UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
Robert C. Schwenkel, Esq. Ben I. Adler, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP Goldman, Sachs & Co.
One New York Plaza One New York Plaza
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 20, 2004
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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 |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* 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 ("Act") 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).
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 2 of 46
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
7 SOLE VOTING POWER
NUMBER OF
38,668
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,206,176
9 SOLE DISPOSITIVE POWER
EACH
38,668
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,206,176
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,244,844*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%**
14 TYPE OF REPORTING PERSON
HC-CO
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by The Goldman Sachs
Group, Inc. ("GS Group") which are issuable upon (i) the conversion of
shares of Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share and (ii) the exercise of options granted by the Company which are
currently exercisable and held for the benefit of GS Group.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Group. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS Group. This percentage would equal 24.6% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 3 of 46
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, WC
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,206,176
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,206,176
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,206,176*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%**
14 TYPE OF REPORTING PERSON
BD-PN-IA
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Goldman, Sachs &
Co. ("Goldman Sachs") which are issuable upon the conversion of shares of
Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than Goldman Sachs. Accordingly,
such calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than Goldman Sachs. This percentage would equal 24.6% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 4 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 17,242,243
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 17,242,243
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,242,243*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.6%**
14 TYPE OF REPORTING PERSON
OO
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Advisors 2000,
L.L.C. ("GS Advisors") which are issuable upon the conversion of shares of
Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Advisors. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS Advisors. This percentage would equal 19.1% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 5 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 528,610
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 528,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,610*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%**
14 TYPE OF REPORTING PERSON
PN
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Goldman, Sachs &
Co. oHG ("GS oHG") which are issuable upon the conversion of shares of
Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS oHG. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS oHG. This percentage would equal 0.6% if it were calculated
by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 6 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 528,610
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 528,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,610*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%**
14 TYPE OF REPORTING PERSON
CO
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Goldman, Sachs
Management GP GmbH ("GS GmbH") which are issuable upon the conversion of
shares of Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS GmbH. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS GmbH. This percentage would equal 0.6% if it were calculated
by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 7 of 46
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Employee Funds 2000 GP, 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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,018,274
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,018,274
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,018,274*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%**
14 TYPE OF REPORTING PERSON
OO
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Employee Funds
2000 GP, L.L.C. ("GS Employee 2000") which are issuable upon the conversion
of shares of Series A Convertible Preferred Stock of the Company and Series
B Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Employee 2000. Accordingly,
such calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS Employee 2000. This percentage would equal 4.5% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 8 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 416,949
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 416,949
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,949*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%**
14 TYPE OF REPORTING PERSON
OO
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Stone Street
2000, L.L.C. ("Stone 2000") which are issuable upon the conversion of
shares of Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than Stone 2000. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than Stone 2000. This percentage would equal 0.5% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 9 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,646,857
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,646,857
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,646,857*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%**
14 TYPE OF REPORTING PERSON
PN
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Capital
Partners 2000, L.P. ("GS Capital") which are issuable upon the conversion
of shares of Series A Convertible Preferred Stock of the Company and Series
B Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Capital. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS Capital. This percentage would equal 14.0% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 10 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,595,386
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,595,386
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,595,386*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%**
14 TYPE OF REPORTING PERSON
PN
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Capital
Partners 2000 Offshore, L.P. ("GS Offshore") which are issuable upon the
conversion of shares of Series A Convertible Preferred Stock of the Company
and Series B Convertible Preferred Stock of the Company at a conversion
price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Offshore. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS Offshore. This percentage would equal 5.1% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 11 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 528,610
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 528,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,610*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%**
14 TYPE OF REPORTING PERSON
PN
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Capital
Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany") which are issuable
upon the conversion of shares of Series A Convertible Preferred Stock of
the Company and Series B Convertible Preferred Stock of the Company at a
conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Germany. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS Germany. This percentage would equal 0.6% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 12 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,018,274
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,018,274
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,018,274*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%**
14 TYPE OF REPORTING PERSON
PN
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Capital
Partners 2000 Employee Fund, L.P. ("GS Employee") which are issuable upon
the conversion of shares of Series A Convertible Preferred Stock of the
Company and Series B Convertible Preferred Stock of the Company at a
conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Employee. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than GS Employee. This percentage would equal 4.5% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 13 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 416,949
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 416,949
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,949*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%**
14 TYPE OF REPORTING PERSON
PN
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Stone Street Fund
2000, L.P. ("Stone Street") which are issuable upon the conversion of
shares of Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than Stone Street. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than Stone Street. This percentage would equal 0.5% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 14 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 67,533.5
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 67,533.5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,533.57
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%*
14 TYPE OF REPORTING PERSON
CO
* This percentage is calculated in accordance with Rule 13d-3(d)(1) of
the Securities Exchange Act of 1934, as amended, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than LXH Holdings Corp. Accordingly,
such calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than LXH Holdings Corp. This percentage would be less than 0.1% if it
were calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 15 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 78,510.2
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 78,510.2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,510.2
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%*
14 TYPE OF REPORTING PERSON
PN
* This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than LXH Holdings, L.P. Accordingly,
such calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than LXH Holdings, L.P. This percentage would be less than 0.1% if it
were calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 16 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,950,565
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,950,565
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,950,565
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%*
14 TYPE OF REPORTING PERSON
OO
* This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than LXH, L.L.C. Accordingly, such
calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than LXH, L.L.C. This percentage would equal 2.2% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 17 of 46
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,474,349
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,474,349
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,474,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%*
14 TYPE OF REPORTING PERSON
OO
* This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than LXH II, L.L.C. Accordingly,
such calculation does not include any shares of common stock of the Company
issuable upon (i) the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company or (ii) the exercise of options granted by the Company which
are currently exercisable or that become exercisable within 60 days, in the
case of each of (i) and (ii), which are beneficially owned by any person
other than LXH II, L.L.C. This percentage would equal 1.6% if it were
calculated by including such securities in such calculation.
