SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended September 30, 1994
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition 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.)
1041 ROUTE 202-206
BRIDGEWATER, NEW JERSEY 08807
(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.
TABLE OF CONTENTS
PAGE
PART I--FINANCIAL INFORMATION
Item 1--Consolidated Financial Statements
Consolidated Balance Sheets - September 30, 1994 and
December 31, 1993.................................... 3
Consolidated Statements of Earnings -
Three and nine months ended September 30, 1994 and
1993................................................. 4
Consolidated Statements of Cash Flows -
Nine months ended September 30, 1994 and 1993........ 5
Notes to Consolidated Financial Statements............. 6
Item 2--Management's Discussion and Analysis of Financial
Condition and Results of Operations.................. 8
PART II--OTHER INFORMATION
Item 1--Legal Proceedings...................................... 11
Item 6--Exhibits and Reports on Form 8-K....................... 12
NOTE: The Registrant sometimes is referred to in this 10-Q as the Company or
Hoechst Celanese.
2
PART I--FINANCIAL INFORMATION
ITEM 1--CONSOLIDATED FINANCIAL STATEMENTS
HOECHST CELANESE CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31,
1994 1993
------------- ------------
(IN MILLIONS)
ASSETS
Current assets:
Cash and cash equivalents................... $ 296 $ 171
Marketable securities....................... 54 75
Net receivables............................. 1,321 1,336
Inventories (note 2)........................ 1,089 1,024
Prepaid expenses............................ 47 37
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Total current assets...................... 2,807 2,643
------- -------
Investments in affiliates..................... 367 342
Property, plant and equipment................. 4,983 4,762
Accumulated depreciation and amortization..... (1,978) (1,761)
------- -------
Net property, plant and equipment............. 3,005 3,001
------- -------
Other assets.................................. 330 298
Excess of cost over fair value of net
assets of businesses acquired................ 1,566 1,633
------- -------
Total assets.............................. $ 8,075 $ 7,917
======= =======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Commercial paper and current installments
of long-term debt.......................... $ 177 $ 20
Accounts payable and accrued liabilities.... 998 1,029
Dividend payable to parent.................. - 70
Notes and accounts payable, parent and
affiliates................................. 625 809
Income taxes payable........................ 191 333
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Total current liabilities................. 1,991 2,261
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Long-term debt................................ 1,086 879
Deferred income taxes......................... 10 52
Minority interests............................ 524 512
Other liabilities............................. 812 731
Stockholder's equity:
Common stock................................ - -
Additional paid-in capital.................. 2,856 2,769
Retained earnings........................... 747 655
Unrealized holding losses................... (1) -
Cumulative translation adjustment........... 50 58
------- -------
Total stockholder's equity................ 3,652 3,482
------- -------
Commitments and contingencies (note 3)
Total liabilities and stockholder's
equity................................... $ 8,075 $ 7,917
======= =======
See accompanying notes to consolidated financial statements.
3
PART I--FINANCIAL INFORMATION
ITEM 1--CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
HOECHST CELANESE CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1994 1993 1994 1993
---- ---- ---- ----
(IN MILLIONS) (IN MILLIONS)
Net sales..................................... $1,889 $1,649 $5,477 $4,791
Cost of sales................................. 1,470 1,292 4,288 3,715
------ ------ ------ ------
Gross profit................................ 419 357 1,189 1,076
Selling, general and administrative
expenses..................................... 244 233 788 679
Research and development expenses............. 76 67 221 188
------ ------ ------ ------
Operating income............................ 99 57 180 209
Equity in net loss of affiliates.............. - (2) (1) (8)
Interest expense.............................. (28) (18) (84) (55)
Interest and other income, net................ 7 16 19 43
------ ------ ------ ------
Earnings before income taxes, minority
interests and cumulative effect of
accounting changes......................... 78 53 114 189
Income taxes.................................. 19 29 (55) 68
------ ------ ------ ------
Earnings before minority interests and
cumulative effect of accounting changes.... 59 24 169 121
Minority interests............................ 35 16 77 52
------ ------ ------ ------
Earnings before cumulative effect of
accounting changes......................... 24 8 92 69
Cumulative effect of accounting changes,
net of tax................................... - - - (39)
------ ------ ------ ------
Net earnings................................ $ 24 $ 8 $ 92 $ 30
====== ====== ====== ======
See accompanying notes to consolidated financial statements.
