<PAGE>
- - ----------------------------------------------------------------------
- - ----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10K / A
AMENDMENT NO. 1
/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
/ / For the Fiscal Year Ended December 31, 1993
or
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 1-8472
-------------------
HEXCEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-1109521
(State of Incorporation) (I.R.S. Employer Identification No.)
5794 W. Las Positas Boulevard
Pleasanton, California 94588-8781
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (510) 847-9500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
COMMON STOCK NEW YORK STOCK EXCHANGE
COMMON STOCK PACIFIC STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
7% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2011
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 _______
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value as of April 8, 1994 of voting stock
held by nonaffiliates of the registrant: $27,411,851.
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan of reorganization
confirmed by a U.S. Bankruptcy Court.
Yes ______X No _______ (Note: To date, no plan confirmed, no
securities distributed)
The number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at April 8, 1994
------------ ----------------------------
COMMON STOCK 7,309,827
- - ------------------------------------------------------------------
- - ------------------------------------------------------------------
<PAGE>
The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, was filed on April 15, 1994, in compliance with the Rules
promulgated under the Securities Exchange Act of 1934, as amended (the "Rules"),
including Rule 12b-25, which allows for an automatic 15 day extension of the
time for filing. As permitted by the Rules, the material in Items 11 and 12
were incorporated by reference to the definitive Proxy Statement of the Company,
even though not then filed with the Securities and Exchange Commission.
Pursuant to the Rules, since the definitive Proxy Statement has not been filed
within 120 days following the end of the Registrant's fiscal year, the
Registrant is amending this Form 10-K to provide the information required by
Items 11 and 12.
Items 11 and 12 of this Form 10-K are hereby amended and restated to read
in full as follows:
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation (1) Long-Term Compensation
------------------------------------------ ---------------------------------------------------
Awards Payouts
------------------------------------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name & Principal Salary Bonus Compensation Awards Options/SARS Payouts Compensation
Position Year ($) ($) ($) (5) ($) (6) (#) (7) ($) (8) ($) (9)
---------------- ---- ------ ----- ------------ ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R.L. Witt (2) 1993 $210,000 $0 $ --- $110,813 68,000 $0 $ 810,141
Chairman & Chief 1992 360,000 0 --- 91,936 37,400 0 6,866
Executive Officer 1991 340,000 126,710 --- 82,529 88,375 0 ---
J.J. Lee (3) 1993 160,005 0 --- 0 0 0 51,675
Chairman and 1992 --- --- --- --- --- --- ---
Co-Chief Executive 1991 --- --- --- --- --- --- ---
Officer
J.L. Doyle (3) 1993 156,159 0 --- 0 0 0 68,475
Vice Chairman and 1992 --- --- --- --- --- --- ---
Co-Chief Executive 1991 --- --- --- --- --- --- ---
Officer
D.J. O'Mara 1993 191,250 0 --- 49,619 33,500 0 6,000
President and Chief 1992 163,731 0 --- 33,713 15,000 0 4,364
Operating Officer 1991 80,000 27,000 --- 15,998 20,000 0 ---
D.G. Schmidt (4) 1993 179,317 0 --- 44,325 24,000 0 4,085
VP and Chief 1992 172,008 0 --- 35,138 15,000 0 4,364
Financial Officer 1991 160,000 50,000 --- 32,375 20,000 0 ---
R.A. Penezic 1993 152,004 0 --- 39,400 20,000 0 4,560
VP-Human 1992 152,004 0 --- 31,053 10,000 0 4,560
Resources & 1991 142,000 38,000 --- 27,576 20,000 0 ---
Administrative Operations
G.L. Sandercock 1993 140,004 0 --- 35,706 15,000 0 4,136
VP-Manufacturing 1992 140,004 0 --- 28,607 8,000 0 4,200
1991 131,000 20,000 --- 25,436 15,000 0 ---
<PAGE>
<FN>
(1) Annual compensation includes amounts earned in the fiscal year, whether or
not deferred.
(2) Mr. Witt's employment as Chairman and Chief Executive Officer terminated
effective July 30, 1993.
(3) Messrs. Doyle and Lee served as Hexcel consultants in July and August, and
as employees from September 1 to December 31, 1993. Mr. Doyle
resigned as Co-Chief Executive Officer effective December 31, 1993.
(4) Included is Mr. Schmidt's $12,754 of short-term disability payments during
1993.
(5) Aggregate perquisite values do not exceed the lesser of $50,000 or 10% of
reported salary and bonus for each year.