This Amendment No. 4, 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 GP, 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 "Original
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 Original Purchasers, collectively, the "Filing Persons"), amends
and supplements the Schedule 13D filed by the Filing Persons with the
Securities and Exchange Commission (the "SEC") on December 28, 2000 (as
amended by Amendment No. 1 filed on December 20, 2002, Amendment No. 2
filed on March 21, 2003 and Amendment No. 3 filed on November 30, 2004, the
"Schedule 13D"), relating to the common stock, par value $0.01 per share
(the "Common Stock"), of Hexcel Corporation, a Delaware corporation (the
"Company"). Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Schedule 13D.(1)
-----------------
(1) 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.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
Item 4 is hereby amended by adding the following immediately
before the final three paragraphs thereof:
Pursuant to an underwriting agreement, dated December 14, 2004
(the "Underwriting Agreement"), by and among the Company, the Original
Purchasers, the Other Purchasers (collectively with the Original
Purchasers, the "Selling Stockholders") and the representatives of the
several underwriters listed in Schedule I thereto (collectively, the
"Underwriters"), the Underwriters agreed to purchase from the Selling
Stockholders and the Selling Stockholders agreed to sell to the
Underwriters an aggregate of 21,000,000 shares of Common Stock (the
"December 2004 Sale"), which aggregate amount includes 11,100,086 shares
held by the Original Purchasers. In addition, pursuant to the Underwriting
Agreement, the Other Purchasers granted the Underwriters an option,
exercisable within 30 days after the date of the Underwriting Agreement, to
purchase an additional 3,149,998 shares of Common Stock from the Other
Purchasers at the same purchase price per share for the purpose of covering
over-allotments (the "Over-Allotment Option").
Pursuant to the final prospectus (the "Offering Prospectus")
filed by the Company on December 15, 2004 (the "Offering Prospectus Date")
pursuant to Rule 424(b) of the Securities Act, the public offering price in
the public offering of Common Stock by the Company was $14.00 per share and
the underwriting discount was $0.665 per share. Pursuant to the
Underwriting Agreement, the Underwriters agreed to purchase shares of
Common Stock in the December 2004 Sale and upon exercise of the
Over-Allotment Option at a price per share of $13.335 (which is net of
underwriting discounts and commissions). Accordingly, the Original
Purchasers sold an aggregate of 11,100,086 shares of Common Stock to the
Underwriters at a price per share of $13.335 (which is net of underwriting
discounts and commissions) for an aggregate amount of $148,019,646.80. The
Underwriting Agreement contains standard terms and conditions for a public
offering including customary representations and warranties and indemnity
provisions. The foregoing description of the Underwriting Agreement is not
intended to be complete and is qualified in its entirety by the complete
text of the Underwriting Agreement, the form of which is incorporated
herein by reference to Exhibit 1.1 of Amendment No. 2, filed on December
10, 2004, to the Company's Registration Statement on Form S-3 (No.
333-120744).
The December 2004 Sale was consummated on December 20, 2004.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
--------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of December 20, 2004, GS Group may be deemed to
beneficially own an aggregate of 22,244,844 shares of Common Stock,
consisting of: (i) 3,424,914 shares of Common Stock that are beneficially
owned by the Original Purchasers, as described below; (ii) (A) (I) 10,000
options granted to Mr. Mehra on December 19, 2000 pursuant to the Hexcel
Incentive Stock Plan, of which all of such options are currently
exercisable for 10,000 shares of Common Stock, (II) 2,000 options granted
to Mr. Mehra on May 10, 2001 pursuant to the Hexcel Incentive Stock Plan,
of which all of such options are currently exercisable for 2,000 shares of
Common Stock, (III) 8,000 options granted to Mr. Mehra on July 31, 2001
pursuant to the Hexcel Incentive Stock Plan, of which all of such options
are currently exercisable for 8,000 shares of Common Stock, (IV) 2,000
options granted to Mr. Mehra on May 9, 2002 pursuant to the Hexcel
Incentive Stock Plan, of which all of such options are currently
exercisable for 2,000 shares of Common Stock, (V) 2,000 options granted to
Mr. Mehra on May 22, 2003 pursuant to the Hexcel Incentive Stock Plan, of
which two-thirds of such options are currently exercisable for 1,334 shares
of Common Stock and the remaining one-third of such options will vest and
become exercisable on May 22, 2005, and (VI) 1,590 restricted stock units
granted to Mr. Mehra on November 16, 2004 pursuant to the Hexcel Incentive
Stock Plan, of which one-third of such restricted stock units vested on the
date of grant, an additional one-third of such restricted stock units will
vest on November 16, 2005, the remaining one-third of such restricted stock
units will vest on November 16, 2006 and all of such restricted stock units
will convert into an equal number of shares of Common Stock on November 16,
2006 (Sanjeev K. Mehra has an understanding with GS Group pursuant to which
he holds the options and restricted stock units described above in (A)(I)
through (A)(VI) for the benefit of GS Group), and (B) (I) 10,000 options
granted to Mr. Sacerdote on December 19, 2000 pursuant to the Hexcel
Incentive Stock Plan, of which all of such options are currently
exercisable for 10,000 shares of Common Stock, (II) 2,000 options granted
to Mr. Sacerdote on May 10, 2001 pursuant to Hexcel Incentive Stock Plan,
of which all of such options are currently exercisable for 2,000 shares of
Common Stock, (III) 2,000 options granted to Mr. Sacerdote on May 9, 2002
pursuant to the Hexcel Incentive Stock Plan, of which all of such options
are currently exercisable for 2,000 shares of Common Stock, (IV) 2,000
options granted to Mr. Sacerdote on May 22, 2003 pursuant to the Hexcel
Incentive Stock Plan, of which two-thirds of such options are currently
exercisable for 1,334 shares of Common Stock and the remaining one-third of
such options will vest and become exercisable on May 22, 2005, and (V)
1,590 restricted stock units granted to Mr. Sacerdote on November 16, 2004
