UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
428291 10 8
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(CUSIP Number)
Robert C. Schwenkel, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
Ben I. Adler, Esq.
Goldman, Sachs & Co.
One New York Plaza
New York, NY 10004
(212) 902-1000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
December 29, 2005
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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. 428291 10 8 Page 2 of 34
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
43,122
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 14,108,893
9 SOLE DISPOSITIVE POWER
EACH
43,122
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 14,108,893
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,152,015(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%(2)
14 TYPE OF REPORTING PERSON
HC-CO
(1) 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 the exercise of options
granted by the Company which are currently exercisable and held for the
benefit of GS Group.
(2) 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. The foregoing
percentage reflects the conversion by all holders of Series A Preferred
Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 3 of 34
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 14,108,893
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 14,108,893
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,108,893
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%(1)
14 TYPE OF REPORTING PERSON
BD-PN-IA
(1) 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 & Co. The
foregoing percentage reflects the conversion by all holders of Series A
Preferred Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 4 of 34
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 10,954,362
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 10,954,362
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,954,362
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%(1)
14 TYPE OF REPORTING PERSON
OO
(1) 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 2000, L.L.C. The
foregoing percentage reflects the conversion by all holders of Series A
Preferred Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 5 of 34
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 335,935
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 335,935
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,935
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%(1)
14 TYPE OF REPORTING PERSON
PN
(1) 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 & Co. oHG. The
foregoing percentage reflects the conversion by all holders of Series A
Preferred Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 6 of 34
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 335,935
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 335,935
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,935
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%(1)
14 TYPE OF REPORTING PERSON
CO
(1) 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 Management GP
GmbH. The foregoing percentage reflects the conversion by all holders of
Series A Preferred Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 7 of 34
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 2,552,830
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,552,830
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,552,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%(1)
14 TYPE OF REPORTING PERSON
OO
(1) 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 Funds 2000 GP,
L.L.C. The foregoing percentage reflects the conversion by all holders of
Series A Preferred Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 8 of 34
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 264,946
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 264,946
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,946
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%(1)
14 TYPE OF REPORTING PERSON
OO
(1) 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 2000, L.L.C. The
foregoing percentage reflects the conversion by all holders of Series A
Preferred Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 9 of 34
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 8,034,955
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,034,955
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,034,955
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%(1)
14 TYPE OF REPORTING PERSON
PN
(1) 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 Partners 2000, L.P.
The foregoing percentage reflects the conversion by all holders of Series A
Preferred Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 10 of 34
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 2,919,407
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,919,407
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,919,407
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%(1)
14 TYPE OF REPORTING PERSON
PN
(1) 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 Partners 2000
Offshore, L.P. The foregoing percentage reflects the conversion by all
holders of Series A Preferred Stock into shares of Common Stock on December
29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 11 of 34
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Capital Partners 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 335,935
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 335,935
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,935
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%(1)
14 TYPE OF REPORTING PERSON
PN
(1) 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 Partners 2000 GmbH &
Co. Beteiligungs KG. The foregoing percentage reflects the conversion by
all holders of Series A Preferred Stock into shares of Common Stock on
December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 12 of 34
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 2,552,830
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 2,552,830
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,552,830
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%(1)
14 TYPE OF REPORTING PERSON
PN
(1) 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 Partners 2000
Employee Fund, L.P. The foregoing percentage reflects the conversion by all
holders of Series A Preferred Stock into shares of Common Stock on December
29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 13 of 34
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 264,946
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 264,946
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,946
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%(1)
14 TYPE OF REPORTING PERSON
PN
(1) 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 Fund 2000, L.P.
The foregoing percentage reflects the conversion by all holders of Series A
Preferred Stock into shares of Common Stock on December 29, 2005.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 14 of 34
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 1.45
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1.45
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1.45
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 15 of 34
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 1.69
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1.69
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1.69
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 16 of 34
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 42
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 42
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 17 of 34
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 32
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 32
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 0.1%
14 TYPE OF REPORTING PERSON
OO
This Amendment No. 8, 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, Amendment No. 3 filed on November 30, 2004,
Amendment No. 4 filed on December 21, 2004, Amendment No. 5 filed on
December 27, 2004, Amendment No. 6 filed on July 15, 2005 and Amendment No.
