UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
Hexcel Corporation
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(Name of Issuer)
Common Stock (Par Value $ 0.01 Per Share)
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(Title of Class of Securities)
428290 10 0
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(CUSIP Number)
Robert C. Schwenkel, Esq. David J. Greenwald, Esq.
Fried, Frank, Harris, Shriver & Jacobson Goldman, Sachs & Co.
One New York Plaza 85 Broad Street
New York, NY 10004 New York, NY 10004
(212) 859-8000 (212) 902-1000
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
December 19, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
*The remainder of this cover page will be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page will not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but will be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 2 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,666.6
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 14,525,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,666.6
10 SHARED DISPOSITIVE POWER
14,525,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,531,666.6
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.3%
14 TYPE OF REPORTING PERSON
HC-CO
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 3 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 14,525,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
14,525,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,525,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.3%
14 TYPE OF REPORTING PERSON
BD-PN-IA
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 4 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS 2000, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 11,278,155
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
11,278,155
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,278,155
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.5%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 5 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO. oHG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 345,764
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
345,764
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 6 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN SACHS MANAGEMENT GP GmbH
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 345,764
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
345,764
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 7 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS EMPLOYEE FUNDS 2000, G.P., L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,628,354
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,628,354
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,628,354
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 8 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET 2000, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 272,727
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
272,727
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,727
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 9 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,272,312
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
8,272,312
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,272,312
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 10 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 3,005,843
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
3,005,843
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,005,843
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 11 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000 GmbH & CO. BETEILIGUNGS KG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 345,764
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
345,764
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 12 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,628,354
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,628,354
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,628,354
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 13 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 2000, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 272,727
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
272,727
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,727
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 14 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LXH HOLDINGS CORP.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 221,325.7
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
221,325.7
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,325.7
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 15 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LXH HOLDINGS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 257,299.2
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
257,299.2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,299.2
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 16 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LXH, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,272,312
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
8,272,312
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,272,312
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 17 of 69 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LXH II, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 6,252,688
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
6,252,688
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,252,688
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
ITEM 1. SECURITY AND ISSUER.
-------------------
This statement on Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock"), of Hexcel Corporation, a
Delaware corporation (the "Company"). The principal executive offices of
the Company are at 281 Tresser Boulevard, Two Stamford Plaza City,
Stamford, Connecticut 06901.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
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"). [FN1]
FN1 Neither the present filing nor anything contained herein will be
construed as an admission that any Filing Person constitutes a
"person" for any purpose other than for compliance with Section 13(d)
of the Securities Exchange Act of 1934.
Each Purchaser was formed for the purpose of purchasing shares of
Common Stock in the transactions described in Items 3 through 6 of this
Schedule 13D. GS Group is a Delaware corporation and holding company that
(directly and indirectly through subsidiaries or affiliated companies or
both) is a leading investment banking organization. Goldman Sachs, a New
York limited partnership, is an investment banking firm and a member of the
New York Stock Exchange, Inc. and other national exchanges. Goldman Sachs
also serves as the manager for GS Advisors, GS Employee 2000 and Stone 2000
and the investment manager for GS Capital, GS Offshore, GS Germany, GS
Employee and Stone Street. Goldman Sachs is wholly owned, directly and
indirectly, by GS Group. GS Advisors, a Delaware limited liability company,
is the sole general partner of GS Capital and GS Offshore. GS oHG, a German
partnership, is the sole managing partner of GS GmbH. GS GmbH, a German
partnership, is the sole managing partner of GS Germany. GS Employee 2000,
a Delaware limited liability company, is the sole general partner of GS
Employee. Stone 2000, a Delaware limited liability company, is the sole
general partner of Stone Street. Each of GS Capital, a Delaware limited
partnership, GS Offshore, a Cayman Islands exempted limited partnership, GS
Germany, a German civil law partnership, GS Employee, a Delaware limited
partnership, and Stone Street, a Delaware limited partnership, was formed
for the purpose of investing in equity and equity-related securities
primarily acquired or issued in leveraged acquisitions, reorganizations and
other private equity transactions. LXH Corp., a Delaware holding company,
is a direct wholly owned subsidiary of GS Capital. LXH L.P., a Delaware
limited partnership, is an indirect wholly owned subsidiary of GS Capital.
GS Capital is the sole managing general partner of LXH L.P. GS Capital is
the managing and sole member of LXH. GS Offshore is the sole managing
member of LXH II. The other members of LXH II are GS Germany, GS Employee
and Stone Street. The principal business address of each Filing Person
(other than GS oHG, GS Offshore and GS Germany) 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 Germany, GS GmbH and GS oHG is
MesseTurm, 60308 Frankfurt am Main, Germany.
The name, business address, present principal occupation or
employment and citizenship of each director of GS Group are set forth in
Schedule I hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each executive officer of GS Advisors are set forth in
Schedule II-A-i hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each member of the Principal Investment Area Investment
Committee of Goldman Sachs, which is responsible for making all investment
and management decisions for GS Advisors on behalf of Goldman Sachs, are
set forth in Schedule II-A-ii hereto and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of
Goldman, Sachs & Co. Finanz GmbH, the sole managing general partner of GS
oHG, are set forth in Schedule II-B-i hereto and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each executive officer of the GS GmbH, the
sole managing member of GS Germany, are set forth in Schedule II-B-ii
hereto and are incorporated herein by reference. The name, business
address, present principal occupation or employment and citizenship of each
executive officer of Stone 2000 are set forth in Schedule II-C-i hereto and
are incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each member of the
Stone Street Investment Committee of Goldman Sachs, which is responsible
for making all investment and management decisions for Stone 2000 on behalf
of Goldman Sachs, are set forth in Schedule II-C-ii hereto and are
incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each executive
officer of GS Employee 2000 are set forth in Schedule II-D-i hereto and are
incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each member of the GS
Employee Investment Committee of Goldman Sachs, which is responsible for
making all investment and management decisions for GS Employee 2000 on
behalf of Goldman Sachs, are set forth in Schedule II-D-ii hereto and are
incorporated herein by reference.
During the last five years, none of the Filing Persons, nor, to
the knowledge of each of the Filing Persons, any of the persons listed on
Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i, II-C-ii, II-D-i or
II-D-ii hereto, (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) except as set forth on
Schedule III hereto, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
The Filing Persons have entered into a Joint Filing Agreement,
dated as of December 28, 2000, a copy of which is attached hereto as
Exhibit 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
As more fully described herein, on December 19, 2000 (the
"Closing Date"), pursuant to a Stock Purchase Agreement, dated as of
October 11, 2000 (the "Stock Purchase Agreement"), by and among the
Purchasers, Ciba Specialty Chemicals Holding Inc., a corporation organized
under the laws of Switzerland ("Ciba"), Ciba Specialty Chemicals Inc., a
corporation organized under the laws of Switzerland and wholly-owned
subsidiary of Ciba ("Ciba SCI"), and Ciba Specialty Chemicals Corporation,
a corporation organized under the laws of Delaware and wholly-owned
subsidiary of Ciba ("Ciba SCC", and together with Ciba SCI, the "Sellers"),
the Purchasers purchased (the "Purchase") 14,525,000 shares of Common Stock
beneficially owned by the Sellers for an aggregate purchase price of
$159,775,000, consisting of (a) $123,462,500 in cash and (b) (i) a
$20,680,780 7.5% Recourse Secured Pay-In-Kind Promissory Note, due 2004,
issued by LXH to Ciba SCC (the "LXH Note") and (ii) a $15,631,720 7.5%
Recourse Secured Pay-In-Kind Promissory Note, due 2004, issued by LXH II to
Ciba SCC (the "LXH II Note", and together with the LXH Note and all
additional promissory notes issued as payment of interest on the principal
amount of each of the LXH Note and the LXH II Note, the "Notes"). The Stock
Purchase Agreement (together with all Exhibits thereto) is filed as Exhibit
2 hereto and is incorporated herein by reference. The LXH Note is filed as
Exhibit 3 hereto and is incorporated herein by reference. The LXH II Note
is filed as Exhibit 4 hereto and is incorporated herein by reference.
The Purchasers obtained the cash portion of the purchase price
from capital contributions by their members. The Purchasers funded the
non-cash portion of the purchase price by issuing the Notes to Ciba SCC.
The Notes are secured by the shares of Common Stock purchased by the
Purchasers from the Sellers pursuant to the Stock Purchase Agreement.