pursuant to the Hexcel Incentive Stock Plan, of which one-third of such
restricted stock units vested on the date of grant, an additional one-third
of such restricted stock units will vest on November 16, 2005, the
remaining one-third of such restricted stock units will vest on November
16, 2006 and all of such restricted stock units will convert into an equal
number of shares of Common Stock on November 16, 2006 (Peter M. Sacerdote
has an understanding with GS Group pursuant to which he holds the options
and restricted stock units described above in (B)(I) through (B)(V) for the
benefit of GS Group); (iii) 47,125 shares of Series A Preferred Stock that
are beneficially owned by the Limited Partnerships, as described below, and
that are convertible into 15,708,332 shares of Common Stock; (iv) 47,125
shares of Series B Preferred Stock that are beneficially owned by the
Limited Partnerships, as described below, and that are convertible into
3,072,830 shares of Common Stock; and (v) 100 shares of Common Stock
acquired by Goldman Sachs in ordinary course trading activities. The shares
of Common Stock that may be deemed to be beneficially owned by GS Group
represent approximately 32.2% of the outstanding shares of Common Stock as
of December 20, 2004, based on there being 50,280,994 shares of Common
Stock outstanding as of such date as disclosed by the Company in the
Offering Prospectus. The foregoing percentage was calculated in accordance
with Rule 13d-3(d)(1) of the Exchange Act, which specifically excludes from
such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Group. Accordingly, such
calculation does not include (i) the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock and Series B Preferred
Stock and (ii) the shares of Common Stock issuable upon exercise of
currently exercisable options or options that become exercisable within 60
days, in the case of each of (i) and (ii), which are beneficially owned by
any person other than GS Group. All outstanding shares of Series A
Preferred Stock and Series B Preferred Stock are entitled to vote, on an
as-converted basis, on all matters put to a vote or consent of the holders
of Common Stock. Therefore, in any such vote or consent, as of December 20,
2004, GS Group will have the power to vote shares representing
approximately 24.6% of the total number of votes that may be cast on any
such matter.
As of December 20, 2004, Goldman Sachs may be deemed to
beneficially own an aggregate of 22,206,176 shares of Common Stock,
consisting of: (i) 3,424,914 shares of Common Stock that are beneficially
owned by the Original Purchasers, as described below; (ii) 47,125 shares of
Series A Preferred Stock that are beneficially owned by the Limited
Partnerships, as described below, and that are convertible into 15,708,332
shares of Common Stock; (iii) 47,125 shares of Series B Preferred Stock
that are beneficially owned by the Limited Partnerships, as described
below, and that are convertible into 3,072,830 shares of Common Stock; and
(iv) 100 shares of Common Stock acquired by Goldman Sachs in ordinary
course trading activities. The shares of Common Stock that may be deemed to
be beneficially owned by Goldman Sachs represent approximately 32.2% of the
outstanding shares of Common Stock as of December 20, 2004, based on there
being 50,280,994 shares of Common Stock outstanding as of such date as
disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than Goldman Sachs. Accordingly, such calculation does not include
(i) the shares of Common Stock issuable upon conversion of shares of Series
A Preferred Stock and Series B Preferred Stock and (ii) the shares of
Common Stock issuable upon exercise of currently exercisable options or
options that become exercisable within 60 days, in the case of each of (i)
and (ii), which are beneficially owned by any person other than Goldman
Sachs. All outstanding shares of Series A Preferred Stock and Series B
Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of December 20, 2004, Goldman Sachs will
have the power to vote shares representing approximately 24.6% of the total
number of votes that may be cast on any such matter.
GS Group and Goldman Sachs disclaim beneficial ownership of the
shares of Common Stock beneficially owned by the Original 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 securities
beneficially owned by the investment banking division of GS Group and its
subsidiaries and affiliates (the "Investment Banking Division"). This
filing does not reflect securities, if any, beneficially owned by any other
operating unit of GS Group and its subsidiaries and affiliates. The
Investment Banking Division disclaims beneficial ownership of securities,
if any, beneficially owned by (i) any client accounts with respect to which
the Investment Banking Division or its employees have voting or investment
discretion, or both, and (ii) certain investment entities, of which the
Investment Banking Division is the general partner, managing general
partner or other manager, to the extent interests in such entities are held
by persons other than the Investment Banking Division.
As of December 20, 2004, GS Advisors may be deemed to
beneficially own an aggregate of 17,242,243 shares of Common Stock,
consisting of: (i) 2,659,326 shares of Common Stock, of which 1,950,565
shares may be deemed to be beneficially owned by GS Capital and 708,761
shares may be deemed to be beneficially owned by GS Offshore, as described
below; (ii) 36,590.916 shares of Series A Preferred Stock, of which
26,838.74 shares are beneficially owned by GS Capital and 9,752.176 shares
are beneficially owned by GS Offshore, as described below, and that are
convertible into 12,196,971 shares of Common Stock; and (iii) 36,590.916
shares of Series B Preferred Stock, of which 26,838.74 shares are
beneficially owned by GS Capital and 9,752.176 shares are beneficially
owned by GS Offshore, as described below, and that are convertible into
2,385,946 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS Advisors represent approximately
26.6% of the outstanding shares of Common Stock as of December 20, 2004,
based on there being 50,280,994 shares of Common Stock outstanding as of
such date as disclosed by the Company in the Offering Prospectus. The
foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of
the Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS Advisors. Accordingly, such calculation does not include (i)
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than GS Advisors.