(6) Restricted stock is subject to certain restrictions requiring that the
executive remain in the Company's employ for a period of five years before
being entitled to receive all of the shares issued. The executive does not
pay cash for the shares issued. The shares are non-transferrable while
restricted; however, the holder is entitled to vote the shares and receive,
without restrictions, all dividends and distributions, except dividends or
distributions in stock or other shares which then become restricted stock.
The restrictions all terminate upon the executive's retirement, death or
disability. If employment terminates otherwise during the term of
restrictions, the unvested shares are forfeited to the Company without
payment of any consideration. The restrictions on the restricted stock
will lapse in varying percentages between three and five years following
issuance. In the above table, the restricted stock is valued as of the
date of the grant. The total number of restricted shares and the
aggregate value at December 31, 1993 were as follows: Messrs. Witt, Lee
and Doyle held no shares; Mr. O'Mara held 8,085 shares valued at $28,803;
Mr. Schmidt held 9,536 shares valued at $33,972; Mr. Penezic held 10,067
shares valued at $35,864; and Mr. Sandercock held 9,246 shares valued at
$32,939. Aggregate market value is based on December 31, 1993's closing
price of $3.56.
(7) As of December 31, 1993, all options were underwater. Mr. Witt's options
expired 90 days after his separation date.
(8) The Three-year Performance Incentive Plan was terminated in 1993.
(9) Consists of (i) in the case of Mr. Witt, his Separation
Agreement, valued at $801,806, including $720,000 of salary continuation
payments, and the contribution to his Salaried Employees' Retirement Plan
of $8,335 (ii)in the case of Messrs. Lee and Doyle directors' fees for
services as directors for the period prior to their employment in the
amounts of $ 8,175 and $ 24,225, respectively and consulting fees during
July and August, 1993, in their capacities as Co-Chief Executive Officers,
in the amounts of $ 43,500 and $ 44,250, respectively, (iii) in the case
of the other officers, other compensation is comprised entirely of
contributions to the Salaried Employees' Retirement Plan. Messrs. Lee and
Doyle do not participate in the Salaried Employees' Retirement Plan.
Amounts for 1991 are not reported consistent with the transition rules.
</TABLE>
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In the Money
Options/SARS Options/SARS
at Fiscal at Fiscal
Shares Year End (#) Year End ($)
Acquired on Value ------------ ------------
Exercise Realized Exercisable/ Exercisable/
Name (#) ($)(1)(2) Unexercisable Unexercisable(1)(2)
- - ------------------ ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
R. L. Witt 0 0 0 / 0 0/0
J. J. Lee 0 0 0 / 0 0/0
J. L. Doyle 0 0 0 / 0 0/0
D. J. O'Mara 0 0 43,500 / 33,500 0/0
D. G. Schmidt 0 0 35,000 / 24,000 0/0
R. A. Penezic 0 0 45,448 / 20,000 0/0
G. L. Sandercock 0 0 34,875 / 15,000 0/0
<FN>
(1) Market value of underlying securities at December 31, 1993 close minus the
exercise or base price.
(2) All options are underwater or were cancelled.
</TABLE>
<PAGE>
PENSION PLAN TABLE (1)
ANNUAL RETIREMENT INCOME
<TABLE>
<CAPTION>
Years of Service (2),(3)
------------------------
Remuneration 10 15 20 25
------------ ------- ------- ------- -------
<S> <C> <C> <C> <C>
$125,000 $18,750 $28,125 $37,500 $46,875
150,000 22,500 33,750 45,000 56,250
175,000 26,250 39,375 52,500 65,625
200,000 30,000 45,000 60,000 75,000
250,000 37,500 56,250 75,000 93,750
300,000 45,000 67,500 90,000 112,500
350,000 52,500 78,750 105,000 131,250
400,000 60,000 90,000 120,000 150,000
<FN>
- - ---------------------
(1) Executive Deferred Compensation Plan (EDCA). This retirement plan
consists of individual agreements between the Company and certain key
executive employees designated by the Board of Directors. The
agreements provide an annual retirement income to these key employees
of up to 1 1/2% of their salary and bonuses for each year they are
covered under the plan. Messrs. Lee and Doyle did not participate in EDCA.
(2) Benefits are payable beginning at age 65 annually for 10 years or,
under certain circumstances, for the duration of the employee's life.
Each employee may elect (with the Company's consent) to receive, in
lieu of such payments, a lump sum benefit in an amount equal to the
present value at age 65 of such benefits (based on the 1971 group
annuity mortality table), or any other form of retirement benefit
actuarially equivalent thereto. The employee is also entitled to certain
life and medical insurance benefits.