7 filed on August 10, 2005, 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)
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 is hereby amended by adding the following immediately before
the final three paragraphs thereof:
On December 29, 2005, at the Company's request, the Limited
Partnerhips converted all Series A Preferred Stock held by them into an
aggregate of 14,107,999 shares of Common Stock. On December 29, 2005, the
Company announced that all holders of its Series A Preferred Stock elected
to convert all of their shares of Series A Preferred Stock into shares of
Common Stock.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of December 29, 2005, GS Group may be deemed to beneficially
own an aggregate of 14,152,015 shares of Common Stock, consisting of: (i)
74 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
--------
(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.
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 all of such options
are currently exercisable for 2,000 shares of Common Stock, (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 vested 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 such date as Mr. Mehra ceases to serve as a director of the
Company, and (VII) 1,503 restricted stock units granted to Mr. Mehra on
March 19, 2005 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 March 19,
2006, the remaining one-third of such restricted stock units will vest on
March 19, 2007 and all of such restricted stock units will convert into an
equal number of shares of Common Stock on such date as Mr. Mehra ceases to
serve as a director of the Company (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)(VII) 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 the
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 all of such
options are currently exercisable for 2,000 shares of Common Stock, (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 vested 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 such date as Mr. Sacerdote ceases to serve as a
director of the Company, and (VI) 1,503 restricted stock units granted to
Mr. Sacerdote on March 19, 2005 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 March 19, 2006, the remaining one-third of such restricted stock units
will vest on March 19, 2007 and all of such restricted stock units will
convert into an equal number of shares of Common Stock on such date as Mr.
Sacerdote ceases to serve as a director of the Company (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)(VI) for
the benefit of GS Group); (iii) 14,107,999 shares of Common Stock that are
beneficially owned by the Limited Partnerships, as described below; and
(iv) 820 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 15.3% of the
outstanding shares of Common Stock, based on there being 92,365,323 shares
of Common Stock outstanding as of December 27, 2005, which number of shares
outstanding was provided by the Company and reflects the conversion of
Series A Preferred Stock into shares of Common Stock described in Item 4.
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.
As of December 29, 2005, Goldman Sachs may be deemed to beneficially
own an aggregate of 14,108,893 shares of Common Stock, consisting of: (i)
74 shares of Common Stock that are beneficially owned by the Original
Purchasers, as described below; (ii) 14,107,999 shares of Common Stock that
are beneficially owned by the Limited Partnerships, as described below; and
(iii) 820 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 15.3% of the
outstanding shares of Common Stock, based on there being 92,365,323 shares
of Common Stock outstanding as of December 27, 2005, which number of shares
outstanding was provided by the Company and reflects the conversion of
Series A Preferred Stock into shares of Common Stock described in Item 4.
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.
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 29, 2005, GS Advisors may be deemed to beneficially own
an aggregate of 10,954,362 shares of Common Stock, consisting of: (i) 57
shares of Common Stock, of which 42 shares may be deemed to be beneficially
owned by GS Capital and 15 shares may be deemed to be beneficially owned by
GS Offshore, as described below; and (ii) 10,954,305 shares of Common
Stock, of which 8,034,913 shares are beneficially owned by GS Capital and
2,919,392 shares are beneficially owned by GS Offshore, as described below.
The shares of Common Stock that may be deemed to be beneficially owned by
GS Advisors represent approximately 11.9% of the outstanding shares of
Common Stock, based on there being 92,365,323 shares of Common Stock
outstanding as of December 27, 2005, which number of shares outstanding was
provided by the Company and reflects the conversion of Series A Preferred
Stock into shares of Common Stock described in Item 4. 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.
As of December 29, 2005, GS oHG may be deemed to beneficially own an
aggregate of 335,935 shares of Common Stock, consisting of: (i) 2 shares of
Common Stock that may be deemed to be beneficially owned by GS Germany; and
(ii) 335,933 shares of Common Stock that are beneficially owned by GS
Germany. The shares of Common Stock that may be deemed to be beneficially
owned by GS oHG represent approximately 0.4% of the outstanding shares of
Common Stock, based on there being 92,365,323 shares of Common Stock
outstanding as of December 27, 2005, which number of shares outstanding was
provided by the Company and reflects the conversion of Series A Preferred
Stock into shares of Common Stock described in Item 4. 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.