All outstanding shares of Series A Preferred Stock and Series B Preferred
Stock are entitled to vote, on an as-converted basis, on all matters put to
a vote or consent of the holders of Common Stock. Therefore, in any such
vote or consent, as of December 20, 2004, GS Advisors will have the power
to vote shares representing approximately 19.1% of the total number of
votes that may be cast on any such matter.
As of December 20, 2004, GS oHG may be deemed to beneficially own
an aggregate of 528,610 shares of Common Stock, consisting of: (i) 81,529
shares of Common Stock that may be deemed to be beneficially owned by GS
Germany; (ii) 1,121.799 shares of Series A Preferred Stock that are
beneficially owned by GS Germany and that are convertible into 373,933
shares of Common Stock; and (iii) 1,121.799 shares of Series B Preferred
Stock that are beneficially owned by GS Germany and that are convertible
into 73,148 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS oHG represent approximately 1.0% of
the outstanding shares of Common Stock as of December 20, 2004, based on
there being 50,280,994 shares of Common Stock outstanding as of such date
as disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS oHG. Accordingly, such calculation does not include (i) the
shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than GS oHG. All
outstanding shares of Series A Preferred Stock and Series B Preferred Stock
are entitled to vote, on an as-converted basis, on all matters put to a
vote or consent of the holders of Common Stock. Therefore, in any such vote
or consent, as of December 20, 2004, GS oHG will have the power to vote
shares representing approximately 0.6% of the total number of votes that
may be cast on any such matter.
As of December 20, 2004, GS GmbH may be deemed to beneficially
own an aggregate of 528,610 shares of Common Stock, consisting of: (i)
81,529 shares of Common Stock that may be deemed to be beneficially owned
by GS Germany; (ii) 1,121.799 shares of Series A Preferred Stock that are
beneficially owned by GS Germany and that are convertible into 373,933
shares of Common Stock; and (iii) 1,121.799 shares of Series B Preferred
Stock that are beneficially owned by GS Germany and that are convertible
into 73,148 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS GmbH represent approximately 1.0% of
the outstanding shares of Common Stock as of December 20, 2004, based on
there being 50,280,994 shares of Common Stock outstanding as of such date
as disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS GmbH. Accordingly, such calculation does not include (i) the
shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than GS GmbH. All
outstanding shares of Series A Preferred Stock and Series B Preferred Stock
are entitled to vote, on an as-converted basis, on all matters put to a
vote or consent of the holders of Common Stock. Therefore, in any such vote
or consent, as of December 20, 2004, GS GmbH will have the power to vote
shares representing approximately 0.6% of the total number of votes that
may be cast on any such matter.
As of December 20, 2004, GS Employee 2000 may be deemed to
beneficially own an aggregate of 4,018,274 shares of Common Stock,
consisting of: (i) 619,751 shares of Common Stock that may be deemed to be
beneficially owned by GS Employee; (ii) 8,527.45 shares of Series A
Preferred Stock that are beneficially owned by GS Employee and that are
convertible into 2,842,483 shares of Common Stock; and (iii) 8,527.45
shares of Series B Preferred Stock that are beneficially owned by GS
Employee and that are convertible into 556,040 shares of Common Stock. The
shares of Common Stock that may be deemed to be beneficially owned by GS
Employee 2000 represent approximately 7.5% of the outstanding shares of
Common Stock as of December 20, 2004, based on there being 50,280,994
shares of Common Stock outstanding as of such date as disclosed by the
Company in the Offering Prospectus. The foregoing percentage was calculated
in accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Employee 2000. Accordingly,
such calculation does not include (i) the shares of Common Stock issuable
upon conversion of shares of Series A Preferred Stock and Series B
Preferred Stock and (ii) the shares of Common Stock issuable upon exercise
of currently exercisable options or options that become exercisable within
60 days, in the case of each of (i) and (ii), which are beneficially owned
by any person other than GS Employee 2000. All outstanding shares of Series
A Preferred Stock and Series B Preferred Stock are entitled to vote, on an
as-converted basis, on all matters put to a vote or consent of the holders
of Common Stock. Therefore, in any such vote or consent, as of December 20,
2004, GS Employee 2000 will have the power to vote shares representing
approximately 4.5% of the total number of votes that may be cast on any
such matter.
As of December 20, 2004, Stone 2000 may be deemed to beneficially
own an aggregate of 416,949 shares of Common Stock, consisting of: (i)
64,308 shares of Common Stock that may be deemed to be beneficially owned
by Stone Street; (ii) 884.835 shares of Series A Preferred Stock that are
beneficially owned by Stone Street and that are convertible into 294,945
shares of Common Stock; and (iii) 884.835 shares of Series B Preferred
Stock that are beneficially owned by Stone Street and that are convertible
into 57,696 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by Stone 2000 represent approximately 0.8%
of the outstanding shares of Common Stock as of December 20, 2004, based on
there being 50,280,994 shares of Common Stock outstanding as of such date
as disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than Stone 2000. Accordingly, such calculation does not include (i)
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than Stone 2000. All
outstanding shares of Series A Preferred Stock and Series B Preferred Stock
are entitled to vote, on an as-converted basis, on all matters put to a
vote or consent of the holders of Common Stock. Therefore, in any such vote
or consent, as of December 20, 2004, GS Stone 2000 will have the power to
vote shares representing approximately 0.5% of the total number of votes
that may be cast on any such matter.
