UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
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. 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)
March 15, 2006
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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 39
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 1,290,752
9 SOLE DISPOSITIVE POWER
EACH
43,122
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,490,642
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,533,764(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%(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.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 3 of 39
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 1,290,752
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,490,642
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,490,642
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%(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.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 4 of 39
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 995,852
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 995,852
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
995,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%(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.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 5 of 39
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 30,539
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 30,539
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,539
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 6 of 39
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 30,539
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 30,539
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,539
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 7 of 39
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 232,075
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 232,075
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,075
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 GS Employee Funds 2000 GP,
L.L.C.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 8 of 39
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 24,086
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 24,086
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,086
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 9 of 39
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 730,451
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 730,451
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730,451
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%(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.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 10 of 39
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 265,401
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 265,401
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
265,401
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 GS Capital Partners 2000
Offshore, L.P.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 11 of 39
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 30,539
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 30,539
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,539
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 12 of 39
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 232,075
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 232,075
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,075
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 GS Capital Partners 2000
Employee Fund, L.P.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 13 of 39
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 24,086
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 24,086
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,086
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 14 of 39
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 0
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 15 of 39
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 0
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 16 of 39
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 4
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4
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 39
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 3
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3
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. 10, 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, Amendment No. 7
filed on August 10, 2005, Amendment No. 8 filed on January 4, 2006, and
Amendment No. 9 filed on March 3, 2006, 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:
Pursuant to an underwriting agreement, dated March 9, 2006 (the
"March 2006 Underwriting Agreement"), by and among the Company, the GS
Selling Stockholders, the Other Purchasers (collectively with the GS
Selling Stockholders, the "March 2006 Selling Stockholders") and the
representatives of the several underwriters listed in Schedule I thereto
(collectively, the "March 2006 Underwriters"), the March 2006 Underwriters
agreed to purchase from the March 2006 Selling Stockholders and the March
2006 Selling Stockholders agreed to sell to the March 2006 Underwriters an
aggregate of 21,433,306 shares of Common Stock (the "March 2006 Sale"),
which aggregate amount includes 12,825,521 shares held by the GS Selling
Stockholders. In addition, pursuant to the March 2006 Underwriting
Agreement, the Other Purchasers granted the March 2006 Underwriters an
option, exercisable within 30 days after the date of the March 2006
Underwriting Agreement, to purchase an additional 1,282,552 shares of
Common Stock from the Other Purchasers at the same purchase price per share
for the purpose of covering over-allotments (the "March 2006 Over-Allotment
Option").
----------------
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 Sectin 13(d) of the Securities
Exchange Act of 1934.
Pursuant to the final prospectus (the "March 2006 Offering
Prospectus") dated March 9, 2006 (the "March 2006 Offering Prospectus
Date") and filed by the Company on March 10, 2006 pursuant to Rule 424(b)
of the Securities Act, the public offering price in the public offering of
Common Stock by the Company was $20.00 per share and the underwriting
discount was $0.80 per share. Pursuant to the March 2006 Underwriting
Agreement, the March 2006 Underwriters agreed to purchase shares of Common
Stock in the March 2006 Sale and upon exercise of the March 2006
Over-Allotment Option at a price per share of $19.20 (which is net of
underwriting discounts and commissions). Accordingly, the GS Selling
Stockholders sold an aggregate of 12,825,521 shares of Common Stock to the
March 2006 Underwriters at a price per share of $19.20 (which is net of
underwriting discounts and commissions) for an aggregate amount of
$246,250,003.20. The March 2006 Underwriting Agreement contains standard
terms and conditions for a public offering including customary
representations and warranties and indemnity provisions. The foregoing
description of the March 2006 Underwriting Agreement is not intended to be
complete and is qualified in its entirety by the complete text of the March
2006 Underwriting Agreement, the form of which is incorporated herein by
reference to Exhibit 1.1 to the Company's Registration Statement on Form
S-3 (No. 333-132101) filed on February 28, 2006.
The March 2006 Sale was consummated on March 15, 2006.