None of the individuals listed on Schedules I, II-A-i, II-A-ii,
II-B-i, II-B-ii, II-C-i, II-C-ii, II-D-i or II-D-ii hereto has contributed
any funds or other consideration towards the purchase of the securities of
the Company except insofar as they may have partnership interests in any of
the Filing Persons and have made capital contributions to any of the Filing
Persons, as the case may be.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
General
-------
The purpose of the acquisition of the shares of Common Stock by
the Purchasers pursuant to the Stock Purchase Agreement is to acquire a
significant equity interest in the Company.
Pursuant to an Agreement, dated as of October 11, 2000 (the
"Hexcel Agreement"), by and between the Purchasers and the Company, which
is attached as Exhibit 5 hereto and is incorporated herein by reference,
the Company and the Purchasers executed and delivered a Governance
Agreement, dated as of the Closing Date (the "Governance Agreement"),
simultaneously with the consummation of the transactions contemplated by
the Stock Purchase Agreement. The Governance Agreement is attached as
Exhibit 6 hereto and incorporated herein by reference. The Hexcel Agreement
contains certain representations, warranties, covenants, agreements,
conditions and indemnification provisions and was executed and delivered by
the Company and the Purchasers (i) in connection with the execution and
delivery by the Purchasers of the Stock Purchase Agreement and such other
documents and transactions contemplated thereby and (ii) in order to induce
the Purchasers and their Affiliates (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934 (as amended, the "Exchange Act")) to
execute and deliver the Governance Agreement and the Registration Rights
Agreement (as defined below in Item 6) and to consummate the transactions
contemplated thereby.
Governance Agreement
--------------------
Board Representation; Voting Rights
Upon consummation of the transactions contemplated by the Stock
Purchase Agreement, the number of directors constituting the entire board
of directors of the Company (the "Board") was fixed at ten and
simultaneously therewith, pursuant to the Consent and Termination
Agreement, dated as of October 11, 2000, by and between the Company and
Ciba, Ciba caused its three directors on the Board to resign from the Board
and any committees thereof in order to permit the appointment of the
initial Investors' (as defined below) Nominees to fill such vacancies. The
initial Investors' Nominees are Sanjeev K. Mehra, Peter M. Sacerdote, and
James J. Gaffney.
In addition, for so long as the Purchasers and certain of their
affiliates (collectively, the "Investors") Beneficially Own (defined in the
Governance Agreement to be determined within the meaning of Rules 13d-3 and
13d-5 under the Exchange Act) 20% or more of the total number of votes that
may be cast in the election of directors of the Company if all shares of
Common Stock and any other securities of the Company or any of its
subsidiaries entitled to vote generally in the election of directors of the
Company or such subsidiary (such securities, "Voting Securities")
outstanding or treated as outstanding were present and voted at a meeting
held for such purpose (such total, the "Total Voting Power of Hexcel"), the
Company and the Investors have agreed to cause any slate of directors
presented to stockholders for election (the "Board Slate") to the Board to
consist of such nominees that, if elected, would result in the Board
consisting of two directors designated by GS Capital, one director
designated by LXH II, the Chairman of the Board (the "Chairman") and six
additional Independent Directors (as defined in the Governance Agreement);
provided, however, that if the Investors sell, transfer or otherwise
dispose of Beneficial Ownership of such number of shares representing
33 1/3% or more of the shares of Common Stock being purchased by the
Purchasers pursuant to the Stock Purchase Agreement (such purchased shares,
the "Initial Shares") to persons that are not Investors, then the Company
and the Investors have agreed to cause any Board Slate to consist of such
nominees that, if elected, would result in the Board consisting of one
director designated by GS Capital, one director designated by LXH II, the
Chairman and seven additional Independent Directors.
For so long as the Investors Beneficially Own less than 20% but
at least 15% of the Total Voting Power of Hexcel, the Company and the
Investors have agreed to cause any Board Slate to consist of such nominees
that, if elected, would result in the Board consisting of one director
designated by GS Capital and one director designated by LXH II, the
Chairman and seven additional Independent Directors; provided, however,
that if the Investors sell, transfer or otherwise dispose of Beneficial
Ownership of such number of shares of Common Stock representing 66 2/3% of
the Initial Shares to persons that are not Investors, then the Company and
the Investors have agreed to cause any Board Slate to consist of such
nominees that, if elected, would result in the Board consisting of one
director designated by GS Capital, the Chairman and eight additional
Independent Directors.
For so long as the Investors Beneficially Own less than 15% but
at least 10% of the Total Voting Power of Hexcel, the Company and the
Investors have agreed to cause any Board Slate to consist of such nominees
that, if elected, would result in the Board consisting of one director
designated by GS Capital, the Chairman and eight additional Independent
Directors.
In order to determine the number of directors that GS Capital and
the Investors may designate to any Board Slate, the Investors are deemed to
Beneficially Own a percentage of the Total Voting Power of Hexcel that is
no more than 39.3% of the Total Voting Power of Hexcel less the percentage
of the Total Voting Power of Hexcel represented by any Voting Securities
disposed of, directly or indirectly, by the Investors to persons that are
not Investors.
So long as GS Capital and the Investors are entitled to designate
two or more directors for election to the Board, each committee of the
Board, including the finance, audit, nominating, and compensation
committees, will consist of at least one director designated by either GS
Capital or the Investors; provided, however, that if no director designated
by either GS Capital or the Investors is "independent" as defined by the
listing standards of the New York Stock Exchange, then the audit committee
will consist solely of Independent Directors.
If, for any reason, all of the directors designated by GS Capital
are not elected to the Board by stockholders, then the Company has agreed
to exercise all authority under applicable law to cause any person
designated by GS Capital to be elected to the Board, and during any such
absence of membership on the Board, the Company has agreed that it will
permit a representative of GS Capital to attend all Board meetings (other
than meetings solely of the Independent Directors) and all committees
thereof (to the extent any director designated by GS Capital would be
entitled to attend such committee meetings) as an observer.
If at any time the number of directors that GS Capital and the
Investors are entitled to designate decreases pursuant to the terms of the
Governance Agreement, within 10 days thereafter GS Capital and the
Investors have agreed to cause a sufficient number of such directors to
resign from the Board so that the number of such directors on the Board
after such resignation(s) equals the number of directors that GS Capital
and the Investors have the right to designate. GS Capital and the Investors
also have agreed to cause a sufficient number of directors to resign from
any relevant committees of the Board so that such committees are comprised
in the manner contemplated by the Governance Agreement after giving effect
to such resignation(s). Any vacancies created by these resignations will be
filled by Independent Directors.
Right to Maintain Level of Board Representation Upon Certain Issuances
If at any time the percentage of the Total Voting Power of Hexcel
Beneficially Owned by the Investors decreases as a result of an issuance of
Voting Securities by the Company (other than certain issuances described in
the Governance Agreement), the Investors may notify the Company that the
Investors intend to acquire a sufficient amount of additional Voting
Securities necessary to maintain their then current level of Board
representation within 90 days. In such event, until the end of such period,
the Board will continue to have the number of directors designated by GS
Capital and the Investors that corresponds to the percentage of the Total
Voting Power of Hexcel Beneficially Owned by the Investors prior to any
such issuance of Voting Securities by the Company.