As of December 20, 2004, GS Capital may be deemed to beneficially
own an aggregate of 12,646,857 shares of Common Stock, consisting of: (i)
1,950,565 shares of Common Stock that are beneficially owned by LXH; (ii)
26,838.74 shares of Series A Preferred Stock that are beneficially owned by
GS Capital and that are convertible into 8,946,246 shares of Common Stock;
and (iii) 26,838.74 shares of Series B Preferred Stock that are
beneficially owned by GS Capital and that are convertible into 1,750,046
shares of Common Stock. The shares of Common Stock that may be deemed to be
beneficially owned by GS Capital represent approximately 20.7% of the
outstanding shares of Common Stock as of December 20, 2004, based on there
being 50,280,994 shares of Common Stock outstanding as of such date as
disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS Capital. Accordingly, such calculation does not include (i)
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than GS Capital. All
outstanding shares of Series A Preferred Stock and Series B Preferred Stock
are entitled to vote, on an as-converted basis, on all matters put to a
vote or consent of the holders of Common Stock. Therefore, in any such vote
or consent, as of December 20, 2004, GS Capital will have the power to vote
shares representing approximately 14.0% of the total number of votes that
may be cast on any such matter.
As of December 20, 2004, GS Offshore may be deemed to
beneficially own an aggregate of 4,595,386 shares of Common Stock,
consisting of: (i) 708,761 shares of Common Stock that are beneficially
owned by LXH II; (ii) 9,752.176 shares of Series A Preferred Stock that are
beneficially owned by GS Offshore and that are convertible into 3,250,725
shares of Common Stock; and (iii) 9,752.176 shares of Series B Preferred
Stock that are beneficially owned by GS Offshore and that are convertible
into 635,900 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS Offshore represent approximately 8.5%
of the outstanding shares of Common Stock as of December 20, 2004, based on
there being 50,280,994 shares of Common Stock outstanding as of such date
as disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS Offshore. Accordingly, such calculation does not include (i)
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than GS Offshore.
All outstanding shares of Series A Preferred Stock and Series B Preferred
Stock are entitled to vote, on an as-converted basis, on all matters put to
a vote or consent of the holders of Common Stock. Therefore, in any such
vote or consent, as of December 20, 2004, GS Offshore will have the power
to vote shares representing approximately 5.1% of the total number of votes
that may be cast on any such matter.
As of December 20, 2004, GS Germany may be deemed to beneficially
own an aggregate of 528,610 shares of Common Stock, consisting of: (i)
81,529 shares of Common Stock that are beneficially owned by LXH II; (ii)
1,121.799 shares of Series A Preferred Stock that are beneficially owned by
GS Germany and that are convertible into 373,933 shares of Common Stock;
and (iii) 1,121.799 shares of Series B Preferred Stock that are
beneficially owned by GS Germany and that are convertible into 73,148
shares of Common Stock. The shares of Common Stock that may be deemed to be
beneficially owned by GS Germany represent approximately 1.0% of the
outstanding shares of Common Stock as of December 20, 2004, based on there
being 50,280,994 shares of Common Stock outstanding as of such date as
disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS Germany. Accordingly, such calculation does not include (i)
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than GS Germany. All
outstanding shares of Series A Preferred Stock and Series B Preferred Stock
are entitled to vote, on an as-converted basis, on all matters put to a
vote or consent of the holders of Common Stock. Therefore, in any such vote
or consent, as of December 20, 2004, GS Germany will have the power to vote
shares representing approximately 0.6% of the total number of votes that
may be cast on any such matter.
As of December 20, 2004, GS Employee may be deemed to
beneficially own an aggregate of 4,018,274 shares of Common Stock,
consisting of: (i) 619,751 shares of Common Stock that are beneficially
owned by LXH II; (ii) 8,527.45 shares of Series A Preferred Stock that are
beneficially owned by GS Employee and that are convertible into 2,842,483
shares of Common Stock; and (iii) 8,527.45 shares of Series B Preferred
Stock that are beneficially owned by GS Employee and that are convertible
into 556,040 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS Employee represent approximately 7.5%
of the outstanding shares of Common Stock as of December 20, 2004, based on
there being 50,280,994 shares of Common Stock outstanding as of such date
as disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS Employee. Accordingly, such calculation does not include (i)
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than GS Employee.
All outstanding shares of Series A Preferred Stock and Series B Preferred
Stock are entitled to vote, on an as-converted basis, on all matters put to
a vote or consent of the holders of Common Stock. Therefore, in any such
vote or consent, as of December 20, 2004, GS Employee will have the power
to vote shares representing approximately 4.5% of the total number of votes
that may be cast on any such matter.
As of December 20, 2004, Stone Street may be deemed to
beneficially own an aggregate of 416,949 shares of Common Stock, consisting
of: (i) 64,308 shares of Common Stock that are beneficially owned by LXH
II; (ii) 884.835 shares of Series A Preferred Stock that are beneficially
owned by Stone Street and that are convertible into 294,945 shares of
Common Stock; and (iii) 884.835 shares of Series B Preferred Stock that are
beneficially owned by Stone Street and that are convertible into 57,696
shares of Common Stock. The shares of Common Stock that may be deemed to be
beneficially owned by Stone Street represent approximately 0.8% of the
outstanding shares of Common Stock as of December 20, 2004, based on there
being 50,280,994 shares of Common Stock outstanding as of such date as
disclosed by the Company in the Offering Prospectus. The foregoing
percentage was calculated in accordance with Rule 13d-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than Stone Street. Accordingly, such calculation does not include (i)
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock and (ii) the shares of Common
Stock issuable upon exercise of currently exercisable options or options
that become exercisable within 60 days, in the case of each of (i) and
(ii), which are beneficially owned by any person other than Stone Street.
All outstanding shares of Series A Preferred Stock and Series B Preferred
Stock are entitled to vote, on an as-converted basis, on all matters put to
a vote or consent of the holders of Common Stock. Therefore, in any such
vote or consent, as of December 20, 2004, Stone Street will have the power
to vote shares representing approximately 0.5% of the total number of votes
that may be cast on any such matter.