4
PART I--FINANCIAL INFORMATION
ITEM 1--CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
HOECHST CELANESE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED
SEPTEMBER 30,
-------------
1994 1993
---- ----
(IN MILLIONS)
Operating activities:
Net earnings................................. $ 92 $ 30
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Cumulative effect of accounting changes,
net of tax................................ - 39
Depreciation and amortization.............. 360 330
Change in equity of affiliates............. 8 15
Tax provision less taxes paid.............. (185) 2
Changes in operating assets and liabilities:
Net receivables.......................... 161 82
Inventories.............................. 33 (153)
Accounts payable and accrued
liabilities............................. (103) (127)
Other, net............................... (38) (56)
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Net cash provided by operating
activities............................. 328 162
------- -------
Investing activities:
Capital expenditures......................... (339) (423)
Redemption of Loan to Parent................. - 176
Proceeds from sale of business and
assets...................................... - 2
Proceeds from sale of marketable
securities.................................. 80 44
Purchases of and investments in businesses
and assets.................................. (15) (22)
Purchases of marketable securities........... (66) (41)
------- -------
Net cash used in investing
activities............................. (340) (264)
------- -------
Financing activities:
Proceeds from long-term debt................. 478 7
Proceeds from short-term borrowings.......... 3,050 1,538
Payments on long-term debt................... (272) (38)
Payments on short-term borrowings............ (3,037) (1,390)
Dividends paid............................... (70) (85)
------- -------
Net cash provided by financing
activities............................. 149 32
------- -------
Exchange rate changes on cash................. (12) 8
Net increase (decrease) in cash and cash
equivalents............................... 125 (62)
Cash and cash equivalents at beginning of
period....................................... 171 213
------- -------
Cash and cash equivalents at end of
period....................................... $ 296 $ 151
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest, net of amount capitalized......... $ 124 $ 62
Income taxes................................ 130 57
See Note 1 for additional information on noncash activities.
See accompanying notes to consolidated financial statements.
5
PART I--FINANCIAL INFORMATION
ITEM 1--CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
HOECHST CELANESE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
Hoechst Celanese Corporation (the "Company") is wholly owned by Hoechst
Corporation, a holding company, itself a wholly owned subsidiary of
Hoechst Aktiengesellschaft ("Hoechst AG").
The consolidated financial statements are unaudited and subject to
year-end audit and adjustments. In the opinion of management, the financial
statements include all adjustments (consisting only of normal accruals)
which are necessary to present fairly the results for the interim periods
reported. Results for the nine-month period ended September 30, 1994 are not
necessarily indicative of the results that will be realized for the full
year. All significant intercompany balances and transactions have been
eliminated in consolidation. Certain reclassifications have been made in the
1993 consolidated financial statements to conform to the 1994 presentation.
The consolidated financial statements include the accounts of the Company,
its majority-owned subsidiaries, joint ventures and partnerships.
Effective January 1, 1994, Hoechst AG and Schering Berlin Inc.
("Schering") formed a worldwide joint venture to manufacture and sell
agricultural chemicals. In North America a joint venture was formed, AgrEvo
USA Company ("AgrEvo"), through Agri-Vet Inc., a wholly owned subsidiary of
the Company, and through NOR-AM Chemical Company, a wholly owned subsidiary
of Schering. The Company's contribution to the joint venture consisted of
its former U.S. and Hoechst Canada, Inc.'s ("HCI") former Canadian crop
protection businesses in exchange for a 60% interest. Schering's
contribution consisted of its former U.S. crop protection business in
exchange for a 40% interest. As of September 30, 1994 and for the nine
months then ended the effect on the Company's financial statements was to
increase Net sales, Operating income, and Net earnings by $187 million, $17
million and $10 million, respectively.
Also effective January 1, 1994 Hoechst Corporation agreed to increase its
investment in the Company by contributing the shares of HCI to the Company,
which resulted in an $87 million increase in Additional paid-in capital. HCI
is involved in various industries including industrial chemicals, colorants,
pharmaceutical production and crop protection. As discussed above, HCI's
crop protection business was contributed to the AgrEvo joint venture. The
Company consolidated the remainder of HCI, after the contribution of its
crop protection business to AgrEvo. As of September 30, 1994 and for the
nine months then ended, the effect on the Company's financial statements was
to increase Net sales, Operating income and Net earnings by $61 million, $2
million and $2 million, respectively.