Pursuant to the Amended and Restated Governance Agreement, if at
any time the number of nominees entitled to be designated by the GS Selling
Stockholders for election to the Board decreases, then, within ten days
thereafter, the GS Selling Stockholders must cause a sufficient number of
directors nominated by the GS Selling Stockholders and serving on the Board
(the "GS Designated Directors") to resign from the Board so that the number
of GS Designated Directors after such resignation(s) equals the number of
nominees that the GS Selling Stockholders would have been entitled to
designate had an election of directors taken place at such time. Upon
consummation of the March 2006 Sale, the number of nominees that the GS
Selling Stockholders are entitled to designate for election to the Board
pursuant to the Amended and Restated Governance Agreement decreased from
two to zero. Accordingly, on March 15, 2006, the remaining two GS
Designated Directors resigned from the Board.
Additionally, upon the consummation of the March 2006 Sale, the
Amended and Restated Governance Agreement terminated in accordance with its
terms.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
--------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of March 15, 2006, GS Group may be deemed to beneficially
own an aggregate of 1,533,764 shares of Common Stock, consisting of: (i) 7
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 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 and an additional one-third of such
restricted stock units vested on November 16, 2005, and all of such vested
restricted stock units converted into an equal number of shares of Common
Stock on March 15, 2006, the date of Mr. Mehra's resignation as a director
of the Company; the remaining one-third of such restricted stock units that
had not yet vested as of March 15, 2006 were forfeited and cancelled on
such date, and (VII) 1,503 restricted stock units granted to Mr. Mehra on
May 19, 2005 pursuant to the Hexcel Incentive Stock Plan, of which
one-third of such restricted stock units vested on the date of grant and
were converted into an equal number of shares of Common Stock on March 15,
2006, the date of Mr. Mehra's resignation as a director of the Company, an
additional one-third of such restricted stock units will vest on May 19,
2006, the remaining one-third of such restricted stock units will vest on
May 19, 2007 and all of such restricted stock units that had not yet vested
as of March 15, 2006 were forfeited and cancelled on such date (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 and an
additional one-third of such restricted stock units vested on November 16,
2005, and all of such vested restricted stock units converted into an equal
number of shares of Common Stock on March 15, 2006, the date of Mr.
Sacerdote's resignation as a director of the Company; the remaining
one-third of such restricted stock units that had not yet vested as of
March 15, 2006 were forfeited and cancelled on such date, and (VI) 1,503
restricted stock units granted to Mr. Sacerdote on May 19, 2005 pursuant to
the Hexcel Incentive Stock Plan, of which one-third of such restricted
stock units vested on the date of grant and were converted into an equal
number of shares of Common Stock on March 15, 2006, the date of Mr.
Sacerdote's resignation as a director of the Company, an additional
one-third of such restricted stock units will vest on May 19, 2006, the
remaining one-third of such restricted stock units will vest on May 19,
2007 and all of such restricted stock units that had not yet vested as of
March 15, 2006 were forfeited and cancelled on such date (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) 1,282,545 shares of Common
Stock that are beneficially owned by the Limited Partnerships, as described
below; (iv) 199,890 shares of Common Stock held in client accounts with
respect to which Goldman Sachs or employees of Goldman Sachs have
investment discretion ("Managed Accounts"); and (v) 8,200 shares of Common
Stock acquired in the ordinary course of business of Goldman Sachs or
another wholly-owned broker or dealer subsididary of GS Group in ordinary
course trading activities. The shares of Common Stock that may be deemed to
be beneficially owned by GS Group represent approximately 1.6% of the
outstanding shares of Common Stock, based on there being 93,038,134 shares
of Common Stock outstanding as of March 1, 2006, which number of shares
outstanding was provided by the Company. 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 March 15, 2006, Goldman Sachs may be deemed to beneficially
own an aggregate of 1,490,642 shares of Common Stock, consisting of: (i) 7
shares of Common Stock that are beneficially owned by the Original
Purchasers, as described below; (ii) 1,282,545 shares of Common Stock that
are beneficially owned by the Limited Partnerships, as described below;
(iii) 199,890 shares of Common Stock held in Managed Accounts; and (iv)
8,200 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 1.6% of the
outstanding shares of Common Stock, based on there being 93,038,134 shares
of Common Stock outstanding as of March 1, 2006, which number of shares
outstanding was provided by the Company. 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.
GS Group and Goldman Sachs disclaim beneficial ownership of the
shares of Common Stock held in Managed Accounts.
