiries, Pension and Welfare Benefits Administration,
U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, DC 20210.
DOCUMENTS INCORPORATED BY REFERENCE
The documents incorporated by reference in Celanese Americas
Corporation's registration statement on Form S-8 registering Celanese AG
ordinary shares offered under the Plan (which are incorporated herein by
reference), and any documents required to be delivered pursuant to Rule 428(b)
under the Securities Act of 1933, are available from Celanese Americas
Corporation, without charge, upon written or oral request addressed to the
Benefits Committee, 86 Morris Avenue, Summit, NJ 07901, telephone (908)
522-7500. Additional information about the Plan and its administrators may also
be obtained from the Benefits Committee at the address and telephone number set
forth above.
AVAILABLE INFORMATION
As a result of registering its shares, Celanese AG became subject to
the informational requirements of the Securities Exchange Act of 1934, and files
reports and other information with the Securities and Exchange Commission. You
may examine the reports and other information filed by Celanese AG, without
charge, at the public reference facilities maintained by the Securities and
Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Securities and Exchange Commission's regional offices located
at Suite 1400, Northwest Atrium Center, 500 West Madison Street, Chicago,
Illinois, 60661-2551 and Room 1300, Seven World Trade Center,
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New York, New York 10048. You may also receive copies of these materials by mail
from the Securities and Exchange Commission at 1-800-SEC-0330. The Commission
also maintains a Web site (http://www.sec.gov) that contains reports, proxy, and
information statements and other information regarding registrants, such as
Celanese AG, that file electronically with the Commission. The ordinary shares
of Celanese AG are traded on the New York Stock Exchange, and the materials are
available for inspection and copying at their offices at 20 Broad Street, New
York, New York 10005.
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APPENDIX A
INVESTMENT FUND PERFORMANCE
The following chart shows the investment performance for the 1 year, 3-year, and
5-year periods ended December 31, 1999 of the Common Stock Fund, Government
Securities Fund, Fixed Interest Fund, Aggressive Growth, Stock Index Fund, and
Balanced Fund. Because the Balanced Fund was a newly created fund for the Plan
as of April 1, 1995, the 5-year investment performance listed below is actually
the performance for the fifty-seven month period beginning April 1, 1995 and
ending December 31, 1999.
The Celanese Americas Stock Fund will be available April 1, 2000. Because this
Stock Fund is a newly created fund, no performance history is available at this
time. Information concerning Celanese AG's business, including historical
financial information which has been filed with the Securities and Exchange
Commission is available upon request.
RETIREMENT SAVINGS PLAN
INVESTMENT FUND PERFORMANCE
[RETIREMENT SAVINGS PLAN INVESTMENT FUND PERFORMANCE GRAPHIC]
AVERAGE ANNUAL RATE OF RETURNS
<TABLE>
<CAPTION>
Fund 1999 3-Year 5-Year
<S> <C> <C> <C>
A - Common Stock 1.00 13.30 21.08
B - Fixed Interest 5.40 5.73 5.94
C - Stock Index 21.30 28.00 29.02
D - Government Securities (11.00) 6.83 10.18
E - Aggressive Growth 90.00 32.40 25.26
F - Balanced* 8.50 12.43 10.94
G - Company Stock** 0.00 0.00 0.00
</TABLE>
*The Balanced Fund began August 1,1995
**The Company Stock is available April 1,2000
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