As of December 29, 2005, GS GmbH may be deemed to beneficially own an
aggregate of 335,935 shares of Common Stock, consisting of: (i) 2 shares of
Common Stock that may be deemed to be beneficially owned by GS Germany; and
(ii) 335,933 shares of Common Stock beneficially owned by GS Germany. The
shares of Common Stock that may be deemed to be beneficially owned by GS
GmbH represent approximately 0.4% of the outstanding shares of Common
Stock, based on there being 92,365,323 shares of Common Stock outstanding
as of December 27, 2005, which number of shares outstanding was provided by
the Company and reflects the conversion of Series A Preferred Stock into
shares of Common Stock described in Item 4. 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.
As of December 29, 2005, GS Employee 2000 may be deemed to
beneficially own an aggregate of 2,552,830 shares of Common Stock,
consisting of: (i) 14 shares of Common Stock that may be deemed to be
beneficially owned by GS Employee; and (ii) 2,552,816 shares of Common
Stock that are beneficially owned by GS Employee. The shares of Common
Stock that may be deemed to be beneficially owned by GS Employee 2000
represent approximately 2.8% of the outstanding shares of Common Stock,
based on there being 92,365,323 shares of Common Stock outstanding as of
December 27, 2005, which number of shares outstanding was provided by the
Company and reflects the conversion of Series A Preferred Stock into shares
of Common Stock described in Item 4. 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.
As of December 29, 2005, Stone 2000 may be deemed to beneficially own
an aggregate of 264,946 shares of Common Stock, consisting of: (i) 1 share
of Common Stock that may be deemed to be beneficially owned by Stone
Street; and (ii) 264,945 shares of Common Stock that are beneficially owned
by Stone Street. The shares of Common Stock that may be deemed to be
beneficially owned by Stone 2000 represent approximately 0.3% of the
outstanding shares of Common Stock, based on there being 92,365,323 shares
of Common Stock outstanding as of December 27, 2005, which number of shares
outstanding was provided by the Company and reflects the conversion of
Series A Preferred Stock into shares of Common Stock described in Item 4.
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.
As of December 29, 2005, GS Capital may be deemed to beneficially own
an aggregate of 8,034,955 shares of Common Stock, consisting of: (i) 42
shares of Common Stock that are beneficially owned by LXH; and (ii)
8,034,913 shares of Common Stock that are beneficially owned by GS Capital.
The shares of Common Stock that may be deemed to be beneficially owned by
GS Capital represent approximately 8.7% of the outstanding shares of Common
Stock, based on there being 92,365,323 shares of Common Stock outstanding
as of December 27, 2005, which number of shares outstanding was provided by
the Company and reflects the conversion of Series A Preferred Stock into
shares of Common Stock described in Item 4. 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.
As of December 29, 2005, GS Offshore may be deemed to beneficially own
an aggregate of 2,919,407 shares of Common Stock, consisting of: (i) 15
shares of Common Stock that are beneficially owned by LXH II; and (ii)
2,919,392 shares of Common Stock that are beneficially owned by GS
Offshore. The shares of Common Stock that may be deemed to be beneficially
owned by GS Offshore represent approximately 3.2% of the outstanding shares
of Common Stock, based on there being 92,365,323 shares of Common Stock
outstanding as of December 27, 2005, which number of shares outstanding was
provided by the Company and reflects the conversion of Series A Preferred
Stock into shares of Common Stock described in Item 4. 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.
As of December 29, 2005, GS Germany may be deemed to beneficially own
an aggregate of 335,935 shares of Common Stock, consisting of: (i) 2 shares
of Common Stock that are beneficially owned by LXH II; and (ii) 335,933
shares of Common Stock that are beneficially owned by GS Germany. The
shares of Common Stock that may be deemed to be beneficially owned by GS
Germany represent approximately 0.4% of the outstanding shares of Common
Stock, based on there being 92,365,323 shares of Common Stock outstanding
as of December 27, 2005, which number of shares outstanding was provided by
the Company and reflects the conversion of Series A Preferred Stock into
shares of Common Stock described in Item 4. 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.
As of December 29, 2005, GS Employee may be deemed to beneficially own
an aggregate of 2,552,830 shares of Common Stock, consisting of: (i) 14
shares of Common Stock that are beneficially owned by LXH II; and (ii)
2,552,816 shares of Common Stock that are beneficially owned by GS
Employee. The shares of Common Stock that may be deemed to be beneficially
owned by GS Employee represent approximately 2.8% of the outstanding shares
of Common Stock, based on there being 92,365,323 shares of Common Stock
outstanding as of December 27, 2005, which number of shares outstanding was
provided by the Company and reflects the conversion of Series A Preferred
Stock into shares of Common Stock described in Item 4. 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.