(3) Estimated credited years of service are as follows: Mr. Witt - 13
years; Mr. O'Mara - 3 years; Mr. Schmidt - 3 years; Mr. Penezic - 12
years; and Mr. Sandercock - 4 years.
</TABLE>
<PAGE>
OPTION/GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for 10-year
Individual Grants in 1993 Option Term
------------------------------------------------------ ------------------------------
Number of
Securities % of Total
Underlying Options
Options Granted to 5% 10%
Granted Employees in Exercise Expiration ---------------- ----------------
Name (#) Fiscal Year (1) Price (2) Date Dollar Gains (4) Dollar Gains (4)
- - ---------------- ---------- --------------- --------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
R. L. Witt 68,000 24.71% $12.31 01/12/03(3) --- (3) --- (3)
J. J. Lee 0 -- --- --- --- ---
J. L. Doyle 0 -- --- --- --- ---
D. J. O'Mara 25,000 9.08% 12.31 01/12/03 $ 71,415 $296,043
8,500 3.09% 9.13 05/04/03 50,509 126,371
D. G. Schmidt 24,000 8.72% 12.31 01/12/03 68,558 284,201
R. A. Penezic 20,000 7.27% 12.31 01/12/03 57,132 236,835
G. L. Sandercock 15,000 5.45% 12.31 01/12/03 42,849 177,626
<FN>
(1) Based on 275,100 options to all employees. Options become fully vested
after one year from date of grant. Upon termination of employment, a
participant may exercise fully vested options for three months after date
of termination.
(2) Fair Market Value on date of grant.
(3) Option grant to Mr. Witt expired unexercised on October 31, 1993.
(4) The dollar amounts under these columns are calculated at 5% and 10% annual
stock growth rates prescribed by the Securities and Exchange Commission
(SEC) for this purpose, and therefore, are not intended to forecast possible
future appreciation, if any, of the Company's Common Stock. The potential value is
calculated net of the exercise price based on the term of options at the
time of grant, 10 years, compounded annually. No gain to the optionee is
possible without an increase in stock price appreciation, which will
commensurately benefit all stockholders.
</TABLE>
<PAGE>
COMPENSATION OF DIRECTORS.
Except for Messrs. Lee, O'Mara and Krumme, the only directors who are
salaried employees of the Company, directors are compensated for services as
directors in the amount of $13,500 per year ($14,500 per year for Committee
chairmen). Directors are also paid $800 for each Board and Committee meeting
they attend. Messers. Lee and Doyle, who were each employed by the Company for
a portion of 1993, received the annual and meeting compensation for the period
during 1993 that each was a director but not an employee.
In addition, directors may participate in the Directors' Retirement Plan.
A director who has served as a director for at least 5 years, and during which
period does not accrue other Company retirement benefits, is entitled, on
retirement, to a total retirement benefit equal to 50% of his or her annual
compensation as a director, averaged for the three years prior to retirement,
multiplied by the number of years he or she served on the Board while not
accruing other Company retirement benefits, payable over a period of not to
exceed 10 years. The amount and term of payment is subject to adjustment in
certain events. At December 31, 1993, Messrs. Brown and Doyle were the only
directors who were entitled to receive retirement benefits, which total $158,025
and $231,486, respectively. Subject to certain conditions, the Directors may
also participate in the Discounted Stock Option Plan of the 1988 Management
Stock Program. No director has been granted discounted stock options pursuant to
such plan.
Messrs. Lee and Doyle became Co-Chief Executive Officers on August 1, 1993
and employees on September 1, 1993. During July and August, 1993, they were
each paid consulting fees by the Company, with Mr. Lee being paid $43,500 and
Mr. Doyle being paid $44,250, which amounts are set forth in a footnote to the
Summary Compensation Table. As employees, they each received compensation in
amounts set forth in the Summary Compensation Table, in accordance with the
provisions of Employment Agreements described below.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
AGREEMENTS.
Employment Agreements of Messrs. Lee and Doyle.
As of August 1, 1993, Messrs. Lee and Doyle were engaged to act as Co-Chief
Executive Officers ("Co-CEO") of the Company. Mr. Doyle took primary
responsibility for managing and restructuring the business operations and
Mr. Lee took primary responsibility for managing and restructuring the finances
and debt structure. Each was expected to expend at least 50% of his time in his
role as the Co-CEO. During July and August, 1993, Messrs. Lee and Doyle were
compensated in their capacities as directors and received consulting fees as
noted above. They became employees as of September 1, 1993. Mr. Doyle resigned
as Co-CEO effective December 31, 1993, remaining as a director, and Mr. Lee
became the sole Chief Executive Officer on January 1, 1994.
