UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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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December 19, 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.
<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).
(Continued on following page(s))
<PAGE>
CUSIP No. 428290 10 0
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Ciba Specialty Chemicals Holding Inc.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO*
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Switzerland
Number of 7 Sole Voting Power
Shares 0
Beneficially 8 Shared Voting Power
Owned by Each 0
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,496,748**
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13 Percent of Class Represented
by Amount in Row (11)
9.46%**
14 Type of Reporting Person (See Instructions)
HC, CO
* No purchase of securities is being made in connection with the filing of
this Schedule 13D.
** Ciba Specialty Chemicals Inc., which holds 0 shares, and Ciba Specialty
Chemicals Corporation, which holds 3,496,748 shares, are each wholly owned
subsidiaries of Ciba Specialty Chemicals Holding Inc.
<PAGE>
CUSIP No. 428290 10 0
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Ciba Specialty Chemicals Inc.
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO*
5 Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Switzerland
Number of 7 Sole Voting Power
Shares 0
Beneficially 8 Shared Voting Power
Owned by Each 0
Reporting 9 Sole Dispositive Power
Person with 0
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0**
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13 Percent of Class Represented
by Amount in Row (11)
0%**
14 Type of Reporting Person (See Instructions)
HC, CO
* No purchase of securities is being made in connection with the filing of
this Schedule 13D.
** Ciba Specialty Chemicals Inc. is a wholly owned subsidiary of Ciba
Specialty Chemicals Holding Inc. and an affiliate of Ciba Specialty Chemicals
Corporation, which holds 3,496,748 shares.
<PAGE>
CUSIP No. 428290 10 0
1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Ciba Specialty Chemicals Corporation
I.R.S. No. 13-3904291
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO*
5 Check 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 3,496,748
Beneficially 8 Shared Voting Power
Owned by Each 0
Reporting 9 Sole Dispositive Power
Person with 3,496,748
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,496,748**
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13 Percent of Class Represented
by Amount in Row (11)
9.46%**
14 Type of Reporting Person (See Instructions)
CO
* No purchase of securities is being made in connection with the filing of
this Schedule 13D.
** Ciba Specialty Chemicals Corporation is a wholly owned subsidiary of Ciba
Specialty Chemicals Holding Inc. and an affiliate of Ciba Specialty Chemicals
Inc., which holds 0 shares.
<PAGE>
This Amendment No. 5 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, Amendment No. 3 thereto filed on August
21, 2000 and Amendment No. 4 thereto filed on October 11, 2000 (collectively,
the "Statement"). Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Statement.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by the following:
On December 19, 2000, Ciba Specialty Chemicals Inc. ("SCI") and
Ciba Specialty Chemicals Corporation ("SCC", and together with SCI,
the "Sellers") sold 9,204,503 shares and 5,320,497 shares,
respectively, of Common Stock to LXH, L.L.C. ("LXH") and LXH II,
L.L.C. ("LXH II", and together with LXH, the "Purchasers") pursuant
to a Stock Purchase Agreement dated as of October 11, 2000, by and
between the Purchasers, Ciba Specialty Chemicals Holding Inc., and
the Sellers (the "Stock Purchase Agreement"). As a result of the
consummation of the transactions contemplated by the Stock Purchase
Agreement, SCI and SCC currently own 0 shares and 3,496,748 shares,
respectively, of Common Stock, and LXH and LXH II currently own
8,272,312 shares and 6,252,688 shares, respectively, of Common
Stock.
Following the consummation of the transactions contemplated by
the Stock Purchase Agreement, SCI intends to investigate
alternatives for disposing of its remaining shares of Common Stock.
<PAGE>
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 December 19, 2000
CIBA SPECIALTY CHEMICALS HOLDING INC.,
by /s/ Hans-Ulrich Muller by /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 December 19, 2000
CIBA SPECIALTY CHEMICALS INC.,
by /s/ Hans-Ulrich Muller by /s/ Oliver Strub
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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 December 19, 2000
CIBA SPECIALTY CHEMICALS CORPORATION,
by /s/ John J. McGraw
----------------------------
Name: John J. McGraw
Title: Vice President, General
Counsel and Secretary