Approval Rights
Pursuant to the Governance Agreement, the Company agreed that the
Board will not authorize, approve or ratify any of the following actions
without the approval of a majority of the directors designated by GS
Capital and the Investors for so long as the Investors Beneficially Own 15%
or more of the Total Voting Power of Hexcel:
(i) any merger, consolidation, acquisition or other business
combination involving the Company or any subsidiary of the Company
(other than a tender offer, merger or similar transaction that offers
holders of Voting Securities the opportunity to dispose of the Voting
Securities Beneficially Owned by such holders or otherwise
contemplates the acquisition by any person or Group (as defined in the
Governance Agreement) of Voting Securities that would result in
Beneficial Ownership by such person or Group of a majority of the
Voting Securities outstanding or a sale of all or substantially all of
the Company's assets (such transaction, a "Buyout Transaction")) if
the value of the consideration to be paid or received by the Company
and/or its stockholders in any such individual transaction or in such
transaction when added to the aggregate value of the consideration
paid or received by the Company and/or its stockholders in all other
such transactions approved by the Board during the immediately
preceding 12 months exceeds the greater of (x) $150 million or (y) 11%
of the Company's total consolidated assets;
(ii) any Buyout Transaction; provided, however, that this
approval right only applies for the 18 month period following the
Closing Date;
(iii) any sale, transfer, assignment, conveyance, lease or other
disposition or any series of related dispositions of any assets,
business or operations of the Company or any of its subsidiaries
(other than a Buyout Transaction) if the value of the assets, business
or operations so disposed during the immediately preceding 12 months
exceeds the greater of (x) $150 million or (y) 11% of the Company's
total consolidated assets; and
(iv) any issuance by the Company or any Significant Subsidiary
(as defined in the Governance Agreement) of the Company of equity or
equity-related securities (other than (1) pursuant to customary
employee or director stock option or incentive compensation or similar
plans approved by the Board or a duly authorized committee of the
Board, (2) pursuant to transactions solely among the Company and its
wholly owned subsidiaries, (3) upon conversion of convertible
securities or upon exercise of warrants or options, which convertible
securities, warrants or options are either outstanding on the Closing
Date or approved by the Board or a duly authorized committee of the
Board after the Closing Date, or (4) in connection with any mergers,
consolidations, acquisitions or other business combinations involving
the Company or any subsidiary of the Company which are approved by the
Board or a duly authorized committee of the Board) for which the
consideration received by the Company for such transactions during the
immediately preceding 12 months exceeds the greater of (x) $150
million or (y) 11% of the Company's total consolidated assets;
provided, however, that during the 12 month period following the
Closing Date, neither the Company nor any subsidiary of the Company
may issue shares of Common Stock in a registered public offering under
the Securities Act, in a private placement or otherwise without the
approval of a majority of the directors designated by GS Capital and
the Investors unless the aggregate number of shares issued during this
12 month period does not exceed 6,900,000 and the offering price of
such shares is unanimously approved by a pricing committee of the
Board, such committee to consist solely of one director designated by
GS Capital or the Investors, the Chairman and one additional
Independent Director.
Third Party Offers and Investor Buyout Transactions
Pursuant to the Governance Agreement, in the event that the
Company becomes the subject of (i) a bona fide offer to enter into a Buyout
Transaction by a person other than an Investor or an Affiliate (as defined
in the Governance Agreement) thereof, any other person acting on behalf of
an Investor or an Affiliate thereof, or any person who is part of a Group
with the Investors or any of their Affiliates, that does not treat the
Investors or their Affiliates differently than holders of Voting Securities
not Beneficially Owned by the Investors (such holders, "Other Holders")
(such offer, a "Third Party Offer") or (ii) a Buyout Transaction by the
Investors or their Affiliates, any other person acting on behalf of the
Investors or their Affiliates, or any person who is part of a Group with
the Investors, involving the acquisition of all Voting Securities held by
the Other Holders such that all of the Other Holders are entitled to
receive Requisite Consideration (as defined in the Governance Agreement)
upon consummation of such Buyout Transaction (such Buyout Transaction, an
"Investor Buyout Transaction") that is made during the term of the
Governance Agreement and such Third Party Offer or Investor Buyout
Transaction is approved by (x) a majority of the Board and (y) a majority
of the Independent Directors acting solely in the interest of the Other
Holders, the Investors have the right to act at their sole discretion with
respect to such Third Party Offer or Investor Buyout Transaction.
In the event that the Company becomes the subject of a Third
Party Offer that is made prior to December 19, 2003 and such Third Party
Offer is approved by a majority of the Board but not by a majority of the
Independent Directors acting solely in the interests of the Other Holders,
none of the Investors nor any of their Affiliates (other than with respect
to (a) Ordinary Course Broker Dealer Shares (as defined in the Governance
Agreement) and (b) up to 255,381 shares of Common Stock (as equitably
adjusted to reflect any stock split, combination, reorganization,
recapitalization, reclassification or other similar event involving the
Common Stock, the "Additional Shares"), (i) the Beneficial Ownership of
which may be acquired inadvertently from time to time by GS Group or any of
its Affiliates acting in connection with its activities as a broker or
dealer registered under Section 15 of the Exchange Act or as an asset
manager (excluding Affiliates formed for the purpose of effecting principal
transactions) or (ii) the Beneficial Ownership of which may be acquired by
the Investors pursuant to grants of stock options or other stock-based
awards to the Investors' Nominees who are elected or appointed to serve as
members of the Board by the Company pursuant to any stock option or stock
incentive plan approved by the Board, including without limitation the
Hexcel Incentive Stock Plan (as defined in the Governance Agreement);
provided, that if and for so long as GS Group and its Affiliates
collectively beneficially own less than 30% of the Total Voting Power of
Hexcel, the maximum number of Additional Shares shall be 400,000) may
support such Third Party Offer, vote in favor of such Third Party Offer or
tender or sell their Voting Securities to the person making such Third
Party Offer.
In the event that the Company becomes the subject of a Third
Party Offer or Investor Buyout Transaction that is made after December 19,
2003 and such Third Party Offer or Investor Buyout Transaction is approved
by a majority of the Board but not by a majority of the Independent
Directors acting solely in the interests of the Other Holders, the
Investors and each of their Affiliates (other than with respect to Ordinary
Course Broker Dealer Shares and Additional Shares) must vote all of their
Voting Securities against such Third Party Offer or Investor Buyout
Transaction in proportion to the votes cast against such Third Party Offer
or Investor Buyout Transaction with respect to the Voting Securities not
Beneficially Owned by the Investors and may not tender or sell their Voting
Securities to the person making such Third Party Offer or Investor Buyout
Transaction in a proportion greater than the tenders or sales made by the
Other Holders to the person making such Third Party Offer or Investor
Buyout Transaction.
Preemptive Rights
Pursuant to the Governance Agreement, at any time after the
Closing Date and for so long as the Investors are entitled to designate one
or more directors for election to the Board, if the Company issues for cash
any additional Voting Securities (except for certain issuances described in
the Governance Agreement), then the Company will notify the Investors of
such issuance and the price and terms thereof, and the Investors will have
the option, for a period of 45 days after receipt of such notice, to
purchase from the Company such number of securities that would allow the
Investors to Beneficially Own the same percentage of the Total Voting Power
of Hexcel as the Investors Beneficially Owned immediately prior to such
issuance for the same consideration per security and on the same terms as
were applicable to such issuance by the Company.
Standstill Agreement
Pursuant to the Governance Agreement, except as otherwise
expressly provided in the Governance Agreement or as specifically approved
by a majority of the Independent Directors, none of the Investors or any of
their Affiliates may, directly or indirectly, (i) by purchase or otherwise,
Beneficially Own, acquire, agree to acquire or offer to acquire any Voting
Securities or direct or indirect rights or options to acquire Voting
Securities (including any voting trust certificates representing such
securities) other than the Initial Shares, Ordinary Course Broker Dealer
Shares and Additional Shares, (ii) enter, propose to enter into, solicit or
support any merger or business combination or similar transaction involving
the Company or any of its subsidiaries, or purchase, acquire, propose to
purchase or acquire or solicit or support the purchase or acquisition of
any portion of the business or assets of the Company or any of its
subsidiaries (except for proposals to purchase or acquire a non-material
portion of the assets of the Company or any of its subsidiaries that are
not required to be publicly disclosed), (iii) initiate or propose any
securityholder proposal without the approval of the Board or make, or in
any way participate in, any solicitation of proxies to vote, or seek to
advise or influence any person with respect to the voting of, any Voting
Securities or request or take any action to obtain any list of
securityholders for such purposes with respect to any matter other than
those upon which the Investors may vote in their sole discretion pursuant
to the terms of the Governance Agreement (or, as to such matters, solicit
any person in a manner that would require the filing of a proxy statement
under Regulation 14A of the Exchange Act), (iv) form, join or in any way
participate in a Group (other than a Group consisting solely of the
Investors) formed for the purpose of acquiring, holding, voting or
disposing of or taking any other action with respect to Voting Securities
that would be required under Section 13(d) of the Exchange Act to file a
Statement on Schedule 13D with respect to such Voting Securities, (v)
deposit any Voting Securities in a voting trust or enter into any voting
agreement or arrangement with respect thereto (other than the Governance
Agreement), (vi) seek representation on the Board, the removal of any
directors from the Board or a change in the size or composition of the
Board, (vii) make any request to amend or waive any provision of the
standstill provisions in the Governance Agreement, which request would
require public disclosure under applicable law, rule or regulation, (viii)
disclose any intent, purpose, plan, arrangement or proposal inconsistent
with the foregoing (including any such intent, purpose, plan, arrangement
or proposal that is conditioned on or would require the waiver, amendment,
nullification or invalidation of any of the foregoing) or take any action
that would require public disclosure of any such intent, purpose, plan,
arrangement or proposal, (ix) take any action challenging the validity or
enforceability of the foregoing or (x) assist, advise, encourage or
negotiate with any person with respect to, or seek to do, any of the
foregoing.