As of December 29, 2005, Stone Street may be deemed to beneficially
own an aggregate of 264,946 shares of Common Stock, consisting of: (i) 1
share of Common Stock that is beneficially owned by LXH II; and (ii)
264,945 shares of Common Stock that are beneficially owned by Stone Street.
The shares of Common Stock that may be deemed to be beneficially owned by
Stone Street represent approximately 0.3% of the outstanding shares of
Common Stock, based on there being 92,365,323 shares of Common Stock
outstanding as of December 27, 2005, which number of shares outstanding was
provided by the Company and reflects the conversion of Series A Preferred
Stock into shares of Common Stock described in Item 4. 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.
As of December 29, 2005, LXH Corp. may be deemed to beneficially own
1.45 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 less than 0.1% of
the outstanding shares of Common Stock, based on there being 92,365,323
shares of Common Stock outstanding as of December 27, 2005, which number of
shares outstanding was provided by the Company and reflects the conversion
of Series A Preferred Stock into shares of Common Stock described in Item
4.
As of December 29, 2005, LXH L.P. may be deemed to beneficially own
1.69 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 less than 0.1% of the
outstanding shares of Common Stock, based on there being 92,365,323 shares
of Common Stock outstanding as of December 27, 2005, which number of shares
outstanding was provided by the Company and reflects the conversion of
Series A Preferred Stock into shares of Common Stock described in Item 4.
As of December 29, 2005, LXH beneficially owns 42 shares of Common
Stock. The shares of Common Stock beneficially owned by LXH represent less
than 0.1% of the outstanding shares of Common Stock, based on there being
92,365,323 shares of Common Stock outstanding as of December 27, 2005,
which number of shares outstanding was provided by the Company and reflects
the conversion of Series A Preferred Stock into shares of Common Stock
described in Item 4.
As of December 29, 2005, LXH II beneficially owns 32 shares of Common
Stock. The shares of Common Stock beneficially owned by LXH II represent
less than 0.1% of the outstanding shares of Common Stock, based on there
being 92,365,323 shares of Common Stock outstanding as of December 27,
2005, which number of shares outstanding was provided by the Company and
reflects the conversion of Series A Preferred Stock into shares of Common
Stock described in Item 4.
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 or II-D 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 (i) as described above and (ii) for the purchase and sale
of 20,000 shares of Common Stock, which shares were both purchased and sold
at $17.94 per share of Common Stock on December 19, 2005 in the
over-the-counter market by Goldman Sachs in ordinary course trading
activities, 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 or II-D hereto, since
the most recent filing 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.
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.
January 3, 2006
THE GOLDMAN SACHS GROUP, INC.
By: /s/Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS 2000, L.L.C.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. OHG
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 GMBH & CO.
BETEILIGUNGS KG
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND,
L.P.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH HOLDINGS CORP.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH HOLDINGS, L.P.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH, L.L.C.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH II, L.L.C.
By: /s/Roger S. Begelman
-------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
SCHEDULE II-A-ii
----------------
Schedule II-A-ii is hereby amended and restated in its entirety as follows:
The name and principal occupation of each member of the Principal
Investment Area Investment Committee of Goldman, Sachs & Co., which
exercises the authority of Goldman, Sachs & Co. in managing GS Advisors
2000, L.L.C., 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.,
are set forth below.
The business address for each member 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, Robert R. Gheewalla, Hughes B.
Lepic and Sanjay H. Patel is Peterborough Court, 133 Fleet Street, London
EC4A 2BB, England. The business address of Muneer A. Satter is 4900 Sears
Tower, Chicago, IL 60606. The business address of Hsueh J. Sung is 68/F
Cheung Kong Centre, Hong Kong.
All members listed below are United States citizens, except as
follows: Richard S. Sharp and Sarah E. Smith are citizens of the United
Kingdom; Hughes B. Lepic is a citizen of France; Adrian M. Jones is a
citizen of Ireland and Hsueh Sung is a citizen of Taiwan.
Name Present Principal Occupation
------------------ -----------------------------------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Managing Director of Goldman Sachs International
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
Joe DiSabato Managing Director of Goldman, Sachs & Co.
Adrian M. Jones Managing Director of Goldman, Sachs & Co.
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Scott Kapnick Managing Director of Goldman, Sachs & Co.
Melina E. Higgins Managing Director of Goldman, Sachs & Co.
Hsueh J. Sung Managing Director of Goldman Sachs (Asia) L.L.C.