As of December 20, 2004, LXH Corp. may be deemed to beneficially
own 67,533.5 shares of Common Stock, that also may be deemed to be
beneficially owned by LXH, LXH L.P. and GS Capital. The shares of Common
Stock that may be deemed to be beneficially owned by LXH Corp. represent
approximately 0.1% of the outstanding shares of Common Stock as of December
20, 2004, based on there being 50,280,994 shares of Common Stock
outstanding as of such date as disclosed by the Company in the Offering
Prospectus. All outstanding shares of Series A Preferred Stock and Series B
Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of December 20, 2004, LXH Corp. will have
the power to vote shares representing less than 0.1% of the total number of
votes that may be cast on any such matter.
As of December 20, 2004, LXH L.P. may be deemed to beneficially
own 78,510.2 shares of Common Stock, that also may be deemed to be
beneficially owned by LXH and GS Capital. The shares of Common Stock that
may be deemed to be beneficially owned by LXH L.P. represent approximately
0.2% of the outstanding shares of Common Stock as of December 20, 2004,
based on there being 50,280,994 shares of Common Stock outstanding as of
such date as disclosed by the Company in the Offering Prospectus. All
outstanding shares of Series A Preferred Stock and Series B Preferred Stock
are entitled to vote, on an as-converted basis, on all matters put to a
vote or consent of the holders of Common Stock. Therefore, in any such vote
or consent, as of December 20, 2004, LXH L.P. will have the power to vote
shares representing less than 0.1% of the total number of votes that may be
cast on any such matter.
As of December 20, 2004, LXH beneficially owns 1,950,565 shares
of Common Stock. The shares of Common Stock beneficially owned by LXH
represent approximately 3.9% of the outstanding shares of Common Stock as
of December 20, 2004, based on there being 50,280,994 shares of Common
Stock outstanding as of such date as disclosed by the Company in the
Offering Prospectus. All outstanding shares of Series A Preferred Stock and
Series B Preferred Stock are entitled to vote, on an as-converted basis, on
all matters put to a vote or consent of the holders of Common Stock.
Therefore, in any such vote or consent, as of December 20, 2004, LXH will
have the power to vote shares representing approximately 2.2% of the total
number of votes that may be cast on any such matter.
As of December 20, 2004, LXH II beneficially owns 1,474,349
shares of Common Stock. The shares of Common Stock beneficially owned by
LXH II represent approximately 2.9% of the outstanding shares of Common
Stock as of December 20, 2004, based on there being 50,280,994 shares of
Common Stock outstanding as of such date as disclosed by the Company in the
Offering Prospectus. All outstanding shares of Series A Preferred Stock and
Series B Preferred Stock are entitled to vote, on an as-converted basis, on
all matters put to a vote or consent of the holders of Common Stock.
Therefore, in any such vote or consent, as of December 20, 2004, LXH II
will have the power to vote shares representing approximately 1.6% of the
total number of votes that may be cast on any such matter.
None of the Filing Persons or, to their knowledge, the persons
listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i or II-D-i
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 or II-D-i hereto, since the most recent filng on Schedule 13D by the
Filing Persons relating to the Common Stock.
(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 beneficially owned by
any Filing Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
---------------------------------------------------------
Item 6 is hereby amended by adding the following immediately before the
ultimate paragraph thereof:
Lock-Up Agreement. In connection with the December 2004 Sale, on
December 3, 2004, the Original Purchasers and the Limited Partnerships
agreed not to offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose of any shares of Common
Stock, or any options or warrants to purchase any shares of Common Stock,
or any securities convertible into, exchangeable for or that represent the
right to receive shares of Common Stock, whether owned at the time of such
agreement or acquired thereafter, owned directly by such person (including
holding as a custodian) or with respect to which such person has beneficial
ownership within the rules and regulations of the SEC during the period
beginning from December 3, 2004 and continuing to and including the date
that is 90 days after the Offering Prospectus Date, without the prior
written consent of the representatives of the Underwriters (the "Lock-Up
Agreement"). The foregoing description of the Lock-Up Agreement is not
intended to be complete and is qualified in its entirety by the complete
text of the Lock-Up Agreement, a copy of which is filed as Exhibit 47
hereto.
On December 8, 2004, the Original Purchasers repaid the Notes in
full and, in connection therewith, the security interest granted by each of
the Original Purchasers to Ciba SCC pursuant to the Pledge Agreements
automatically terminated and Ciba SCC returned the Collateral to the
Original Purchasers.