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 March 15, 2006, GS Advisors may be deemed to beneficially
own an aggregate of 995,852 shares of Common Stock, consisting of: (i) 6
shares of Common Stock, of which 4 shares may be deemed to be beneficially
owned by GS Capital and 2 shares may be deemed to be beneficially owned by
GS Offshore, as described below; and (ii) 995,846 shares of Common Stock,
of which 730,447 shares are beneficially owned by GS Capital and 265,399
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 1.1% of the outstanding shares of Common
Stock, based on there being 93,038,134 shares of Common Stock outstanding
as of March 1, 2006, which number of shares outstanding was provided by the
Company. 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 March 15, 2006, GS oHG may be deemed to beneficially own an
aggregate of 30,539 shares of Common Stock consisting of 30,539 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 less than 0.1% of the outstanding shares of Common Stock, based
on there being 93,038,134 shares of Common Stock outstanding as of March 1,
2006, which number of shares outstanding was provided by the Company. 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 March 15, 2006, GS GmbH may be deemed to beneficially own
an aggregate of 30,539 shares of Common Stock consisting of 30,539 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 less
than 0.1% of the outstanding shares of Common Stock, based on there being
93,038,134 shares of Common Stock outstanding as of March 1, 2006, which
number of shares outstanding was provided by the Company. 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 March 15, 2006, GS Employee 2000 may be deemed to
beneficially own an aggregate of 232,075 shares of Common Stock, consisting
of: (i) 1 share of Common Stock that may be deemed to be beneficially owned
by GS Employee; and (ii) 232,074 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
0.3% of the outstanding shares of Common Stock, based on there being
93,038,134 shares of Common Stock outstanding as of March 1, 2006, which
number of shares outstanding was provided by the Company. 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 March 15, 2006, Stone 2000 may be deemed to beneficially
own an aggregate of 24,086 shares of Common Stock consisting of 24,086
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 less than 0.1% of the outstanding shares of Common Stock,
based on there being 93,038,134 shares of Common Stock outstanding as of
March 1, 2006, which number of shares outstanding was provided by the
Company. 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 March 15, 2006, GS Capital may be deemed to beneficially
own an aggregate of 730,451 shares of Common Stock, consisting of: (i) 4
shares of Common Stock that are beneficially owned by LXH; and (ii) 730,447
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 0.8% of the outstanding shares of Common
Stock, based on there being 93,038,134 shares of Common Stock outstanding
as of March 1, 2006, which number of shares outstanding was provided by the
Company. 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 March 15, 2006, GS Offshore may be deemed to beneficially
own an aggregate of 265,401 shares of Common Stock, consisting of: (i) 2
shares of Common Stock that are beneficially owned by LXH II; and (ii)
265,399 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 0.3% of the outstanding shares of
Common Stock, based on there being 93,038,134 shares of Common Stock
outstanding as of March 1, 2006, which number of shares outstanding was
provided by the Company. 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 March 15, 2006, GS Germany may be deemed to beneficially
own an aggregate of 30,539 shares of Common Stock. The shares of Common
Stock that may be deemed to be beneficially owned by GS Germany represent
less than 0.1% of the outstanding shares of Common Stock, based on there
being 93,038,134 shares of Common Stock outstanding as of March 1, 2006,
which number of shares outstanding was provided by the Company. 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 March 15, 2006, GS Employee may be deemed to beneficially
own an aggregate of 232,075 shares of Common Stock, consisting of: (i) 1
share of Common Stock that is beneficially owned by LXH II; and (ii)
232,074 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 0.3% of the outstanding shares of
Common Stock, based on there being 93,038,134 shares of Common Stock
outstanding as of March 1, 2006, which number of shares outstanding was
provided by the Company. 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 March 15, 2006, Stone Street may be deemed to beneficially
own an aggregate of 24,086 shares of Common Stock. The shares of Common
Stock that may be deemed to be beneficially owned by Stone Street represent
less than 0.1% of the outstanding shares of Common Stock, based on there
being 93,038,134 shares of Common Stock outstanding as of March 1, 2006,
which number of shares outstanding was provided by the Company. 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 March 15, 2006, LXH Corp. may be deemed to beneficially own
no shares of Common Stock.