Ben I. Adler Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Managing Director of Goldman, Sachs & Co.
Sarah E. Smith Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla Managing Director of Goldman, Sachs International
Hughes B. Lepic Managing Director of Goldman, Sachs International
Gerald J. Cardinale Managing Director of Goldman, Sachs & Co.
Sanjay H. Patel Managing Director of Goldman, Sachs International
SCHEDULE II-B-ii
----------------
Schedule II-B-ii is hereby amended and restated in its entirety as follows:
The name, position and present principal occupation of each executive
officer of GS Management GP GmbH, the sole managing partner of GS Capital
Partners 2000 GmbH & Co. Beteiligungs KG, 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
for Richard S. Sharp and Simon B. Cresswell whose business address is
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.
All executive officers listed below are United States citizens, except
for Richards S. Sharp and Sarah E. Smith, who are citizens of the United
Kingdom and Simon B. Cresswell who is a citizen of Australia.
Name Position Present Principal Occupation
------------------- ----------------- ---------------------------------
Richard A. Friedman Managing Director Managing Director of Goldman,
Sachs & Co.
Joseph H. Gleberman Managing Director Managing Director of Goldman,
Sachs & Co.
Ben Adler Managing Director Managing Director of Goldman,
Sachs & Co.
Henry Cornell Managing Director Managing Director of Goldman,
Sachs & Co.
Esta E. Stecher Managing Director Managing Director of Goldman,
Sachs & Co.
Elizabeth C. Managing Director Managing Director of Goldman,
Fascitelli Sachs & Co.
David J. Greenwald Managing Director Managing Director of Goldman,
Sachs & Co.
Sarah E. Smith Managing Director Managing Director of Goldman,
Sachs & Co.
Katherine B. Enquist Managing Director Managing Director of Goldman,
Sachs & Co.
John E. Bowman Managing Director Vice President of Goldman, Sachs
& Co.
Richard S. Sharp Managing Director Managing Director of Goldman
Sachs International
Simon B. Cresswell Managing Director Vice President of Goldman Sachs
International
SCHEDULE II-C
-------------
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, Sanjay H. Patel, Steffen J. Kastner, Bjorn P. Killmer,
Benoit Valentin, Ulrika Werdelin, Sang Gyun Ahn and Martin Hintze is
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Mary Nee, Hsueh J. Sung and Andrew Wolff is Cheung Kong
Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address
of Joseph P. DiSabato is 555 California Street, San Francisco, CA 94104.
The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL
60606. The business address of Ankur A. Sahu is Roppongi Hills, Mori Tower,
Level 43-48, 10-1, Roppongi 6-chome, Minato-ku, Tokyo, 106-6147, Japan.
All executive officers listed below are United States citizens, except
as follows: Richard S. Sharp and Sarah E. Smith are citizens of the United
Kingdom; Hughes B. Lepic and Benoit Valentin are citizens of France; Adrian
M. Jones is a citizen of Ireland; Bjorn P. Killmer, Steffen J. Kastner and
Martin Hintze are citizens of Germany; Ulrika Werdelin is a citizen of
Sweden, Hsueh J. Sung is a citizen of Taiwan, Ankur A. Sahu is a citizen of
India and Sang Gyun Ahn is a citizen of South Korea.
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.
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,
President/Assistant Sachs & Co.
Secretary
Sanjeev K. Mehra Vice Managing Director of Goldman,
President/Treasurer Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman,
Sachs & Co.
Hsueh J. Sung Vice President Managing Director of Goldman Sachs
(Asia) L.L.C.
Steven M. Bunson Assistant Secretary Managing Director of Goldman,
Sachs & Co.
Elizabeth C. Vice President Managing Director of Goldman,
Fascitelli Sachs & Co.
David J. Greenwald Vice Managing Director of Goldman,
President/Assistant Sachs & Co.
Secretary
Hughes B. Lepic Vice President Managing Director of Goldman Sachs
International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman,
Sachs & Co.
Sarah E. Smith Assistant Treasurer Managing Director of Goldman,
Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman,
Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman,
Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman Sachs
International
Sanjay H. Patel Vice President Managing Director of Goldman Sachs
International
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 Managing Director of Goldman,
Sachs & Co.
Carrie Teret Vice President Vice President of Goldman, Sachs &
Co.
Katherine B. Enquist Vice Managing Director of Goldman,
President/Secretary Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President and Associate
General Counsel of Goldman, Sachs
& Co.