Nothing in the Governance Agreement (i) prohibits or restricts
the Investors from responding to any inquiries from any shareholders of the
Company as to the Investors' intention with respect to the voting of any
Voting Securities Beneficially Owned by the Investors so long as such
response is consistent with the terms of the Governance Agreement, (ii)
restricts the right of any director designated by the Investors on the
Board or any committee thereof to vote on any matter as such individual
believes appropriate in light of his or her duties as a director or
committee member or the manner in which such director may participate in
his or her capacity as a director in deliberations or discussions at
meetings of the Board or as a member of any committee thereof, (iii)
prohibits the Investors from Beneficially Owning Voting Securities issued
as dividends or distributions in respect of, or issued upon conversion,
exchange or exercise of, securities which the Investors are permitted to
Beneficially Own under the Governance Agreement, (iv) prohibits any
officer, director, employee or agent of the Investors from purchasing or
otherwise acquiring Voting Securities so long as he or she is not a member
of a Group that includes the Investors or is not otherwise acting on behalf
of the Investors, (v) prohibits the Investors from disclosing in accordance
with their obligations, if any, under the federal securities laws or other
applicable law their desire, if any, that the Company become the subject of
a Buyout Transaction, or (vi) restricts the ability of Goldman Sachs and
its Affiliates who are not Investors, solely as agent, to engage in
brokerage, investment advisory, anti-raid advisory, merger advisory,
financing, asset management, trading, arbitrage and other similar
activities, in each case on behalf of clients.
Nothing in the Governance Agreement prohibits or restricts the
Investors, after December 19, 2003, from proposing, participating in,
supporting or causing the consummation of a Third Party Offer or an
Investor Buyout Transaction, subject to the voting requirements set forth
in the Governance Agreement with respect to Third Party Offers (as
described above in "Third Party Offers and Investor Buyout Transactions").
Transfer Restrictions
Pursuant to the Governance Agreement, other than sales,
transfers, or other dispositions to the Investors and other than sales,
transfers or other dispositions of Additional Shares by persons holding
such Additional Shares, none of the Investors or their Affiliates, directly
or indirectly, may sell, transfer or otherwise dispose of Beneficial
Ownership of Voting Securities for a period of one year after the Closing
Date.
During the period commencing one year after the Closing Date, the
Investors, directly or indirectly, may sell, transfer or otherwise dispose
of Beneficial Ownership of Voting Securities (i) to another Investor
(provided that such Investor is a signatory to the Governance Agreement or
has executed, at the time of such sale, transfer or other disposition, a
joinder in which it agrees to be bound by the provisions of the Governance
Agreement to the same extent as the Investors signatory thereto), (ii) in
accordance with Rule 144 under the Securities Act (including the volume and
manner-of-sale limitations of Rule 144 regardless of whether such
limitations are applicable) and otherwise subject to compliance with the
Securities Act, (iii) in a registered public offering or a non-registered
offering subject to an applicable exemption from the registration
requirements of the Securities Act in a manner calculated to achieve a
distribution of Voting Securities that, to the knowledge, after due
inquiry, of the person on whose behalf such distribution is being made,
will not result in the acquisition by any other person of Beneficial
Ownership of any such Voting Securities to the extent that, after giving
effect to such acquisition, such acquiring person would Beneficially Own
more than 5% of the Total Voting Power of Hexcel (such distribution, a
"Broad Distribution"), (iv) in a Third Party Offer if and to the extent
otherwise permitted by the Governance Agreement or (v) which are Additional
Shares.
If, during the 18 month period following the Closing Date, any of
the Investors proposes to sell, transfer or otherwise dispose of Beneficial
Ownership of any Voting Securities (other than transfers (i) to another
Investor, (ii) in accordance with Rule 144 under the Securities Act
(including the volume and manner-of-sale limitations of Rule 144 regardless
of whether such limitations are applicable), (iii) in a manner calculated
to achieve a Broad Distribution or in a Third Party Offer if and to the
extent otherwise permitted pursuant to the provisions of this Agreement and
(iv) of Additional Shares), such Investor must notify the Company of such
proposed transfer and the price thereof, and the Company has the option for
a period of 90 days after receipt of such notice, to purchase or cause its
designee to purchase from such party all of such Voting Securities.
None of the Investors or their affiliates may acquire, sell,
transfer or otherwise dispose of Beneficial Ownership of Voting Securities
if such acquisition, sale, transfer or other disposition would result in a
default or acceleration of amounts outstanding under (i) the Company's
Second Amended and Restated Credit Agreement, dated as of September 15,
1998, as amended from time to time, or any replacement thereof (the "Credit
Agreement") and (ii) the Indenture, dated as of January 21, 1999 (the
"Indenture"), relating to Hexcel's 9-3/4% Senior Subordinated Notes Due
2009 (the Credit Agreement and the Indenture collectively referred to
herein as the "Debt Instruments"), unless prior to the consummation of such
acquisition, sale, transfer or other disposition, any consents under the
Debt Instruments required to effect such acquisition, sale, transfer or
disposition are obtained.
Other Plans and Proposals
-------------------------
Except as described above or otherwise described in this Schedule
13D, the Filing Persons currently have no plans or proposals which relate
to or would result in any transaction, event or action enumerated in
paragraphs (a) through (j) of Item 4 of the form of Schedule 13D
promulgated under the Act.
Each of the Filing Persons reserves the right, in light of its
ongoing evaluation of the Company's financial condition, business,
operations and prospects, the market price of the Common Stock, conditions
in the securities markets generally, general economic and industry
conditions, its business objectives and other relevant factors, to change
its plans and intentions at any time, as it deems appropriate. In
particular, any one or more of the Filing Persons (and their respective
affiliates) reserves the right, in each case subject to (a) the
restrictions contained in the Governance Agreement, the Notes and the
Pledge Agreement (as defined below in Item 6 - "Pledge Agreement") and (b)
any applicable limitations imposed on the sale of any of their Company
securities by the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Securities Act") or other
applicable law, to (i) purchase additional shares of Common Stock or other
securities of the Company, (ii) sell or transfer shares of Common Stock
beneficially owned by them from time to time in public or private
transactions, and (iii) cause any of the Limited Partnerships to distribute
in kind to their respective partners or members, as the case may be, shares
of Common Stock or other securities owned by such Limited Partnerships. To
the knowledge of each Filing Person, each of the persons listed on
Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i, II-C-ii, II-D-i or
II-D-ii hereto may make similar evaluations from time to time or on an
ongoing basis.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
(a) Pursuant to a capitalization certificate delivered on the
Closing Date by the Company to the Purchasers in accordance with the Hexcel
Agreement, Stephen C. Forsyth, the Chief Financial Officer of the Company,
certified that, as of December 15, 2000, there were 36,957,770 shares of
Common Stock outstanding.
As of the Closing Date, GS Group may be deemed to beneficially
own an aggregate of 14,531,666.6 shares of Common Stock, consisting of (i)
14,525,000 shares of Common Stock that may be deemed to be beneficially
owned by the Purchasers, as described below, and (ii) (a) 10,000 options
granted to Sanjeev K. Mehra (the "Mehra Director Options") pursuant to the
Hexcel Incentive Stock Plan, of which one-third of such options are
currently exercisable and convertible into 3,333.3 shares of Common Stock
(Sanjeev K. Mehra has an understanding with GS Group pursuant to which he
holds such options for the benefit of GS Group), and (b) 10,000 options
granted to Peter M. Sacerdote (the "Sacerdote Director Options") pursuant
to the Hexcel Incentive Stock Plan, of which one-third of such options are
currently exercisable and convertible into 3,333.3 shares of Common Stock
(Peter M. Sacerdote has an understanding with GS Group pursuant to which he
holds such options for the benefit of GS Group), representing in the
aggregate approximately 39.3% of the outstanding shares of Common Stock.
Upon the first anniversary of the Closing Date, an additional one-third of
(a) the Mehra Director Options and (b) the Sacerdote Director Options will
vest and become exercisable. Upon the second anniversary of the Closing
Date, the remaining one-third of (a) the Mehra Director Options and (b) the
Sacerdote Director Options will vest and become exercisable.
As of the Closing Date, Goldman Sachs may be deemed to
beneficially own an aggregate of 14,525,000 shares of Common Stock,
consisting of 14,525,000 shares of Common Stock that may be deemed to be
beneficially owned by the Purchasers, as described below, representing
approximately 39.3% of the outstanding shares of Common Stock.