As of March 15, 2006, LXH L.P. may be deemed to beneficially own
no shares of Common Stock.
As of March 15, 2006, LXH beneficially owns 4 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
93,038,134 shares of Common Stock outstanding as of March 1, 2006, which
number of shares outstanding was provided by the Company.
As of March 15, 2006, LXH II beneficially owns 3 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 93,038,134 shares of Common Stock outstanding as of March 1, 2006,
which number of shares outstanding was provided by the Company.
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) Schedule IV sets forth the transactions in the shares of
Common Stock which have been effected during the period from March 1, 2006
through March 15, 2006. Except as described above, all of the transactions
set forth on Schedule IV were effected in the ordinary course of business
of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS
Group in ordinary course trading activities. The transactions in the shares
of Common Stock described on Schedule IV were effected on the New York
Stock Exchange, the Archipelago Exchange or the over-the-counter market.
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 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) As of March 15, 2006, the Filing Persons ceased to be the
beneficial owners of more than five percent of the shares of Common Stock.
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 March 2006 Sale, on
February 28, 2006, the GS Selling Stockholders 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 February 28, 2006 and continuing to and including the date that is 90
days after the March 2006 Offering Prospectus Date, without the prior
written consent of the representatives of the March 2006 Underwriters,
except that after the date that is 60 days after the March 2006 Offering
Prospectus Date, the GS Selling Stockholders may sell up to an aggregate of
1,282,552 shares of Common Stock (the "March 2006 Lock-Up Agreement"). The
foregoing description of the March 2006 Lock-Up Agreement is not intended
to be complete and is qualified in its entirety by the complete text of the
March 2006 Lock-Up Agreement, a copy of which is filed as Exhibit 49
hereto.
The responses set forth in Item 4 of this Amendment No. 10 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 l9 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.*
Exhibit 48 Lock-Up Agreement, dated August 3, 2005, 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. *
Exhibit 49 Lock-Up Agreement, dated February 28, 2006, 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.
March 20, 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-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
each 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, Sanjay H. Patel, Steffen J. Kastner, Bjorn P.
Killmer, Benoit Valentin, Ulrika Werdelin and Martin Hintze is Peterborough
Court, 133 Fleet Street, London EC4A 2BB, England. The business address of
Sang Gyun Ahn, 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 71 South Wacker Drive, 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; Hsueh Sung is a citizen
of Taiwan, Ankur A. Sahu is a citizen of India, Sang Gyun Ahn is a citizen
of South Korea and 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.
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 Secretary Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Sanjay H. Patel Vice President Managing Director of Goldman Sachs International
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. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary 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 E. 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 & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla 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 President/Secretary Managing Director of Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President and Associate General Counsel of Goldman, Sachs & Co.
Matthew E. Tropp Assistant Secretary Vice President and Associate General Counsel 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.
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
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.
Christine Serfin Vice President Vice President of Goldman, Sachs & Co.
Julie Abraham Assistant Secretary Vice President and Assistant General Counsel of Goldman, Sachs & Co.
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, Ulrika Werdelin and Martin Hintze is Peterborough Court, 133 Fleet
Street, London EC4A 2BB, England. The business address of Sang Gyun Ahn,
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 71 South Wacker Drive, 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 is a citizen 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 President/Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, 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. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Secretary 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 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 President/Secretary Managing Director of Goldman, 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
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, Ulrika Werdelin and Martin Hintze is Peterborough Court, 133 Fleet
Street, London EC4A 2BB, England. The business address of Sang Gyun Ahn,
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 71 South Wacker Drive, 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 is a citizen 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 President/Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, 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. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Secretary 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 E. 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 & 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 President/Secretary Managing Director of Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President and Associate 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 Secretary Vice President and Associate 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
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.
Christine Serfin Vice President Vice President of Goldman, Sachs & Co.
Julie Abraham Assistant Secretary Vice President and Assistant General Counsel of Goldman, Sachs & Co.