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs &
Co.
Matthew E. Tropp Assistant Secretary Vice President and 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 Managing 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.
Steffen J. Kastner Vice President Managing Director of Goldman Sachs
International
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
Sang Gyun Ahn Vice President Managing Director of Goldman Sachs
(Asia) L.L.C.
Martin Hintze Vice President Managing Director of Goldman Sachs
International
Michael E. Koester Vice President Managing Director of Goldman,
Sachs & Co.
Ankur A. Sahu Vice President Managing Director of Goldman Sachs
(Japan) Ltd.
Andrew E. Wolff Vice President Managing Director of Goldman Sachs
(Asia) L.L.C.
Julie Abraham Assistant Secretary Vice President and Assistant
General Counsel of Goldman, Sachs
& Co.
SCHEDULE II-D
-------------
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, Sanjay H. Patel, Steffen J. Kastner, Bjorn P. Killmer,
Benoit Valentin, Ulrika Werdelin, Sang Gyun Ahn and Martin Hintze is
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Mary Nee, Hsueh J. Sung and Andrew Wolff is Cheung Kong
Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address
of Joseph P. DiSabato is 555 California Street, San Francisco, CA 94104.
The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL
60606. The business address of Ankur A. Sahu is Roppongi Hills, Mori Tower,
Level 43-48, 10-1, Roppongi 6-chome, Minato-ku, Tokyo, 106-6147, Japan.
All executive officers listed below are United States citizens,
except as follows: Richard S. Sharp and Sarah E. Smith are citizens of the
United Kingdom, Hughes B. Lepic and Benoit Valentin are citizens of France,
Adrian M. Jones is a citizen of Ireland, Steffen J. Kastner, Bjorn P.
Killmer and Martin Hitze are citizens of Germany, Ulrika Werdelin is a
citizen of Sweden and Hsueh J. Sung is a citizen of Taiwan, Ankur A. Sahu
is a citizen of India and Sang Gyun Ahn is a citizen of South Korea.
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.
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,
President/ Sachs & Co.
Assistant Secretary
Sanjeev K. Mehra Vice Managing Director of Goldman,
President/ Sachs & Co.
Treasurer
Muneer A. Satter Vice President Managing Director of Goldman,
Sachs & Co.
Hsueh J. Sung Vice President Managing Director of Goldman
Sachs (Asia) L.L.C.
Steven M. Bunson Assistant Managing Director of Goldman,
Secretary Sachs & Co.
Elizabeth C. Vice President Managing Director of Goldman,
Fascitelli Sachs & Co.
David J. Greenwald Vice Managing Director of Goldman,
President/ Sachs & Co.
Assistant
Secretary
Hughes B. Lepic Vice President Managing Director of Goldman
Sachs International
Russell E. Makowsky Assistant Managing Director of Goldman,
Secretary Sachs & Co.
Sarah E. Smith Assistant Managing Director of Goldman,
Treasurer Sachs & Co.
Gerald J. Cardinale Vice President Managing Director of Goldman,
Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman,
Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman,
Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman
Sachs International
Sanjay H. Patel Vice President Managing Director of Goldman
Sachs International
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 Managing Director of Goldman,
Sachs & Co.
Katherine B. Enquist Vice Managing Director of Goldman,
President/ Sachs & Co.
Secretary
Beverly L. O'Toole Assistant Vice President and Associate
Secretary General Counsel of Goldman,
Sachs & Co.
Carrie Teret 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 Vice President and Associate
Secretary General Counsel of Goldman,
Sachs & Co.
Richard J. Stingi Vice President Vice President of Goldman, Sachs
& Co.
Ulrika Werdelin Vice President Managing Director of Goldman
Sachs International
Kenneth A. Pontarelli Vice President Managing Director of Goldman,
Sachs & Co.
Steffen J. Kastner Vice President Managing Director of Goldman
Sachs International
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
Sang Gyun Ahn Vice President Managing Director of Goldman
Sachs (Asia) L.L.C.
Martin Hintze Vice President Managing Director of Goldman
Sachs International
Michael E. Koester Vice President Managing Director of Goldman,
Sachs & Co.
Ankur A. Sahu Vice President Managing Director of Goldman
Sachs (Japan) Ltd.
Andrew E. Wolff Vice President Managing Director of Goldman
Sachs (Asia) L.L.C.
Julie Abraham Assistant Vice President and Assistant
Secretary General Counsel of Goldman,
Sachs & Co.