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OMB APPROVAL
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OMB Number 3235-0104
Expires: December 31, 2001
Estimated average burden
hours per response ....... 0.5
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
FILED PURSUANT TO SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
SECTION 17(A) OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 OR
SECTION 30(F) OF THE INVESTMENT COMPANY ACT OF 1940
(Print or Type Response)
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York New York 10004
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
12/19/00
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3. IRS or Identification Number of Reporting Person, if an entity (Voluntary)
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4. Issuer Name AND Ticker or Trading Symbol
Hexcel Corporation (NYSE:HXL)
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5 Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form Filed by One Reporting Person
[ X ] Form Filed by More Than One Reporting Person
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TABLE I -- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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<TABLE>
<CAPTION>
3. Ownership Form:
2. Amount of Securities Direct (D) or
1. Title of Security Beneficially Owned Indirect (I) 4. Nature of Indirect Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr.5)
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<S> <C> <C> <C>
Common Stock, par value
$0.01 per share (1) (1) (1)
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see
Instruction 5(b)(v)
Page 1 of 23
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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<TABLE>
<CAPTION>
5. Owner-
3. Title and Amount of Securities ship
Underlying Derivative Security Form of
2. Date Exercisable (Instr. 4) Derivative
and Expiration Date --------------------------------- 4. Conver- Security:
(Month/Day/Year) Amount sion or Direct 6. Nature of
---------------------- or Exercise (D) or Indirect
1. Title of Derivative Date Expira- Number Price of Indirect Beneficial
Security Exer- tion of Derivative (I) Ownership
(Instr. 4) cisable Date Title Shares Security (Instr.5) (Instr. 5)
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<S> <C> <C> <C> <C> <C> <C> <C>
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</TABLE>
Explanation of Responses:
See attached pages.
(see attached pages) December 29, 2000
--------------------------------------------- -----------------------
**Signature of Reporting Person Date
Attorney-in-fact
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, See instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
Page 2 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
Instruction 5(b)(v) list of other Reporting Persons:
This statement is being filed by The Goldman Sachs Group, Inc. ("GS
Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C.
("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman Sachs
Management GP GmbH ("GS GmbH"), GS Employee Funds 2000, G.P., L.L.C. ("GS
Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital
Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P.
("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS
Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"),
Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital,
GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH
Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C.
("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the
"Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS
Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P.,
and the Purchasers, collectively, the "Filing Persons"). The principal
business address of each Filing Person (other than GS Offshore, GS oHG, GS
Germany and GS GmbH) is 85 Broad Street, New York, NY 10004. The principal
business address for GS Offshore is c/o Maples and Calder, P.O. Box 309,
Grand Cayman, Cayman Islands. The principal business address for each of GS
oHG, GS GmbH and GS Germany is MesseTurm, 60308 Frankfurt am Main, Germany.
Explanation of Responses:
(1) As of December 19, 2000, GS Group and Goldman Sachs may be deemed
to own beneficially and indirectly an aggregate of 14,525,000 shares of
Common Stock by reason of the Purchasers' beneficial ownership of such
shares.
Affiliates of GS Group and Goldman Sachs are the managing members
of the Purchasers. Affiliates of GS Group and Goldman Sachs are the general
partners or managing partners of the Limited Partnerships. Goldman Sachs is
the investment manager of the Limited Partnerships. Goldman Sachs is an
indirect wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS
Group disclaims beneficial ownership of the shares of Common Stock owned
beneficially and directly by the Purchasers and owned beneficially and
indirectly by the Limited Partnerships, except to the extent of their
pecuniary interest therein.
As of December 19, 2000, each of (i) GS Capital, the managing
member of LXH, the managing general partner of LXH L.P. and the sole
stockholder of LXH Corp., and (ii) GS Advisors, the general partner of GS
Capital, may be deemed to own beneficially and indirectly an aggregate of
8,272,312 shares of Common Stock by reason of LXH's beneficial ownership of
such shares. Each of GS Capital and GS Advisors disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
As of December 19, 2000, LXH Corp., the limited partner of LXH
L.P., may be deemed to own beneficially and indirectly 221,325.7 shares of
Common Stock by reason of
Page 3 of 23
<PAGE>
LXH's beneficial ownership of such shares. LXH Corp. disclaims beneficial
ownership of the securities described herein except to the extent of its
pecuniary interest therein.
As of December 19, 2000, LXH L.P., a member of LXH, may be deemed
to own beneficially and indirectly 257,299.2 shares of Common Stock by
reason of LXH's beneficial ownership of such shares. LXH L.P. disclaims
beneficial ownership of the securities described herein except to the
extent of its pecuniary interest therein.
As of December 19, 2000, LXH may be deemed to own beneficially
and directly 8,272,312 shares of Common Stock.
As of December 19, 2000, each of (i) GS Offshore, the managing
member of LXH II, and (ii) GS Advisors, the general partner of GS Offshore,
may be deemed to own beneficially and indirectly 3,005,843 shares of Common
Stock by reason of LXH II's beneficial ownership of such shares. Each of GS
Offshore and GS Advisors disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
As of December 19, 2000, each of (i) GS Germany, a member of LXH
II, (ii) GS GmbH, the sole managing partner of GS Germany, and (iii) GS
oHG, the sole managing partner of GS GmbH, may be deemed to own
beneficially and indirectly 345,764 shares of Common Stock by reason of LXH
II's beneficial ownership of such shares. Each of GS Germany, GS GmbH and
GS oHG disclaims beneficial ownership of the securities reported herein
except to the extent of its pecuniary interest therein.