GS Group and Goldman Sachs disclaim beneficial ownership of the
shares of Common Stock beneficially owned by the Purchasers and the Limited
Partnerships to the extent that partnership or membership interests, as the
case may be, in the Limited Partnerships are held by persons other than
Goldman Sachs or its affiliates.
In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this filing reflects the fact that GS Group
and Goldman Sachs will no longer report the beneficial ownership of
securities beneficially owned by the asset management unit of Goldman Sachs
(the "Asset Management Unit") and certain other separate operating units of
Goldman Sachs. The Asset Management Unit and certain other separate
operating units will separately report, to the extent required, their
beneficial ownership of securities.
As of the Closing Date, GS Advisors may be deemed to beneficially
own the aggregate of 11,278,155 shares of Common Stock that may be deemed
to be beneficially owned by GS Capital and GS Offshore, representing, in
the aggregate, approximately 30.5% of the outstanding shares of Common
Stock.
As of the Closing Date, each of GS oHG and GS GmbH may be deemed
to beneficially own the 345,764 shares of Common Stock that may be deemed
to be beneficially owned by GS Germany, representing 0.9% of the
outstanding shares of Common Stock.
As of the Closing Date, GS Employee 2000 may be deemed to
beneficially own the 2,628,354 shares of Common Stock that may be deemed to
be beneficially owned by GS Employee, representing 7.1% of the outstanding
shares of Common Stock.
As of the Closing Date, Stone 2000 may be deemed to beneficially
own the 272,727 shares of Common Stock that may be deemed to be
beneficially owned by Stone Street, representing 0.7% of the outstanding
shares of Common Stock.
As of the Closing Date, GS Capital may be deemed to beneficially
own the 8,272,312 shares of Common Stock that may be deemed to be
beneficially owned by LXH representing 22.4% of the outstanding shares of
Common Stock.
As of the Closing Date, GS Offshore may be deemed to beneficially
own the 3,005,843 shares of Common Stock that may be deemed to be
beneficially owned by LXH II, representing 8.1% of the outstanding shares
of Common Stock.
As of the Closing Date, LXH Corp. may be deemed to beneficially
own 221,325.7 shares of Common Stock, that also may be deemed to be
beneficially owned by LXH, LXH L.P. and GS Capital, representing 0.6% of
the outstanding shares of Common Stock.
As of the Closing Date, LXH L.P. may be deemed to beneficially
own 257,299.2 shares of Common Stock, that also may be deemed to be
beneficially owned by LXH and GS Capital, representing 0.7% of the
outstanding shares of Common Stock.
As of the Closing Date, LXH may be deemed to beneficially own
8,272,312 shares of Common Stock, representing 22.4% of the outstanding
shares of Common Stock.
As of the Closing Date, LXH II may be deemed to beneficially own
6,252,688 shares of Common Stock, representing 16.9% of the outstanding
shares of Common Stock.
None of the Filing Persons or, to the knowledge of the Filing
Persons, the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i,
II-B-ii, II-C-i, II-C-ii, II-D-i or II-D-ii hereto beneficially owns any
shares of Common Stock other than as set forth herein.
(b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Common Stock
beneficially owned by such Filing Person as indicated above.
(c) Except as described above, no transactions in the shares of
Common Stock were effected by the Filing Persons, or, to their knowledge,
any of the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii,
II-C-i, II-C-ii, II-D-i or II-D-ii hereto, during the past sixty days.
(d) Except for clients of Goldman Sachs who may have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock held in Managed
Accounts, no other person is known by any Filing Person to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock that will be
beneficially owned by any Filing Person after the Purchase.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
----------------------------------------
The responses set forth in Items 3 and 4 of this Schedule 13D are
incorporated herein by reference in their entirety.
Registration Rights Agreement
-----------------------------
Pursuant to the Hexcel Agreement, the Company and the Purchasers
entered into a Registration Rights Agreement, dated as of the Closing Date
(the "Registration Rights Agreement"). The Registration Rights Agreement is
attached as Exhibit 7 hereto and incorporated herein by reference.
Pursuant to the Registration Rights Agreement, the Company
granted the Purchasers the right, subject to certain limitations and
restrictions, (i) to require the Company at the request of the Purchasers
on three separate occasions to effect a registration of shares of Common
Stock held by the Purchasers, and (ii) to require the Company to include
shares of Common Stock then held by the Purchasers in any other
registration by the Company of its equity securities under the Securities
Act. The Company has agreed to pay certain expenses of the Purchasers in
connection with such registrations as provided in the Registration Rights
Agreement.
Notes
-----
Pursuant to the Stock Purchase Agreement, (i) LXH issued to Ciba
SCC a 7.5% Recourse Secured Pay-In-Kind Promissory Note, dated as of the
Closing Date, having an aggregate principal amount of $20,680,780, as
partial payment for the purchase of 8,272,312 shares of Common Stock
beneficially owned by the Sellers and (ii) LXH II issued to Ciba SCC a 7.5%
Recourse Secured Pay-In-Kind Promissory Note, dated as of the Closing Date,
having an aggregate principal amount of $15,631,720, as partial payment for
the purchase of 6,252,688 shares of Common Stock beneficially owned by the
Sellers.
Transfer of Securities
For so long as no Event of Default (as defined below) has
occurred and is continuing, each Purchaser has the right to effect a
Collateral Sale (as defined below in "Pledge Agreement - Disposition of
Collateral") or transfer Collateral (as defined below in "Pledge Agreement
- Grant of Security Interest") to a Permitted Transferee (as defined below
in "Pledge Agreement - Disposition of Collateral").
Optional Prepayment/Redemption
Each Purchaser, at its option, may prepay all or any portion of
the principal amount of its Notes in cash at any time, by paying to Ciba
SCC an amount equal to the outstanding principal amount being prepaid
together with any accrued and unpaid interest on such amount.
Events of Default
An Event of Default under the Notes occurs if: (i) the Purchaser
defaults in the payment of the principal of its Notes, when and as the same
becomes due and payable, whether at maturity or at a date fixed for
prepayment or by acceleration or otherwise; (ii) the Purchaser defaults in
the payment of principal of or interest on any indebtedness for money
borrowed of the Purchaser (other than its Notes) having an aggregate
principal amount of at least $500,000; (iii) an involuntary proceeding is
commenced or an involuntary petition is filed in a court of competent
jurisdiction (and such proceeding or petition continues undismissed for 60
days, or an order or decree approving or ordering any of the following is
entered) seeking (a) relief in respect of the Purchaser, or of a
substantial part of its property or assets, under Title 11 of the United
States Code (as now constituted or hereafter amended, "Title 11"), or any
other federal or state bankruptcy, insolvency, receivership or similar law,
(b) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Purchaser, or for a substantial
part of its property or assets, or (c) the winding up or liquidation of the
Purchaser; or (iv) the Purchaser (a) voluntarily commences any proceeding
or files any petition seeking relief under Title 11 or any other Federal or
state bankruptcy, insolvency, receivership or similar law, (b) consents to
the institution of, or fails to contest in a timely and appropriate manner,
any proceeding or the filing of any petition described in paragraph (iii)
above, (c) applies for or consents to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Purchaser, or for a substantial part of its property or assets, (d) files
an answer admitting the material allegations of a petition filed against it
in any such proceeding, (e) makes a general assignment for the benefit of
creditors, (f) admits in writing its inability or fails generally to pay
its debts as they become due or (g) takes any action for the purpose of
effecting any of the foregoing.
If an Event of Default described in paragraph (iii) or (iv) above
occurs, then the outstanding principal of and all accrued interest on such
Purchaser's Notes automatically becomes immediately due and payable,
without presentment, demand, protest or notice of any kind, all of which
are hereby expressly waived. If any other Event of Default occurs and is
continuing, Ciba SCC, by written notice to the Purchaser, may declare the
principal of and accrued interest on such Purchaser's Notes to be
immediately due and payable and such principal and interest becomes
immediately due and payable. Ciba SCC may rescind an acceleration and its
consequences if all existing Events of Default have been cured or waived,
except nonpayment of principal or interest that has become due solely
because of the acceleration, and if the rescission would not conflict with
any judgment or decree.