The Employment Agreements provide that Messrs. Lee and Doyle each earn a
base salary of $480,000 for services performed on behalf of the Company during
a annual period September 1, 1993 through August 31, 1994 (the "Employment
Term").
To conserve cash and facilitate the Company's reorganization, Messrs. Lee
and Doyle each offered to accept $200,000, for the employment term in cash,
payable on the regular compensation schedule for the Company's other executives,
and the balance of the base salary of $280,000 in deferred compensation.
<PAGE>
Under the Employment Agreements, the deferred compensation is payable in one
lump sum at the end of the Employment Term. To provide additional incentives
to Messrs. Lee and Doyle to restructure the Company in the short term, certain
substitute or additional short-term incentives were provided, which are
discussed below.
Messrs. Doyle and Lee earned a pro rata portion of deferred and cash
compensation for their four months of service as employees during 1993. The
amount of the deferred compensation earned prior to the filing of the Chapter 11
case ($70,000) is a prepetition claim against the Company.
As a result of his resignation as Co-CEO, Mr. Doyle's Employment Agreement
and, thus, his compensation, terminated as of December 31, 1993. Mr. Doyle
received no severance compensation as a result of his resignation.
Additional Incentives. The Employment Agreements both provided for the
following incentives, in which, as a result of his resignation as Co-CEO, Mr.
Doyle will not participate:
- If the Company completes a restructuring of its debt during the
Employment Term, the Co-CEO will be granted 70,000 option shares under
the Program in lieu of his deferred compensation. The exercise price
of such options shall be equal to the market price of the Company's
shares on the date of grant. The options would vest one year
following the date of grant and would be exercisable for five years
following the date of vesting; provided, however, that the options
could terminate earlier in certain events.
- If the Company completes a merger or sale during the Employment Term,
the Co-CEO shall be paid 1/2 of 1% of the value of the transaction in
lieu of the deferred compensation.
- If there occurs an equity investment in the Company, the Co-CEO shall
receive a cash bonus of 1% of such investment, in addition to the
deferred compensation.
Because none of the above-described events occurred during 1993, neither
Mr. Lee nor Mr. Doyle received an incentive compensation award under the
Employment Agreements in 1993.
During the Employment Term, Messrs. Lee and Doyle are not entitled to
receive any Board of Director fees, but they remain eligible to participate in,
and have their service during the Employment Term credited towards, the
Company's Directors' Retirement Plan. Neither Mr. Lee nor Mr. Doyle is a
participant in the Company's Salaried Employees' Retirement Plan.
Employment Separation Agreement of Mr. Witt.
Mr. Witt's employment with the Company terminated on July 30, 1993.
Pursuant to an agreement negotiated between the Company and Mr. Witt, Mr. Witt
is to be paid his then current salary through July 31, 1995, in the manner
salary is paid to other employees. The total amount of this salary continuation
is $720,000. Mr. Witt also received certain amounts from other retirement plans
and continues to remain eligible for certain benefits made available to all
employees of the Company. The Company also agreed to transfer to him the car
then leased by the Company for him and provide him with certain life insurance,
outplacement service and other benefits. See Summary Compensation Table for
additional information. As a result of the Chapter 11 filing, Mr. Witt's salary
continuation payments cannot be paid currently, but
<PAGE>
constitute a general unsecured claim against the Company, subject to disposition
pursuant to the Company's plan of reorganization.
Contingency Employment Agreements.
The Company has agreements with certain key employees that provide for
their continued employment during the Company's reorganization and in the event
of a change in control of the Company. The agreements were designed to
encourage dedication to their duties without distraction in the event of a
change or attempted change in control of the Company. The agreements, which are
all similar, were each approved by the Executive Compensation Committee and
were entered into with each of the officers named in the Summary Compensation
Table, other than Messrs. Lee and Doyle, along with certain other key employees.
Mr. Witt's agreement has terminated.