As of December 19, 2000, each of (i) GS Employee, a member of LXH
II and (ii) GS Employee 2000, the general partner of GS Employee, may be
deemed to own beneficially and indirectly 2,628,354 shares of Common Stock
by reason of LXH II's beneficial ownership of such shares. Each of GS
Employee and GS Employee 2000 disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
As of December 19, 2000, each of (i) Stone Street, a member of
LXH II and (ii) Stone 2000, the general partner of Stone Street, may be
deemed to own beneficially and indirectly 272,727 shares of Common Stock by
reason of LXH II's beneficial ownership of such shares. Each of Stone
Street and Stone 2000 disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
As of December 19, 2000, LXH II may be deemed to own beneficially
and directly 6,252,688 shares of Common Stock.
Page 4 of 23
<PAGE>
SIGNATURES:
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS 2000, L.L.C.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN SACHS MANAGEMENT GP GmbH
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS Employee FUNDS 2000, G.P., L.L.C.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 5 of 23
<PAGE>
STONE STREET 2000, L.L.C.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 GmbH & CO.
BETEILIGUNGS KG
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000
EMPLOYEE FUND, L.P.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 6 of 23
<PAGE>
LXH HOLDINGS CORP.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH HOLDINGS, L.P.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH, L.L.C.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH II, L.L.C.
By: /s/ Roger S. Begelman
--------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 7 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange
Act of 1934 (as amended, the "Act"), with respect to securities which may
be deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 8, 2000.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
---------------------------------
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
Page 8 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of
1934 (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 8, 2000.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By: /s/ Gregory K. Palm
---------------------------------
Name: Gregory K. Palm
Title: Managing Director
Page 9 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS 2000, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
GS ADVISORS 2000, L.L.C.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Vice President
Page 10 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of March 28, 2000.
GOLDMAN, SACHS & CO. oHG
By: /s/ Andreas Kornlein By: /s/ Sabine Mock
--------------------------------- ---------------------------------
Name: Andreas Kornlein Name: Sabine Mock
Title: Executive Director Title: Executive Director
Page 11 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS MANAGEMENT GP
GmbH (the "Company") does hereby make, constitute and appoint each of Hans
L. Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange
Act of 1934, as amended, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
GOLDMAN SACHS MANAGEMENT GP GmbH
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Managing Director
Page 12 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS EMPLOYEE FUNDS 2000, G.P.,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Hans L. Reich and Roger S. Begelman, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, as amended, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
GS EMPLOYEE FUNDS 2000, G.P., L.L.C.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Vice President
Page 13 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2000, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of March 20, 2000.
STONE STREET 2000, L.L.C.
By: /s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 14 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000, L.P.
(the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange
Act of 1934, as amended, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
GS CAPITAL PARTNERS 2000, L.P.
By: GS Advisors 2000, L.L.C.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Vice President
Page 15 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000
OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint
each of Hans L. Reich and Roger S. Begelman, acting individually, its true
and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, as amended, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: GS Advisors 2000, L.L.C.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Vice President
Page 16 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000 GmbH
& CO. BETEILIGUNGS KG (the "Company") does hereby make, constitute and
appoint each of Hans L. Reich and Roger S. Begelman, acting individually,
its true and lawful attorney, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, as amended, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if
personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to
be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
By: Goldman Sachs Management GP GmbH
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Managing Director
Page 17 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS 2000
EMPLOYEE FUND, L.P. (the "Company") does hereby make, constitute and
appoint each of Hans L. Reich and Roger S. Begelman, acting individually,
its true and lawful attorney, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company under the
Securities Exchange Act of 1934, as amended, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if
personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to
be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
By: GS Employee Funds 2000 G.P., L.L.C.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Vice President
Page 18 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 2000, L.P.
(the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange
Act of 1934, as amended, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of March 20, 2000.
STONE STREET FUND 2000, L.P.
By: Stone Street 2000, L.L.C.
By: /s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 19 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that LXH HOLDINGS CORP. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
LXH HOLDINGS CORP.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Assistant Treasurer
Page 20 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that LXH HOLDINGS, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
LXH HOLDINGS L.P.
By: GS Capital Partners 2000, L.P.
By: GS Advisors 2000, L.L.C.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Vice President
Page 21 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that LXH, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as
amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
LXH, L.L.C.
By: GS Capital Partners 2000, L.P.
By: GS Advisors 2000, L.L.C.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Vice President
Page 22 of 23
<PAGE>
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: December 19, 2000
Item 4: Hexcel Corporation (HXL)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that LXH II, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as
amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes
as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time as the
person or persons to whom power of attorney has been hereby granted
cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 20, 2000.
LXH II, L.L.C.
By: GS Capital Partners 2000 Offshore, L.P.
By: GS Advisors 2000, L.L.C.
By: /s/ John E. Bowman
---------------------------------
Name: John E. Bowman
Title: Vice President
Page 23 of 23