The responses set forth in Item 4 of this Amendment No. 4 to the
Schedule 13D are incorporated herein by reference in their entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
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 January 6, 2003, relating to The
Goldman Sachs Group, Inc.*
Exhibit 11 Power of Attorney, dated as of January 6, 2003, relating to
Goldman, Sachs & Co.*
Exhibit 12 Power of Attorney, dated as of March 19, 2003, 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 March 19, 2003, relating to
Goldman, Sachs Management GP GmbH.*
Exhibit 15 Power of Attorney, dated as of February 24, 2003, relating to
GS Employee Funds 2000 GP, L.L.C.*
Exhibit 16 Power of Attorney, dated as of March 19, 2003, relating to
Stone Street 2000, L.L.C.*
Exhibit 17 Power of Attorney, dated as of March 19, 2003, relating to GS
Capital Partners 2000, L.P.*
Exhibit 18 Power of Attorney, dated as of March 19, 2003, relating to GS
Capital Partners 2000 Offshore, L.P.*
Exhibit 19 Power of Attorney, dated as of March 19, 2003, relating to GS
Capital Partners 2000 GmbH & Co. Beteiligungs KG.*
Exhibit 20 Power of Attorney, dated as of March 19, 2003, relating to GS
Capital Partners 2000 Employee Fund, L.P.*
Exhibit 21 Power of Attorney, dated as of March 19, 2003, relating to
Stone Street Fund 2000, L.P.*
Exhibit 22 Power of Attorney, dated as of March 19, 2003, relating to LXH
Holdings Corp.*
Exhibit 23 Power of Attorney, dated as of March 19, 2003, relating to LXH
Holdings, L.P.*
Exhibit 24 Power of Attorney, dated as of March 19, 2003, relating to LXH,
L.L.C.*
Exhibit 25 Power of Attorney, dated as of March 19, 2003, relating to LXH
II, L.L.C.*
Exhibit 26 Stock Purchase Agreement, dated as of December 18, 2002, by and
among the Company and the Limited Partnerships.*
Exhibit 27 Form of Amended and Restated Governance Agreement, among the
Original Purchasers, the Limited Partnerships and the Company.*
Exhibit 28 Form of Amended and Restated Registration Rights Agreement,
among the Company, the Original Purchasers and the Limited
Partnerships.*
Exhibit 29 Form of Certificate of Designations of Series A Preferred
Stock.*
Exhibit 30 Form of Certificate of Designations of Series B Preferred
Stock.*
Exhibit 31 Power of Attorney, dated as of December 12, 2003, relating to
The Goldman Sachs Group, Inc.*
Exhibit 32 Power of Attorney, dated as of November 19, 2003, relating to
Goldman, Sachs & Co.*
Exhibit 33 Power of Attorney, dated as of August 19, 2004, relating to GS
Advisors 2000, L.L.C.*
Exhibit 34 Power of Attorney, dated as of August 5, 2004, relating to
Goldman, Sachs & Co. oHG.*
Exhibit 35 Power of Attorney, dated as of August 19, 2004, relating to
Goldman, Sachs Management GP GmbH.*
Exhibit 36 Power of Attorney, dated as of August 19, 2004, relating to GS
Employee Funds 2000 GP, L.L.C.*
Exhibit 37 Power of Attorney, dated as of August 23, 2004, relating to
Stone Street 2000, L.L.C.*
Exhibit 38 Power of Attorney, dated as of August 19, 2004, relating to GS
Capital Partners 2000, L.P.*
Exhibit 39 Power of Attorney, dated as of August 19, 2004, relating to GS
Capital Partners 2000 Offshore, L.P.*
Exhibit 40 Power of Attorney, dated as of August 19, 2004, relating to GS
Capital Partners 2000 GmbH & Co. Beteiligungs KG.*
Exhibit 41 Power of Attorney, dated as of August 19, 2004, relating to GS
Capital Partners 2000 Employee Fund, L.P.*
Exhibit 42 Power of Attorney, dated as of August 23, 2004, relating to
Stone Street Fund 2000, L.P.*
Exhibit 43 Power of Attorney, dated as of August 19, 2004, relating to LXH
Holdings Corp.*
Exhibit 44 Power of Attorney, dated as of August 19, 2004, relating to LXH
Holdings, L.P.*
Exhibit 45 Power of Attorney, dated as of August 19, 2004, relating to
LXH, L.L.C.*
Exhibit 46 Power of Attorney, dated as of August 19, 2004, relating to LXH
II, L.L.C.*
Exhibit 47 Lock-Up Agreement, dated December 3, 2004, by LXH, L.L.C., LXH
II, L.L.C., GS Capital Partners 2000, L.P., GS Capital Partners
2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co.
Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P.
and Stone Street Fund 2000, L.P.
________
* Previously filed.
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 21, 2004
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GS ADVISORS 2000, L.L.C.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. OHG
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS Management GP GMBH
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 GMBH & CO.
BETEILIGUNGS KG
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND,
L.P.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH HOLDINGS CORP.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH HOLDINGS, L.P.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH, L.L.C.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH II, L.L.C.
By: /s/ Ted Chang
----------------------------------
Name: Ted Chang
Title: Attorney-in-fact
SCHEDULE II-A-i
Schedule II-A-i is hereby amended and restated in its entirety as follows:
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 is
c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except
as follows: The business address of Richard S. Sharp, Hughes B. Lepic,
Robert R. Gheewalla, Bjorn P. Killmer, Benoit Valentin and Ulrika Werdelin
is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555
California Street, 45th Floor, San Francisco, CA 94104. The business
address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606.
All executive officers listed below are United States citizens, except
as follows: Richard S. Sharp is a citizen of the United Kingdom. Sanjeev K.
Mehra is a citizen of India. Hughes B. Lepic and Benoit Valentin are
citizens of France. Bjorn P. Killmer is a citizen of Germany. Ulrika
Werdelin is a citizen of Sweden.
Name Position Present Principal Occupation
-------------------------------------------------------------------------------
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.
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 Managing Director of Goldman, Sachs &
Secretary Co.
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs &
Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs &
Co.
Steven M. Bunson Assistant Managing Director of Goldman, Sachs &
Secretary Co.
Elizabeth C. Treasurer Managing Director of Goldman, Sachs &
Fascitelli Co.
David J. Greenwald Assistant Managing Director of Goldman, Sachs &
Secretary Co.
David M. Weil Assistant Managing Director of Goldman, Sachs &
Treasurer Co.
Hughes B. Lepic Vice President Managing Director of Goldman Sachs
International
Russell E. Makowsky Assistant Managing Director of Goldman, Sachs &
Secretary Co.
Sarah G. Smith Assistant Managing Director of Goldman, Sachs &
Treasurer Co.
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs &
Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs
International
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs &
Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs &
Co.
Ben I. Adler Vice President Managing Director of Goldman, Sachs &
Co.
