UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
Oliver Strub, Esq. John J. McGraw, Esq.
Ciba Specialty Chemicals Holding Inc. Ciba Specialty Chemicals Corporation
Ciba Specialty Chemicals Inc. P.O. Box 2005
Klybeckstrasse 141 560 White Plains Road
CH - 4002, Basel Tarrytown, New York 10591
Switzerland (914) 785-2000
41-61-696-3415
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
With a copy to:
Philip A. Gelston, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
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October 11, 2000
(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 shall 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.
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2
This Amendment No. 4 amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission on October 4, 1995, as
amended by Amendment No. 1 thereto filed on March 8, 1996, Amendment No. 2
thereto filed on March 18, 1997 and Amendment No. 3 thereto filed on August
21, 2000 (collectively, the "Statement"). Capitalized terms used and not
defined herein shall have the meanings assigned to such terms in the
Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following language at the end
of this item:
On October 11, 2000, Ciba Specialty Chemicals Holding Inc. ("SCH"),
Ciba Specialty Chemicals Inc. ("SCI"), Ciba Specialty Chemicals
Corporation ("SCC" and, together with SCI, the "Sellers") and certain
affiliates of GS Capital Partners 2000, L.P. (the "Purchasers") entered
into a Stock Purchase Agreement pursuant to which the Sellers would sell
to the Purchasers (the "Sale"), and the Purchasers would purchase from
the Sellers, an aggregate of 14,525,000 shares of Common Stock for an
aggregate price per share of $11.00, consisting of $8.50 per share in
cash and $2.50 per share in notes, for an aggregate purchase price of
$159,775,000.
In connection with the Sale, (i) SCH and Hexcel Corporation
("Hexcel") entered into a Consent and Termination Agreement dated as of
October 11, 2000, (ii) the Purchasers entered into an agreement with
Hexcel dated as of October 11, 2000 and (iii) the Purchasers and Hexcel
will enter into a registration rights agreement at the closing of the
Sale.
SCH continues to explore its options for the sale of its remaining
interest in Hexcel
Item 7. Material To be Filed as Exhibits.
1. Stock Purchase Agreement dated as of October 11, 2000, among LXH,
L.L.C., LXH II, L.L.C., SCH and the Sellers.
2. Consent and Termination Agreement dated as of October 11, 2000,
between Hexcel Corporation and SCH.
3. Agreement dated as of October 11, 2000, among Hexcel Corporation,
LXH, L.L.C. and LXH II, L.L.C.
4. Form of Registration Rights Agreement to be entered into among
Hexcel Corporation, LXH, L.L.C. and LXH II, L.L.C.
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3
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated October 13, 2000
CIBA SPECIALTY CHEMICALS HOLDING INC.,
by /s/ Steven Ballmer by /s/ Peter Sidler
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Name: Steven Ballmer Name: Peter Sidler
Title: Senior Tax Counsel Title: Senior Tax and Corporate Counsel
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated October 13, 2000
CIBA SPECIALTY CHEMICALS INC.,
by /s/ Steven Ballmer by /s/ Peter Sidler
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Name: Steven Ballmer Name: Peter Sidler
Title: Senior Tax Counsel Title: Senior Tax and Corporate Counsel
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated October 13, 2000
CIBA SPECIALTY CHEMICALS CORPORATION,
by /s/ John J. McGraw
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Name: John J. McGraw
Title: Vice President,
General Counsel and Secretary
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Index to Exhibits
Exhibit No. Description Page
1 Stock Purchase Agreement dated as of *
October 11, 2000, among LXH, L.L.C., LXH
II, L.L.C., Ciba Specialty Chemicals
Holding Inc., Ciba Specialty Chemicals
Inc. and Ciba Specialty Chemicals
Corporation.
2 Consent and Termination Agreement dated *
as of October 11, 2000, between Hexcel
Corporation and Ciba Specialty Chemicals
Holding Inc.
3 Agreement dated as of October 11, 2000, *
among Hexcel Corporation, LXH, L.L.C.
and LXH II, L.L.C.
4 Form of Registration Rights Agreement to *
be entered into among Hexcel
Corporation, LXH, L.L.C. and LXH II,
L.L.C.