Pledge Agreement
----------------
Pursuant to the Stock Purchase Agreement, (a) LXH and Ciba SCC
entered into a Pledge Agreement, dated as of the Closing Date (the "LXH
Pledge Agreement"), and (b) LXH II and Ciba SCC entered into a Pledge
Agreement, dated as of the Closing Date (together with the LXH Pledge
Agreement, the "Pledge Agreements"). The LXH Pledge Agreement is attached
as Exhibit 8 hereto and incorporated herein by reference. The LXH II Pledge
Agreement is attached as Exhibit 9 hereto and incorporated herein by
reference.
Grant of Security Interest
Upon the terms and conditions set forth in the Pledge Agreements
and as collateral security for the prompt payment in full when due of all
obligations of each Purchaser arising under or in connection with each
Pledge Agreement and the Notes (such obligations, the "Secured
Obligations"), each Purchaser pledged and granted to Ciba SCC a continuing
security interest in all of such Purchaser's right, title and interest in
and to the following property: (a) all issued and outstanding shares of
Common Stock owned by such Purchaser (the "Pledged Shares"); (b) subject to
the occurrence of an Event of Default (as defined in the Notes), all
Dividends (as defined in the Pledge Agreements) and Distributions (as
defined in the Pledge Agreements) and other payments and rights with
respect to any Pledged Shares; and (c) all proceeds of any of the foregoing
(such property, the "Collateral").
Disposition of Collateral
So long as no Event of Default (as defined above in "Notes -
Events of Default") has occurred and is continuing, each Purchaser has the
right to effect a sale, transfer or other disposition of Collateral (i) to
any person other than a Permitted Transferee (as defined below) in an
arm's-length transaction (such transfer, a "Collateral Sale") or (ii) to
itself, the other Purchaser, each Purchasers' respective members, GS Group
or any direct or indirect subsidiary of GS Group formed for the purpose of
effecting principal transactions, and, subject to certain conditions, one
other person designated by either of the Purchasers within 90 days
following the Closing Date as a proposed transferee of up to 2,200,000
shares of Common Stock (such transferee, a "Permitted Transferee"). In the
event of a Collateral Sale in exchange for cash by either of the
Purchasers, such Purchaser must apply the Minimum Amount (as defined below
in "Application of Prepayments") to the prepayment of the Notes in the
manner set forth below in "Application of Prepayments". In the event of a
Collateral Sale in exchange for non-cash proceeds, such Purchaser must
deliver or assign to Ciba SCC, as Collateral for the Secured Obligations,
all such non-cash proceeds. Except as described above, each Purchaser may
not sell, assign, transfer, pledge or encumber the Collateral except in
favor of Ciba SCC.
Release
Upon (i) the payment in full of the Notes, the security interest
granted pursuant to such Pledge Agreement automatically terminates and
rights to the Collateral revert to such Purchaser or (ii) any permitted
transfer of the Collateral, the security interest granted pursuant to such
Pledge Agreement with respect to the Collateral subject thereto
automatically terminates and all rights to such Collateral revert to such
Purchaser.
Application of Prepayments
In the event of a Collateral Sale for cash by any Purchaser, such
Purchaser must apply the Minimum Amount to the prepayment of the Notes
first to all accrued and unpaid interest on the Notes calculated up to and
including the date of payment thereof and then pro-rata to the outstanding
principal amount of all Notes then outstanding. The Minimum Amount means,
with respect to the total cash proceeds received by a Purchaser upon any
transfer of Collateral, less certain federal and state taxes and any
expenses reasonably incurred in connection with such sale, (i) an amount
thereof (but not less than 20%) which, after giving effect to the
application thereof to the prepayment of the Notes as described above,
would result in the ratio of (x) the Fair Market Value (as defined in the
Pledge Agreements) of all Collateral on the date of such transfer to (y)
the outstanding principal amount of, and accrued interest on, the Notes
outstanding on such date (such ratio, the "Collateral Coverage Ratio")
being equal to or greater than 3:1, or (ii) an amount equal to 100% thereof
to the extent that the Collateral Coverage Ratio is or, after giving effect
to the application thereof to the prepayment of the Notes as described
above, would be less than 3:1.
Voting Rights
Until and unless an Event of Default has occurred and is
continuing, each of the Pledgors has the exclusive voting power with
respect to any shares of capital stock (including any of the Pledged
Shares) constituting Collateral pledged by such Pledgor under such Pledge
Agreement and the Pledgee must, upon the written request of a Pledgor,
promptly deliver such proxies and other documents, if any, as are requested
by such Pledgor that are necessary to allow such Pledgor to exercise voting
power with respect to any such shares of capital stock (including any of
the Pledged Shares) constituting Collateral.
After any Event of Default has occurred and for so long as it is
continuing, the Pledgee may exercise (to the exclusion of each of the
Pledgors) the voting power and all other incidental rights of ownership
with respect to any Pledged Shares or other shares of capital stock
constituting Collateral and each of the Pledgors agrees to grant the
Pledgee an irrevocable proxy, exercisable under such circumstances, to vote
the Pledged Shares and such other Collateral.
Other than as set forth in this Item 6 and Items 3, 4, and 5
above, none of the Filing Persons is a party to any contract, arrangement,
understanding or relationship with respect to any securities of the issuer,
and none of the securities as to which this Schedule 13D relates is pledged
or is otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1 Joint Filing Agreement, dated as of December 28, 2000.
Exhibit 2 Stock Purchase Agreement, dated as of October 11, 2000, by
and among the Purchasers, Ciba and the Sellers.
Exhibit 3 $20,680,780 7.5% Recourse Secured Pay-In-Kind Promissory
Note, due December 31, 2004, issued by LXH to Ciba SCC.
Exhibit 4 $15,631,720 7.5% Recourse Secured Pay-In-Kind Promissory
Note, due December 31, 2004, issued by LXH II to Ciba SCC.
Exhibit 5 Hexcel Agreement, dated as of October 11, 2000, by and
between the Purchasers and the Company.
Exhibit 6 Governance Agreement, dated as of December 19, 2000, by and
among the Purchasers, the Company and the other parties
listed on the signature pages thereto.
Exhibit 7 Registration Rights Agreement, dated as of December 19,
2000, by and between the Company and the Purchasers.
Exhibit 8 Pledge Agreement, dated as of December 19, 2000, by LXH in
favor of Ciba SCC.
Exhibit 9 Pledge Agreement, dated as of December 19, 2000, by LXH II
in favor of Ciba SCC.
Exhibit 10 Power of Attorney, dated as of December 8, 2000, relating to
The Goldman Sachs Group, Inc.
Exhibit 11 Power of Attorney, dated as of December 8, 2000, relating to
Goldman, Sachs & Co.
Exhibit 12 Power of Attorney, dated as of December 20, 2000, relating
to GS Advisors 2000, L.L.C.
Exhibit 13 Power of Attorney, dated as of March 28, 2000, relating to
Goldman, Sachs & Co. oHG.
Exhibit 14 Power of Attorney, dated as of December 20, 2000, relating
to Goldman Sachs Management GP GmbH.
Exhibit 15 Power of Attorney, dated as of December 20, 2000, relating
to GS Employee Funds 2000, G.P., L.L.C.
Exhibit 16 Power of Attorney, dated as of March 20, 2000, relating to
Stone Street 2000, L.L.C.
Exhibit 17 Power of Attorney, dated as of December 20, 2000, relating
to GS Capital Partners 2000, L.P.
Exhibit 18 Power of Attorney, dated as of December 20, 2000, relating
to GS Capital Partners 2000 Offshore, L.P.
Exhibit 19 Power of Attorney, dated as of December 20, 2000, relating
to GS Capital Partners 2000 GmbH & Co. Beteiligungs KG.
Exhibit 20 Power of Attorney, dated as of December 20, 2000, relating
to GS Capital Partners 2000 Employee Fund, L.P.
Exhibit 21 Power of Attorney, dated as of March 20, 2000, relating to
Stone Street Fund 2000, L.P.
Exhibit 22 Power of Attorney, dated as of December 20, 2000, relating
to LXH Holdings Corp.
Exhibit 23 Power of Attorney, dated as of December 20, 2000, relating
to LXH Holdings, L.P.
Exhibit 24 Power of Attorney, dated as of December 20, 2000, relating
to LXH, L.L.C.
Exhibit 25 Power of Attorney, dated as of December 20, 2000, relating
to LXH II, L.L.C.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 28, 2000
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
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
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>
EXHIBITS
Exhibit 1 Joint Filing Agreement, dated as of December 28, 2000.
Exhibit 2 Stock Purchase Agreement, dated as of October 11, 2000, by
and among the Purchasers, Ciba and the Sellers.