Melina E. Higgins Vice President Managing Director of Goldman, Sachs &
Co.
Adrian M. Jones Vice President Managing Director of Goldman, Sachs &
Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs &
Secretary Co.
Beverly L. O'Toole Assistant Vice President of Goldman, Sachs & Co.
Secretary
Matthew E. Tropp Assistant Associate General Counsel of Goldman,
Secretary Sachs & Co.
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Executive Director of Goldman Sachs
(Asia) L.L.C.
Ulrika Werdelin Vice President Executive Director of Goldman Sachs
International
Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs &
Co.
Stuart A. Katz Vice President Managing Director of Goldman Sachs
& Co.
Bjorn P. Killmer Vice President Managing Director of Goldman Sachs
International
Benoit Valentin Vice President Managing Director of Goldman Sachs
International
-------------------------------------------------------------------------------
SCHEDULE II-C-i
Schedule II-C-i is hereby amended and restated in its entirety as follows:
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 the executive officers listed below is
c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except
as follows: The business address of Richard S. Sharp, Hughes B. Lepic,
Robert R. Gheewalla, Bjorn P. Killmer, Benoit Valentin and Ulrika Werdelin
is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555
California Street, 45th Floor, San Francisco, CA 94104. The business
address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606.
All executive officers listed below are United States citizens,
except as follows: Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra is a citizen of India. Hughes B. Lepic and Benoit Valentin
are citizens of France. Bjorn P. Killmer is a citizen of Germany. Ulrika
Werdelin is a citizen of Sweden.
Name Position Present Principal Occupation
-------------------------------------------------------------------------------
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.
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 Managing Director of Goldman, Sachs
President/Assistant & Co.
Secretary
Sanjeev K. Mehra Vice Managing Director of Goldman, Sachs
President/Treasurer & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs
& Co.
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs
& Co.
Elizabeth C. Vice President Managing Director of Goldman, Sachs
Fascitelli & Co.
David M. Weil Assistant Treasurer Managing Director of Goldman, Sachs
& Co.
David J. Greenwald Vice Managing Director of Goldman, Sachs
President/Assistant & 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.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs
International
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs
& Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs
& Co.
Ben I. Adler Vice President Managing Director of Goldman, Sachs
& Co.
Melina E. Higgins Vice President Managing Director of Goldman, Sachs
& Co.
John E. Bowman Vice President Vice President of Goldman, Sachs &
Co.
Raymond G. Matera Vice President Vice President of Goldman, Sachs &
Co.
Katherine B. Enquist Vice Managing Director of Goldman, Sachs
President/Secretary & Co.
Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs &
Co.
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs &
Co.
Matthew E. Tropp Assistant Secretary Associate General Counsel of
Goldman, Sachs & Co.
Mary Nee Vice President Executive Director of Goldman Sachs
(Asia) L.L.C.
Richard J. Stingi Vice President Vice President of Goldman, Sachs &
Co.
Ulrika Werdelin Vice President Executive Director of Goldman Sachs
International
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs
& Co.
Adrian M. Jones Vice President Managing Director of Goldman, Sachs
& Co.
Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs
& Co.
Stuart A. Katz Vice President Managing Director of Goldman Sachs
& Co.
Bjorn P. Killmer Vice President Managing Director of Goldman Sachs
International
Benoit Valentin Vice President Managing Director of Goldman Sachs
International
SCHEDULE II-D-i
Schedule II-D-i is hereby amended and restated in its entirety as follows:
The name, position and present principal occupation of each executive
officer of GS Employee Funds 2000 GP, 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 the executive officers listed below is
c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, except
as follows: The business address of Richard S. Sharp, Hughes B. Lepic,
Robert R. Gheewalla, Bjorn P. Killmer, Benoit Valentin and Ulrika Werdelin
is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555
California Street, 45th Floor, San Francisco, CA 94104. The business
address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL 60606.
All executive officers listed below are United States citizens, except
as follows: Richard S. Sharp is a citizen of the United Kingdom. Sanjeev K.
Mehra is a citizen of India. Hughes B. Lepic and Benoit Valentin are
citizens of France. Bjorn P. Killmer is a citizen of Germany. Ulrika
Werdelin is a citizen of Sweden.
Name Position Present Principal Occupation
-------------------------------------------------------------------------------
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.
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/ Managing Director of Goldman, Sachs
Assistant Secretary & Co.
Sanjeev K. Mehra Vice President/ Managing Director of Goldman, Sachs
Treasurer & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs
& Co.
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs
& Co.
Elizabeth C. Vice President Managing Director of Goldman, Sachs
Fascitelli & Co.
David J. Greenwald Vice President/ Managing Director of Goldman, Sachs
Assistant Secretary & Co.
David M. Weil 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.
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs
& Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs
International
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs
& Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs
& Co.
Ben I. Adler Vice President Managing Director of Goldman, Sachs
& Co.
Melina E. Higgins Vice President Managing Director of Goldman, Sachs
& Co.
Adrian M. Jones Vice President Managing Director of Goldman, Sachs
& Co.
John E. Bowman Vice President Vice President of Goldman, Sachs &
Co.
Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs
Secretary & Co.
Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs &
Co.
Raymond G. Matera Vice President Vice President of Goldman, Sachs &
Co.
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs &
Co.
Mary Nee Vice President Executive Director of Goldman Sachs
(Asia) L.L.C.
Matthew E. Tropp Assistant Secretary Associate General Counsel of
Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of Goldman, Sachs &
Co.
Ulrika Werdelin Vice President Executive Director of Goldman Sachs
International
Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs
& Co.
Stuart A. Katz Vice President Managing Director of Goldman Sachs
& Co.
Bjorn P. Killmer Vice President Managing Director of Goldman Sachs
International
Benoit Valentin Vice President Managing Director of Goldman Sachs
International