The agreements provide, in substance, that, in the event of a "change in
control" of the Company (as defined therein), the Company will continue to
employ the employee for four years thereafter in a similar capacity and at
similar salary, bonus, and benefit levels, with increases in salary, bonus, and
benefits consistent with the Company's policies for similarly situated
employees. If there is a change in control and the employment is terminated by
Hexcel without cause or the employee terminates his employment for "good reason"
(as defined therein) during the four-year term, the employee is entitled to a
lump sum payment, which, under most circumstances, would be 75% of base salary
for the remainder of the period plus 15% of such base salary for lost fringe
benefits, plus certain bonus amounts. The lump sum payment is subject to
certain maximum allowable deductions for income tax purposes under the Internal
Revenue code and other limiting factors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
The following directors were members of the Executive Compensation
Committee of the Board of Directors during 1993: Gary Depolo (member from May
14, 1993, Chairman from November 12, 1993); Cyrus Holley (Member from November
12, 1993); John L. Doyle (former Chairman until May 14, 1993); Charles R. Weaver
(former member, Chairman from May 14, 1993 until November 11, 1993); and John J.
Lee (former member from May 14, 1993 until August 30, 1993). Messrs. Lee and
Doyle became the Co-Chief Executive Officers of the Company on August 1, 1993,
and employees of the Company on September 1, 1993.
During 1993, Mr. Lee was also a member of the compensation committee of
XTRA Corporation. Mr. Lewis Rubin, a director of the Company, also served as
President and Chief Excutive Officer of XTRA Corporation. Mr. Rubin has not
served on the Executive Compensation Committee of Hexcel Corporation.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAUB BENEFICIAL OWNWERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The Company knows of no person (or "group" as contemplated by Section 13(d)(3)
of the Securities Exchange Act of 1934) who beneficially owns more than 5% of
the outstanding shares of any class of the Company's voting securities, except
as follows:
<TABLE>
<CAPTION>
PERCENT OF
OUTSTANDING
NUMBER SHARES OF
CLASS ADDRESS OF SHARES CLASS
<S> <C> <C> <C>
Common Stock State of Wisconsin Investment Board 708,000 1 9.6%
Lake Terrace
121 East Wilson Street
Madison, WI 53703
Common Stock Joseph Louis Harrosh 565,900 2 7.7%
40900 Grimmer Boulevard
Fremont, CA 94538
Common Stock Fisher Investments, Inc. 422,000 3 5.7%
301 Henrik Road
Menlo Park, CA 94062
Common Stock Dimensional Fund Advisors, Inc. 366,619 4 5.0%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
<FN>
1 All information with respect to the State of Wisconsin Investment Board is
based on its Schedule 13G filed with the SEC on February 8, 1994.
2 All information with respect to Joseph Louis Harrosh is based on his
Schedule 13D filed with the SEC on September 30, 1993.
3 All information with respect to Fisher Investments, Inc. is based on its
Schedule 13D filed with the SEC on October 29, 1993.
4 All information with respect to Dimensional Fund Advisors, Inc. is based on
its Schedule 13G filed with the SEC on February 9, 1994.
</TABLE>
<PAGE>
STOCK BENEFICIALLY OWNED
Based on information supplied by those persons, beneficial ownership of
shares of the Company's Common Stock by the individually named directors and
executive officers, and by all directors and executive officers as a group, is,
as of February 28, 1994, as follows:
<TABLE>
<CAPTION>
COMMON STOCK PERCENT OF
NAME SHARES OWNED CLASS
---- ------------ ----------
<S> <C> <C>
Thomas R. Brown 1,038 *
Gary L. Depolo 3,990 *
John L. Doyle 1,246 *
Cyrus H. Holley 1,000 *
Robert D. Krumme 0 *
John J. Lee 0 *
Charles A. Lynch 0 *
Donald J. O'Mara 1 72,292 *
Lewis Rubin 5,000 *
George S. Springer 500 *
Robert L. Witt 18,952 *
David G. Schmidt 1 72,844 *
Robert A. Penezic 1 81,293 1.1%
Gary L. Sandercock 1 60,843 *
All Officers and Directors as
a group ( 20 persons) 365,575 5.0%
<FN>
- - -------------------------
*Less than 1%
1 The above named officers have the right to acquire shares of the Company's
Common Stock within 60 days after February 28, 1994, by exercise of stock
options under one of the Company's stock option plans, as follows: Mr. O'Mara
- 60,000 shares, Mr. Schmidt - 59,000 shares, Mr. Penezic - 65,448, and Mr.
Sandercock - 49,875 shares. Mr. O'Mara and all directors and executive
officers as a group have the right to acquire 278,123 shares of the Company's
common stock within 60 days after February 28, 1994, by exercise of stock
options under one of the Company's stock option plans. Those shares are
included in the above table as shares owned.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A, Amendment
No. 1, to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Pleasanton, State of California.
HEXCEL CORPORATION
April 29, 1994 By:____________________________________
Rodney P. Jenks,
Vice President, General
Counsel and Secretary