Exhibit 3 $20,680,780 7.5% Recourse Secured Pay-In-Kind Promissory
Note, due December 31, 2004, issued by LXH to Ciba SCC.
Exhibit 4 $15,631,720 7.5% Recourse Secured Pay-In-Kind Promissory
Note, due December 31, 2004, issued by LXH II to Ciba SCC.
Exhibit 5 Hexcel Agreement, dated as of October 11, 2000, by and
between the Purchasers and the Company.
Exhibit 6 Governance Agreement, dated as of December 19, 2000, by and
among the Purchasers, the Company and the other parties
listed on the signature pages thereto.
Exhibit 7 Registration Rights Agreement, dated as of December 19,
2000, by and between the Company and the Purchasers.
Exhibit 8 Pledge Agreement, dated as of December 19, 2000, by LXH in
favor of Ciba SCC.
Exhibit 9 Pledge Agreement, dated as of December 19, 2000, by LXH II
in favor of Ciba SCC.
Exhibit 10 Power of Attorney, dated as of December 8, 2000, relating to
The Goldman Sachs Group, Inc.
Exhibit 11 Power of Attorney, dated as of December 8, 2000, relating to
Goldman, Sachs & Co.
Exhibit 12 Power of Attorney, dated as of December 20, 2000, relating
to GS Advisors 2000, L.L.C.
Exhibit 13 Power of Attorney, dated as of March 28, 2000, relating to
Goldman, Sachs & Co. oHG.
Exhibit 14 Power of Attorney, dated as of December 20, 2000, relating
to Goldman Sachs Management GP GmbH.
Exhibit 15 Power of Attorney, dated as of December 20, 2000, relating
to GS Employee Funds 2000, G.P., L.L.C.
Exhibit 16 Power of Attorney, dated as of March 20, 2000, relating to
Stone Street 2000, L.L.C.
Exhibit 17 Power of Attorney, dated as of December 20, 2000, relating
to GS Capital Partners 2000, L.P.
Exhibit 18 Power of Attorney, dated as of December 20, 2000, relating
to GS Capital Partners 2000 Offshore, L.P.
Exhibit 19 Power of Attorney, dated as of December 20, 2000, relating
to GS Capital Partners 2000 GmbH & Co. Beteiligungs KG.
Exhibit 20 Power of Attorney, dated as of December 20, 2000, relating
to GS Capital Partners 2000 Employee Fund, L.P.
Exhibit 21 Power of Attorney, dated as of March 20, 2000, relating to
Stone Street Fund 2000, L.P.
Exhibit 22 Power of Attorney, dated as of December 20, 2000, relating
to LXH Holdings Corp.
Exhibit 23 Power of Attorney, dated as of December 20, 2000, relating
to LXH Holdings, L.P.
Exhibit 24 Power of Attorney, dated as of December 20, 2000, relating
to LXH, L.L.C.
Exhibit 25 Power of Attorney, dated as of December 20, 2000, relating
to LXH II, L.L.C.
<PAGE>
SCHEDULE I
----------
The name of each director of The Goldman Sachs Group, Inc. is set
forth below.
The business address of each person listed below except John L.
Thornton, Sir John Browne, James A. Johnson, John H. Bryan and Ruth J.
Simmons is 85 Broad Street, New York, NY 10004. The business address of
John L. Thornton is 133 Fleet Street, London EC4A 2BB, England. The
business address of Sir John Browne is BP Amoco plc, Brittanic House, 1
Finsbury Circus, London EC2M, England. The business address of James A.
Johnson is Johnson Capital Partners, 600 New Hampshire Avenue, NW, Suite
620, Washington, D.C. 20037. The business address of John H. Bryan is Three
First National Plaza, Chicago, IL 60602-4260. The business address of Ruth
J. Simmons is Office of the President, Smith College, College Hall Room 20,
Northhampton, MA 01063.
Each person is a citizen of the United States of America except
for Sir John Browne, who is a citizen of the United Kingdom. The present
principal occupation or employment of each of the listed persons is set
forth below.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
Name Present Principal Occupation
--------------------------------------------------------------------------------------------------------
<S> <C>
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
Robert J. Hurst Vice Chairman of The Goldman Sachs Group, Inc.
John A. Thain President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
John L. Thornton President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
Sir John Browne Group Chief Executive of BP Amoco plc
James A. Johnson Chairman and Chief Executive Officer of Johnson Capital Partners
John H. Bryan Chairman and Chief Executive Officer of Sara Lee Corporation
Ruth J. Simmons President of Smith College
John L. Weinberg Senior Chairman of The Goldman Sachs Group, Inc.
</TABLE>
<PAGE>
SCHEDULE II-A-i
---------------
The name, position and present principal occupation of each
executive officer of GS Advisors 2000, L.L.C., the sole general partner of
GS Capital Partners 2000, L.P. and GS Capital Partners 2000 Offshore, L.P.,
are set forth below.
The business address for all the executive officers listed below
except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Xiang-Dong Yang, Peter Schiefer, Atul Kapur, Michel A.
Plantevin, Mary Nee and Ulrika Werdelin is 85 Broad Street, New York, New
York 10004. The business address of Richard S. Sharp, Barry S. Volpert,
Antoine L. Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer,
Atul Kapur, Michel A. Plantevin and Ulrika Werdelin is 133 Fleet Street,
London EC4A 2BB, England. The business address of Syaru (Shirley) Lin,
Xiang-Dong Yang and Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Gene T. Sykes and Randall
A. Blumenthal is 2765 Sand Hill Road, Menlo Park, CA 94025.
All executive officers listed below are United States citizens
except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E.
Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel A. Plantevin
and Ulrika Werdelin. Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of
Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel A. Plantevin are
citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Peter
Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of Sweden.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Name Position Present Principal Occupation
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Assistant Secretary Managing Director of Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth S. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co.
Dan H. Jester Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Xiang-Dong Yang Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Peter Schiefer Vice President Managing Director of Goldman Sachs International
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co.
Ronald H. Jacobe Vice President Managing Director of Goldman, Sachs & Co.
Atul Kapur Vice President Managing Director of Goldman Sachs International
Michel A. Plantevin Vice President Managing Director of Goldman Sachs International
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Vice President of Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/Assistant Vice President of Goldman, Sachs & Co.
Secretary
Ulrika Werdelin Vice President Vice President of Goldman Sachs International
</TABLE>
<PAGE>
SCHEDULE II-A-ii
The name and principal occupation of each member of the Principal
Investment Area Investment Committee of Goldman, Sachs & Co., which
exercises the authority of Goldman, Sachs & Co. in managing GS Advisors
2000, L.L.C., are set forth below.
The business address for each member listed below except Gene T.
Sykes, Richard S. Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine L.
Schwartz is 85 Broad Street, New York, New York 10004. The business address
of Gene T. Sykes is 2765 Sand Hill Road, Menlo Park, CA 94025. The business
address of Richard S. Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine
L. Schwartz is 133 Fleet Street, London EC4A 2BB, England.
All members listed below except Richard S. Sharp, Sanjeev K.
Mehra and Antoine L. Schwartz are United States citizens. Richard S. Sharp
is a citizen of the United Kingdom, Sanjeev K. Mehra is a citizen of India
and Antoine L. Schwartz is a citizen of France.
------------------------------------------------------------------------------
Name Present Principal Occupation
------------------------------------------------------------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Robin Neustein Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director of Goldman, Sachs & Co.
Robert V. Delaney Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Managing Director of Goldman Sachs International
Barry S. Volpert Managing Director of Goldman Sachs International
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
Scott B. Kapnick Managing Director of Goldman Sachs International
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Antoine L. Schwartz Managing Director of Goldman Sachs International
<PAGE>
SCHEDULE II-B-i
The name, position and present principal occupation of each
executive officer and director of Goldman, Sachs & Co. Finanz GmbH, which
is the sole managing general partner of Goldman, Sachs & Co. oHG, are set
forth below.
The business address for each of the executive officers and
directors listed below is MesseTurm, 60308 Frankfurt am Main, Germany.
Of the directors and executive officers listed below, Stefan J.