6
PART I--FINANCIAL INFORMATION
ITEM 1--CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
HOECHST CELANESE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(2) INVENTORIES
SEPTEMBER 30, DECEMBER 31,
1994 1993
------------- ------------
(IN MILLIONS)
Finished goods.............................. $ 803 $ 600
Work-in-process............................. 125 144
Raw materials and supplies.................. 232 340
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Subtotal.................................. 1,160 1,084
Excess of current costs over stated values.. (71) (60)
------ ------
Total inventories......................... $1,089 $1,024
====== ======
(3) COMMITMENTS AND CONTINGENCIES
The Company is a defendant in a number of lawsuits, including product
liability and personal injury actions. Certain of these lawsuits purport to
be, or have been preliminarily certified as, class actions. In some of these
lawsuits, claimed damages are substantial. While it is impossible at this
time to determine with certainty the ultimate outcome of the lawsuits,
management believes, based on the advice of legal counsel, that adequate
provisions have been made for probable losses with respect thereto and that
the ultimate outcome will not have a material adverse effect on the
consolidated financial position of the Company, but may have a material
effect upon the results of operations in any given year.
Regarding the Plumbing Actions against the Company described in Part I,
Item 3 of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, the Company together with Shell Oil Company ("Shell") and
E.I. du Pont de Nemours and Company ("DuPont"), agreed to and announced, in
October 1994, a proposed settlement of a purported class action (pending in
the 164th Judicial District, Harris County, Texas) subject to court
approval, which would provide replumbings to qualifying homeowners with
leaking polybutylene plumbing systems throughout the United States. The
ultimate allocation of the settlement amount between Shell, DuPont and the
Company has yet to be determined. The Company is not liable for any alleged
defects in such systems, which were designed, manufactured and marketed by
other companies. Nonetheless, the Company has agreed to participate in the
settlement to reduce litigation expenses and to provide relief to qualifying
homeowners with polybutylene plumbing problems.
In order to mitigate the potential exposure to and cost of litigation, the
Company, together with Shell and DuPont, has agreed to continue funding the
Plumbing Claims Group ("PCG"). PCG is the company which assesses individual
repair requests and pays for certain repairs of qualifying homeowners with
leaking polybutylene plumbing systems. To date, PCG has been funded by the
Company, Shell and DuPont on an ongoing basis as monies were spent. The
Company, Shell and DuPont have agreed, should the proposed settlement
referred to above not receive court approval, to continue to fund PCG as
monies are spent up to $400 million to cover such future repairs. However,
the ultimate amount that will be allocated to each company has yet to be
determined.
7
PART I--FINANCIAL INFORMATION
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The first nine months of 1994 yielded sales of $5,477 million which increased
by 14% from $4,791 million for the same period in 1993. Sales for the third
quarter of 1994 increased by 15% to $1,889 million from $1,649 million in 1993.
The Fibers and Film segment experienced increases in sales for both the nine
months and the third quarter of 1994 over the comparable 1993 periods. Textile
Fibers sales increased for both the quarter and year-to-date periods. Volume
gains were achieved in both periods as polyester continues to operate at
capacity levels. Technical Fibers sales declined for the nine-month period
although third quarter sales exceeded the prior year. Oversupply conditions
versus the prior year, particularly for filter products and spunbond, have
negatively affected pricing. Additional export volumes of filter products
increased third quarter sales. Polyester Resins and Films experienced
significant sales growth for both periods in 1994 largely resulting from
increased market demand for packaging resins. Chemicals segment sales improved
both for the nine-month period and third quarter versus the comparable 1993
periods. Volumes remained strong in all product lines and improved most notably
in methanol, acetyls and acrylates. For both the nine months and third quarter,
commodity prices have continued to improve with the most marked increase in
methanol pricing. The Specialties and Advanced Materials segment had sales
growth for both periods in 1994 compared to the same periods in 1993.
Specialty Chemicals sales improved for both the third quarter and nine months
versus the comparable 1993 periods due primarily to increased volumes in
pigments because of favorable market conditions in the paint and plastics
industries. Dyes volumes continued to be lower as demand weakened. Prices were
lower in both periods versus the prior year due to competition in the dyes and
superabsorbents markets. Advanced Materials had strong sales growth compared to
1993 due to volume gains and moderate pricing improvements. This performance
reflects improved economic conditions and further commercialization of products
in the automotive and fiber optics industries. Sales in the Life Sciences
segment for the nine months and third quarter of 1994 have increased due to the
inclusion of $323 million and $97 million, respectively, related to the
consolidation of Copley Pharmaceutical, Inc. ("Copley"), Hoechst Canada, Inc.