SCHEDULE IV
-----------
Purchases Sales Price Trade Date Settlement Date
1550 20.0000 3/9/06 3/15/06
1550 20.0000 3/9/06 3/15/06
2050 20.0000 3/9/06 3/15/06
1030 20.0000 3/9/06 3/15/06
1025 20.0000 3/9/06 3/15/06
1025 20.0000 3/9/06 3/15/06
4600 20.0000 3/9/06 3/15/06
1025 20.0000 3/9/06 3/15/06
2050 20.0000 3/9/06 3/15/06
2500 20.0000 3/9/06 3/15/06
1025 20.0000 3/9/06 3/15/06
1030 20.0000 3/9/06 3/15/06
775 20.0000 3/9/06 3/15/06
15800 20.0000 3/9/06 3/15/06
31700 20.0000 3/9/06 3/15/06
8000 20.0000 3/9/06 3/15/06
15800 20.0000 3/9/06 3/15/06
11900 20.0000 3/9/06 3/15/06
11900 20.0000 3/9/06 3/15/06
8000 20.0000 3/9/06 3/15/06
8000 20.0000 3/9/06 3/15/06
8000 20.0000 3/9/06 3/15/06
8000 20.0000 3/9/06 3/15/06
7900 20.0000 3/9/06 3/15/06
1000 20.0000 3/9/06 3/15/06
1550 20.0000 3/9/06 3/15/06
1550 20.0000 3/9/06 3/15/06
1030 20.0000 3/9/06 3/15/06
9 20.1896 3/13/06 3/16/06
1232 20.1900 3/13/06 3/16/06
654 20.2100 3/13/06 3/16/06
9 20.1896 3/13/06 3/16/06
300 20.1100 3/14/06 3/17/06
200 20.1100 3/14/06 3/17/06
100 20.1000 3/14/06 3/17/06
600 20.2120 3/14/06 3/17/06
100 20.2900 3/14/06 3/17/06
100 20.3000 3/14/06 3/17/06
200 20.3100 3/14/06 3/17/06
700 20.3200 3/14/06 3/17/06
500 20.3300 3/14/06 3/17/06
1000 20.3400 3/14/06 3/17/06
400 20.2700 3/14/06 3/17/06
200 20.2200 3/14/06 3/17/06
600 20.2100 3/14/06 3/17/06
1500 20.2100 3/14/06 3/17/06
200 20.3000 3/14/06 3/17/06
400 20.3100 3/14/06 3/17/06
772 20.3297 3/14/06 3/17/06
100 20.3300 3/14/06 3/17/06
100 20.3400 3/14/06 3/17/06
100 20.3600 3/14/06 3/17/06
100 20.3700 3/14/06 3/17/06
100 20.4600 3/14/06 3/17/06
100 20.4500 3/14/06 3/17/06
100 20.4100 3/14/06 3/17/06
100 20.3500 3/14/06 3/17/06
200 20.2900 3/14/06 3/17/06
300 20.3200 3/14/06 3/17/06
458 20.3400 3/14/06 3/17/06
300 20.3100 3/14/06 3/17/06
200 20.3600 3/14/06 3/17/06
400 20.3300 3/14/06 3/17/06
900 20.3000 3/14/06 3/17/06
442 20.3500 3/14/06 3/17/06
1000 20.3600 3/14/06 3/17/06
739 20.3300 3/14/06 3/17/06
772 20.3297 3/14/06 3/17/06
210 20.3300 3/14/06 3/17/06
632 20.3740 3/14/06 3/17/06
1268 20.3740 3/14/06 3/17/06
320 20.3740 3/14/06 3/17/06
632 20.3740 3/14/06 3/17/06
476 20.3740 3/14/06 3/17/06
476 20.3740 3/14/06 3/17/06
320 20.3740 3/14/06 3/17/06
200 20.2500 3/14/06 3/17/06
300 20.2500 3/15/06 3/20/06
200 20.2500 3/15/06 3/20/06
1512 20.5000 3/15/06 3/20/06
746 20.3200 3/15/06 3/20/06
2528 20.5205 3/15/06 3/20/06
5072 20.5205 3/15/06 3/20/06
1280 20.5205 3/15/06 3/20/06
2528 20.5205 3/15/06 3/20/06
1904 20.5205 3/15/06 3/20/06
1904 20.5205 3/15/06 3/20/06
1280 20.5205 3/15/06 3/20/06
1600 20.5562 3/15/06 3/20/06
1600 20.5562 3/15/06 3/20/06
1600 20.5562 3/15/06 3/20/06
1580 20.5562 3/15/06 3/20/06