Jentzsch, Timothy C. Plaut and Alexander C. Dibelius are citizens of
Germany, Daniel W. Stanton is a citizen of the United States and Jonathan
S. King is a citizen of the United Kingdom.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Name Position Present Principal Occupation
----------------------------------------------------------------------------------------------------
<S> <C> <C>
Stefan J. Jentzsch Managing Director Managing Director of Goldman, Sachs & Co. oHG
Jonathan S. King Managing Director Managing Director of Goldman, Sachs & Co. oHG
Timothy C. Plaut Managing Director Managing Director of Goldman, Sachs & Co. oHG
Daniel W. Stanton Managing Director Managing Director of Goldman, Sachs & Co. oHG
Alexander C. Dibelius Managing Director Managing Director of Goldman, Sachs & Co. oHG
</TABLE>
<PAGE>
SCHEDULE II-B-ii
The name, position and present principal occupation of each
executive officer of Goldman Sachs Management GP GmbH, the sole managing
partner of GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, are set
forth below.
The business address for each of the executive officers listed
below except Barry S. Volpert is 85 Broad Street, New York, New York 10004.
The business address of Barry S. Volpert is 133 Fleet Street, London EC4A
2BB, England.
All of the executive officers listed below are citizens of the
United States except Patrick E. Mulvihill, who is a citizen of Ireland.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Name Position Present Principal Occupation
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman Managing Director Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director Managing Director of Goldman, Sachs & Co.
David A. Viniar Managing Director Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director Managing Director of Goldman, Sachs & Co.
Esta E. Stecher Managing Director Managing Director of Goldman, Sachs & Co.
Barry S. Volpert Managing Director Managing Director of Goldman Sachs International
Elizabeth S. Fascitelli Managing Director Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Managing Director Managing Director of Goldman, Sachs & Co.
David J. Greenwald Managing Director Managing Director of Goldman, Sachs & Co.
Dan H. Jester Managing Director Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Managing Director Managing Director of Goldman, Sachs & Co.
James B. McHugh Managing Director Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Managing Director Vice President of Goldman, Sachs & Co.
John E. Bowman Managing Director Vice President of Goldman, Sachs & Co.
Katherine L. Nissenbaum Managing Director Vice President of Goldman, Sachs & Co.
</TABLE>
<PAGE>
SCHEDULE II-C-i
The name, position and present principal occupation of each
executive officer of Stone Street 2000, L.L.C., the sole general partner of
Stone Street Fund 2000, L.P., are set forth below.
The business address for all of the executive officers listed
below except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Xiang-Dong Yang, Peter Schiefer, Atul Kapur, Michel A.
Plantevin, Mary Nee and Ulrika Werdelin is 85 Broad Street, New York, New
York 10004. The business address of Richard S. Sharp, Barry S. Volpert,
Antoine L. Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer,
Atul Kapur, Michel A. Plantevin and Ulrika Werdelin is 133 Fleet Street,
London EC4A 2BB, England. The business address of Syaru (Shirley) Lin,
Xiang-Dong Yang and Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Gene T. Sykes and Randall
A. Blumenthal is 2765 Sand Hill Road, Menlo Park, CA 94025.
All executive officers listed below are United States citizens
except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E.
Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel A. Plantevin
and Ulrika Werdelin. Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of
Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel A. Plantevin are
citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Peter
Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of Sweden.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Name Position Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter M. Sacerdote Chairman/President Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc.
Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Vice President/Assistant Managing Director of Goldman, Sachs & Co.
Secretary
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth S. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Managing Director of Goldman, Sachs & Co.
Secretary
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Xiang-Dong Yang Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Peter Schiefer Vice President Managing Director of Goldman Sachs International
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co.
Ronald H. Jacobe Vice President Managing Director of Goldman, Sachs & Co.
Atul Kapur Vice President Managing Director of Goldman Sachs International
Michel A. Plantevin Vice President Managing Director of Goldman Sachs International
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Vice President of Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/Assistant Vice President of Goldman, Sachs & Co.
Secretary
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
Ulrika Werdelin Vice President Vice President of Goldman Sachs International
</TABLE>
<PAGE>
SCHEDULE II-C-ii
The name and principal occupation of each member of the Stone
Street Investment Committee of Goldman, Sachs & Co., which exercises the
authority of Goldman, Sachs & Co. in managing Stone Street 2000, L.L.C.,
are set forth below.
The business address for each member listed below is 85 Broad
Street, New York, New York 10004.
All members listed below except Sanjeev K. Mehra are United
States citizens. Sanjeev K. Mehra is a citizen of India.
-----------------------------------------------------------------------------
Name Present Principal Occupation
-----------------------------------------------------------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
<PAGE>
SCHEDULE II-D-i
The name, position and principal occupation of each executive
officer of GS Employee Funds 2000, G.P., L.L.C., the sole general partner
of GS Capital Partners 2000 Employee Fund, L.P., are set forth below.
The business address for all of the executive officers listed
below except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Xiang-Dong Yang, Peter Schiefer, Atul Kapur, Michel A.
Plantevin, Mary Nee and Ulrika Werdelin is 85 Broad Street, New York, New
York 10004. The business address of Richard S. Sharp, Barry S. Volpert,
Antoine L. Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer,
Atul Kapur, Michel A. Plantevin and Ulrika Werdelin is 133 Fleet Street,
London EC4A 2BB, England. The business address of Syaru (Shirley) Lin,
Xiang-Dong Yang and Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Gene T. Sykes and Randall
A. Blumenthal is 2765 Sand Hill Road, Menlo Park, CA 94025.
All executive officers listed below are United States citizens
except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E.
Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel A. Plantevin
and Ulrika Werdelin. Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of
Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel A. Plantevin are
citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Peter
Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of Sweden.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Name Position Present Principal Occupation
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Vice President/Assistant Managing Director of Goldman, Sachs & Co.
Secretary
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth S. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Managing Director of Goldman, Sachs & Co.
Secretary
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Xiang-Dong Yang Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Peter Schiefer Vice President Managing Director of Goldman Sachs International
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co.
Ronald H. Jacobe Vice President Managing Director of Goldman, Sachs & Co.
Atul Kapur Vice President Managing Director of Goldman Sachs International
Michel A. Plantevin Vice President Managing Director of Goldman Sachs International
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Vice President of Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/Assistant Vice President of Goldman, Sachs & Co.
Secretary
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
Ulrika Werdelin Vice President Vice President of Goldman Sachs International
</TABLE>
<PAGE>
SCHEDULE II-D-ii
The name and principal occupation of each member of the GS
Employee Funds Investment Committee of Goldman, Sachs & Co., which
exercises the authority of Goldman, Sachs & Co. in managing GS Employee
Funds 2000, G.P., L.L.C., are set forth below.
The business address for each member listed below except Gene T.
Sykes, Richard S. Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine L.
Schwartz is 85 Broad Street, New York, New York 10004. The business address
of Gene T. Sykes is 2765 Sand Hill Road, Menlo Park, CA 94025. The business
address of Richard S. Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine
L. Schwartz is 133 Fleet Street, London EC4A 2BB, England.
All members listed below except Richard S. Sharp, Sanjeev K.
Mehra and Antoine L. Schwartz are United States citizens. Richard S. Sharp
is a citizen of the United Kingdom, Sanjeev K. Mehra is a citizen of India
and Antoine L. Schwartz is a citizen of France.
-----------------------------------------------------------------------------
Name Present Principal Occupation
-----------------------------------------------------------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Robin Neustein Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director of Goldman, Sachs & Co.
Robert V. Delaney Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Managing Director of Goldman Sachs International
Barry S. Volpert Managing Director of Goldman Sachs International
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
Scott B. Kapnick Managing Director of Goldman Sachs International
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Antoine L. Schwartz Managing Director of Goldman Sachs International
<PAGE>
SCHEDULE III
------------
On April 6, 2000, in connection with an industry-wide investigation by
the Securities and Exchange Commission (the "SEC") relating to the pricing
of government securities in advance refunding transactions, Goldman, Sachs
& Co. (the "Firm") joined in a global settlement resolving the SEC
investigation as well as a related qui tam lawsuit purportedly brought on
behalf of the United States entitled United States ex rel. Lissack v.
Goldman, Sachs & Co., et al., 95 Civ. 1363 (S.D.N.Y.)(BSJ). Pursuant to the
settlement, without admitting or denying the findings, the Firm consented
to the issuance of an SEC administrative order (SEA Rel. No. 42640) which,
among other things, found that the Firm had violated Sections 17(a)(2) and
(3) of the Securities Act of 1933 in connection with such pricing of
government securities, required the Firm to cease and desist from violating
such provisions, and ordered the Firm to make payments totaling
approximately $5.1 Million to the U.S. Treasury and $104,000 to two
municipalities. Under the global settlement, the qui tam lawsuit was
dismissed with prejudice, and the Internal Revenue Service agreed not to
challenge the tax-free nature of the refundings by virtue of the pricing of
such securities.