("HCI") and AgrEvo USA Company ("AgrEvo"). (See Note (1) to the Consolidated
Financial Statements.) Additionally, the introduction of new animal health
products contributed to these improvements.
Selling, general and administrative expenses ("SG&A") have increased for both
the nine-month and three-month periods versus the same periods last year due
principally to a charge of $70 million in the second quarter of 1994, net of
estimated insurance recoveries. This charge was based on a review by the Company
of its exposure to product liability claims, together with a settlement in the
second quarter of 1994 relating to acetal copolymer resin sold to other
companies who manufactured fittings used in plumbing systems. (For more
information, see the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.) Excluding the effect of this charge, SG&A was higher
for both periods in 1994 largely due to the consolidation of Copley and AgrEvo,
discussed above. Research and development expenses were moderately higher than
1993, primarily in the Life Sciences and Advanced Technology segments.
Excluding the charge of $70 million discussed above, operating income
increased by $41 million for the nine-month period and by $42 million for the
third quarter. In the Fibers and Film segment, operating income improvements in
Textile Fibers reflect increased sales combined with on-going cost reduction
efforts and the realignment of manufacturing facilities. Technical Fibers
efforts to reduce costs coupled with improved volumes in the third quarter of
1994 contributed to an increase in segment operating income; however, year-to-
date volume shortfalls offset the
8
PART I--FINANCIAL INFORMATION
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
cost containment efforts and manufacturing efficiencies for the nine months. In
Polyester Resins and Films, third quarter and nine-month volume gains more than
compensated for the increase in plant fixed costs and raw material pricing
increases, particularly for paraxylene. Operating income for the Chemicals
segment improved for both the nine-month period and third quarter versus the
comparable 1993 periods primarily due to stronger domestic volumes and higher
methanol pricing partially offset by higher raw material cost of ethylene,
propylene and sourced methanol. In the Specialties and Advanced Materials
segment, Specialty Chemicals operating income declined for the nine months, as
increased sales volumes were not enough to offset higher manufacturing costs.
Operating income increased for the three-month period as higher manufacturing
costs were offset by reduced operating expenses. Volume gains resulted in
increased operating income for Advanced Materials for both periods. In the Life
Sciences segment, operating income was favorable to the comparable 1993 periods,
but still reflected a loss on the operating income level. The improvement
reflects the inclusion in 1994 of Copley, HCI and AgrEvo as well as a reduction
in wholesaler purchases during the fourth quarter of 1993 versus the prior year.
Interest expense increased by $29 million for the nine months and $10 million
for the third quarter compared to the same periods last year. The increase is
attributable to higher debt levels related to the acquisition of the majority
share of Copley during the fourth quarter of 1993 as well as increasing interest
rates. Equity in net loss of affiliates improved due to growth in the Japanese
and European economies and increased earnings in BHC Company (50% owned). This
was partially offset by start up costs incurred by Fortron Industries (50%
owned).
The Company made certain estimates in previous periods in providing for income
taxes. Based on more current information, the Company changed such accounting
estimates giving rise to a tax benefit of $63 million in the second quarter of
1994. The effective tax rate for the third quarter decreased from the comparable
1993 period due principally to losses experienced in the U.S. which are taxed at
higher rates. The effective tax rate for the nine-month period also decreased
from the comparable 1993 period due to these losses and tax benefit discussed
above.
In October 1994, the Company together with Shell Oil Company ("Shell") and
E.I. du Pont de Nemours and Company ("DuPont"), agreed to and announced a
proposed settlement of a purported class action (pending in the 164th Judicial
District, Harris County, Texas) subject to court approval, which would provide
replumbings to qualifying homeowners with leaking polybutylene plumbing systems
throughout the United States. The ultimate allocation of the settlement amount
between Shell, DuPont and the Company has yet to be determined. The Company is
not liable for any alleged defects in such systems, which were designed,
manufactured and marketed by other companies. Nonetheless, the Company has
agreed to participate in the settlement to reduce litigation expenses and to
provide relief to qualifying homeowners with polybutylene plumbing problems.(For
more information, see the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.)
