UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 Ciba Specialty Chemicals
Holding Inc. 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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August 21, 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.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
2
This Amendment No. 3 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 6, 1996 and
Amendment No. 2 thereto filed on March 11, 1997 (collectively, the
"Statement"). Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Statement.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following language at the end
of this item:
Ciba has determined that its investment in the Issuer has become a
non-strategic asset. Accordingly, Ciba has advised the Issuer that it would be
interested in disposing of all or a substantial portion of its investment in
the Issuer if an acceptable price could be obtained, and Ciba has begun to
investigate what alternatives consistent with its obligations under the
Governance Agreement may be available at this time. Pending any sale of its
entire interest, Ciba intends to continue to exercise its rights under the
Governance Agreement.
<PAGE>
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 August 21, 2000
CIBA SPECIALTY CHEMICALS HOLDING INC.,
by by
/s/ Hans - Ulrich Muller /s/ Oliver Strub
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Name: Hans - Ulrich Muller Name: Oliver Strub
Title: Secretary to the Board Title: 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 August 21, 2000
CIBA SPECIALTY CHEMICALS INC.,
by by
/s/ Hans - Ulrich Muller /s/ Oliver Strub
-------------------------------------------- --------------------------
Name: Hans - Ulrich Muller Name: Oliver Strub
Title: General Counsel Title: 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 August 21, 2000
CIBA SPECIALTY CHEMICALS CORPORATION,
by
/s/ John J. McGraw
-----------------------------------------
Name: John J. McGraw
Title: Vice President, General Counsel
and Secretary
