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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1997
[_] Transition report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period from __________ to __________
Commission File Number 33-13326
_____________
HOECHST CELANESE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-5568434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 INDEPENDENCE BOULEVARD
WARREN, NEW JERSEY 07059
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 231-2000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes___X___ No______
All outstanding shares of Hoechst Celanese Corporation stock are owned by its
parent, Hoechst Corporation.
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TABLE OF CONTENTS
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PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K............................................................. 11
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NOTE : The Registrant is referred to in this Form 10-Q/A as the Company or
Hoechst Celanese.
2
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PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
10.14 Agreement, signed April 10, 1997, between the Company and Harry
R. Benz (a portion of this exhibit has been omitted pursuant to a
request for confidential treatment)
27 Financial Data Schedule (included in electronic filing only)
(b) FORM 8-K
During the quarter ended March 31, 1997, no reports on Form 8-K were filed.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Form 10-Q/A has been signed on behalf of the Registrant by its Chief
Accounting Officer who is authorized to sign on behalf of the Registrant.
Hoechst Celanese Corporation
May 14, 1997 /s/ R. W. Smedley
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R. W. Smedley
Vice President and Controller
11
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INDEX TO EXHIBITS
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10.14 Agreement, signed April 10, 1997, between the Company and Harry R.
Benz (a portion of this exhibit has been omitted pursuant to a
request for confidential treatment)
27 Financial Data Schedule (included in electronic
filing only)
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Exhibit 10.14
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Hoechst Celanese Corporation
Route 202-206
P.O. Box 2500
Somerville, NJ 08876-1258
April 9, 1997
Mr. Harry R. Benz
Senior Vice President &
Chief Financial Officer
Hoechst Celanese Corporation
Route 202-206
P.O. Box 2500
Somerville, NJ 08876-1258
Dear Harry:
This letter will summarize our mutual agreement regarding your employment
with Hoechst Celanese Corporation.
1. You have agreed to continue in your position as Senior Vice President &
Chief Financial Officer until your eventual retirement from the Company.
[ * ]
However, you have not decided upon any specific retirement date at this
time.
2. Effective March 1, 1997, your base salary, on an annualized basis, was
increased to $400,000 per year.
3. At the end of 1997, you will receive a bonus equal to $10,000 for each
full week (partial weeks will be pro-rated) that you actually worked
during 1997. Weeks of vacation will not be included in your bonus
calculation unless certain mutually-agreed upon objectives involving the
Shell litigation are met. If these objectives are met, then you will also
be paid $10,000 per week for your weeks of vacation in 1997. This
special bonus will not be included in the calculations of your pension
benefit under the Hoechst Celanese Retirement Plan and the Hoechst Celanese
Executive Pension Plan. You may expect this bonus will be paid to you in
early 1998.
* The Company has omitted, pursuant to a request to the Securities and Exchange
Commission (the "Commission") for confidential treatment, this portion of this
letter agreement (hereinafter called the "Confidential Portion") and filed such
Confidential Portion separately with the Commission.
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4. You will continue in the Company's Long-Term Incentive Plan and you will be
entitled to a payout from that Plan following your retirement.
5. Upon retirement, you will be eligible for the Company's Executive Retiree
Medical Plan.
6. For a two-year period after your retirement, to the extent that Hoechst
Celanese Corporation, Hoechst Corporation or any of its affiliates continues
to maintain chauffeur services, you will be provided, on request, with such
chauffeur services.
7. In the event that you relocate within the two-year period following your
retirement, your relocation will be covered by the Company's Executive
Committee Relocation Plan. This Plan includes home sale assistance,
Guaranteed Price protection for the sale of your existing residence and
shipment of household goods to a retirement location.
We very much appreciate your willingness to continue your employment
with the Company and, personally, I am pleased that we will continue to work
together. On behalf of the Company, let me thank you for your many contributions
to the success of the entire Hoechst organization.
Sincerely,
HOECHST CELANESE CORPORATION
By: /s/ Thomas F. Kennedy
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Thomas F. Kennedy
/s/ Harry R. Benz
April 10, 1997