In order to mitigate the potential exposure to and cost of litigation, the
Company, together with Shell and DuPont, has agreed to continue funding the
Plumbing Claims Group ("PCG"). PCG is the company which assesses individual
repair requests and pays for certain repairs of qualifying homeowners with
leaking polybutylene plumbing systems. To date, PCG has been funded by the
Company, Shell and DuPont on an ongoing basis as monies were spent. The Company,
Shell and DuPont have agreed, should the proposed settlement referred to above
not receive court approval, to continue to fund PCG as monies are spent up to
$400 million to cover such future repairs. However, the ultimate amount that
will be allocated to each company has yet to be determined.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the third quarter and nine months
of 1994 was 3.1 and 2.0, respectively, compared to 2.3 and 3.0 for the 1993
periods. The increase for the third quarter was the result of increased earnings
from operations offset by higher interest expense. The decline for the nine-
month period was the result of lower earnings from operations, principally due
to the charge of $70 million discussed above, and higher interest expense. For
purposes of calculating the ratio of earnings to fixed charges, earnings consist
of earnings from operations before fixed charges, minority interests, income
taxes and cumulative effect of accounting changes. Fixed charges consist of
interest and debt expense, capitalized interest and the estimated interest
portion of rents under operating leases.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents were $296 million on September 30, 1994, an increase
of $125 million from December 31, 1993. This increase primarily resulted from
net cash provided by operations of $328 million and by financing transactions of
$149 million, partially offset by $339 million of expenditures for capital
projects.
Long-term debt proceeds for the first nine months of 1994 included $250
million in 10-year 6 1/8% Notes, $150 million from the issuance of medium-term
notes, $40 million from the sale of tax exempt bonds and a $30 million loan from
Hoechst Corporation. These proceeds were used principally to repay the amount
borrowed by the Company under
9
PART I--FINANCIAL INFORMATION
ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
a revolving credit agreement with its parent in connection with the Copley
acquisition. There was no outstanding balance under this credit facility as of
September 30, 1994. During the first nine months of 1994, the Company entered
into short-term loan agreements with Hoechst AG and its affiliates in the
aggregate amount of $510 million. A portion of the proceeds was used to redeem
all of the $250 million 9.45% Notes. The Company had $113 million of commercial
paper outstanding at the end of the third quarter. In March, the Company paid
Hoechst Corporation a $70 million dividend.
The Company had an aggregate $175 million outstanding of its medium-term notes
as of September 30, 1994. The Company may sell from time to time up to an
additional $250 million of such notes. The proceeds of any medium-term notes to
be sold will be used for general corporate purposes.
The Company expects that its capital expenditures, investments and working
capital requirements will continue to be met primarily from internally generated
funds from operations. However, the Company may, due to the timing of funding
requirements or investments, supplement its liquidity from external or
affiliated sources. Such sources include the Company's medium-term note shelf
registration, its commercial paper program or loans from its parent or Hoechst
AG and affiliates.
10
PART II--OTHER INFORMATION
ITEM 1--LEGAL PROCEEDINGS
Regarding the Plumbing Actions against the Company described in Part I, Item 3
of the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1993, the Company together with Shell Oil Company ("Shell") and E.I. du Pont
de Nemours and Company ("DuPont"), agreed to and announced in October 1994, a
proposed settlement of a purported class action (pending in the 164th Judicial
District, Harris County, Texas) subject to court approval, which would provide
replumbings to qualifying homeowners with leaking polybutylene plumbing systems
throughout the United States. The ultimate allocation of the settlement amount
between Shell, DuPont and the Company has yet to be determined. The Company is
not liable for any alleged defects in such systems, which were designed,
manufactured and marketed by other companies. Nonetheless, the Company has
agreed to participate in the settlement to reduce litigation expenses and to
provide relief to qualifying homeowners with polybutylene plumbing problems.
Reference is made to Part II, Item 1 - Legal Proceedings of the Company's
report on Form 10-Q for the quarterly period ended June 30, 1994 for a
discussion of certain events relating to the Plumbing Actions.
Reference is made to Part II, Item 1 - Legal Proceedings of the Company's
report on Form 10-Q for the quarterly period ended March 31, 1994 for a
discussion of the finalization of confidential settlements in the Pampa and the
Kingsmill Texas State court actions against the Company.
Reference is made to Part II, Item I - Legal Proceedings of the Company's
report on Form 10-Q for the quarterly period ended June 30, 1994 for a
discussion relating to the Consent Order with the City of Mount Holly, North
Carolina.
11
PART II--OTHER INFORMATION
ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBIT
27 Financial Data Schedule.
(B) FORM 8-K
During the quarter ended September 30, 1994, no reports on Form 8-K were
filed.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this form 10-Q 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
/s/ R. W. Smedley
Vice President and Controller
November 14, 1994
12