UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
August 9, 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 36
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
42,062
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 14,108,173
9 SOLE DISPOSITIVE POWER
EACH
42,062
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 14,108,173
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,150,235(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%(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 (i) the
conversion of shares of Series A Convertible Preferred Stock of the
Company at a conversion price of $3.00 per share and (ii) the exercise
of options granted by the Company which are currently exercisable and
held for the benefit of GS Group.
(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.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than GS Group. This percentage would equal
15.5% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 3 of 36
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 14,108,173
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 14,108,173
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,108,173(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.7%(2)
14 TYPE OF REPORTING PERSON
BD-PN-IA
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Goldman,
Sachs & Co. ("Goldman Sachs") which are issuable upon the conversion
of shares of Series A Convertible Preferred Stock of the Company at a
conversion price of $3.00 per share.
(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 Goldman Sachs.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than Goldman Sachs. This percentage would
equal 15.4% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 4 of 36
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(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%(2)
14 TYPE OF REPORTING PERSON
OO
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Advisors
2000, L.L.C. ("GS Advisors") which are issuable upon the conversion of
shares of Series A Convertible Preferred Stock of the Company at a
conversion price of $3.00 per share.
(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 Advisors.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than GS Advisors. This percentage would
equal 12.0% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 5 of 36
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(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Goldman,
Sachs & Co. oHG ("GS oHG") which are issuable upon the conversion of
shares of Series A Convertible Preferred Stock of the Company at a
conversion price of $3.00 per share.
(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 oHG.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than GS oHG. This percentage would equal
0.4% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 6 of 36
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(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%(2)
14 TYPE OF REPORTING PERSON
CO
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Goldman,
Sachs Management GP GmbH ("GS GmbH") which are issuable upon the
conversion of shares of Series A Convertible Preferred Stock of the
Company at a conversion price of $3.00 per share.
(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 GmbH.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than GS GmbH. This percentage would equal
0.4% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 7 of 36
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(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%(2)
14 TYPE OF REPORTING PERSON
OO
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Employee
Funds 2000 GP, L.L.C. ("GS Employee 2000") which are issuable upon the
conversion of shares of Series A Convertible Preferred Stock of the
Company at a conversion price of $3.00 per share.
(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 Employee
2000. Accordingly, such calculation does not include any shares of
common stock of the Company issuable upon the conversion of shares of
Series A Convertible Preferred Stock of the Company which are
beneficially owned by any person other than GS Employee 2000. This
percentage would equal 2.8% if it were calculated by including such
securities in such calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 8 of 36
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(1)
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%(2)
14 TYPE OF REPORTING PERSON
OO
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Stone Street
2000, L.L.C. ("Stone 2000") which are issuable upon the conversion of
shares of Series A Convertible Preferred Stock of the Company at a
conversion price of $3.00 per share.
(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 Stone 2000.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than Stone 2000. This percentage would equal
0.3% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 9 of 36
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(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Capital
Partners 2000, L.P. ("GS Capital") which are issuable upon the
conversion of shares of Series A Convertible Preferred Stock of the
Company at a conversion price of $3.00 per share.
(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 Capital.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than GS Capital. This percentage would equal
8.8% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 10 of 36
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(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Capital
Partners 2000 Offshore, L.P. ("GS Offshore") which are issuable upon
the conversion of shares of Series A Convertible Preferred Stock of
the Company at a conversion price of $3.00 per share.
(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 Offshore.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than GS Offshore. This percentage would
equal 3.2% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 11 of 36
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 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(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Capital
Partners 2000 GmbH & Co. Beteiligungs KG ("GS Germany") which are
issuable upon the conversion of shares of Series A Convertible
Preferred Stock of the Company at a conversion price of $3.00 per
share.
(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 Germany.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than GS Germany. This percentage would equal
0.4% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 12 of 36
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(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by GS Capital
Partners 2000 Employee Fund, L.P. ("GS Employee") which are issuable
upon the conversion of shares of Series A Convertible Preferred Stock
of the Company at a conversion price of $3.00 per share.
(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 Employee.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than GS Employee. This percentage would
equal 2.8% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 13 of 36
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(1)
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%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be beneficially owned by Stone Street
Fund 2000, L.P. ("Stone Street") which are issuable upon the
conversion of shares of Series A Convertible Preferred Stock of the
Company at a conversion price of $3.00 per share.
(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 Stone Street.
Accordingly, such calculation does not include any shares of common
stock of the Company issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company which are beneficially
owned by any person other than Stone Street. This percentage would
equal 0.3% if it were calculated by including such securities in such
calculation.
SCHEDULE 13D
CUSIP No. 428291 10 8 Page 14 of 36
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 36
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 36
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 36
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. 7, 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 and Amendment No. 6 filed on July 15, 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)
----------------------
(1) Neither the present filing nor anything contained herein will be
construed as an admission that any Filing Person constitutes a
"person" for any purpose other than for compliance with Section 13(d)
of the Securities Exchange Act of 1934.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
Item 4 is hereby amended by adding the following immediately
before the final three paragraphs thereof:
Pursuant to an underwriting agreement, dated August 3, 2005 (the
"August 2005 Underwriting Agreement"), by and among the Company, the GS
Selling Stockholders, the Other Purchasers (collectively with the GS
Selling Stockholders, the "August 2005 Selling Stockholders") and the
representatives of the several underwriters listed in Schedule I thereto
(collectively, the "August 2005 Underwriters"), the August 2005
Underwriters agreed to purchase from the August 2005 Selling Stockholders
and the August 2005 Selling Stockholders agreed to sell to the August 2005
Underwriters an aggregate of 14,500,000 shares of Common Stock (the "August
2005 Sale"), which aggregate amount includes 8,098,002 shares held by the
GS Selling Stockholders. In addition, pursuant to the August 2005
Underwriting Agreement, the Other Purchasers granted the August 2005
Underwriters an option, exercisable within 30 days after the date of the
August 2005 Underwriting Agreement, to purchase an additional 2,174,665
shares of Common Stock from the Other Purchasers at the same purchase price
per share for the purpose of covering over-allotments (the "August 2005
Over-Allotment Option").
Pursuant to the final prospectus (the "August 2005 Offering
Prospectus") filed by the Company on August 4, 2005 (the "August 2005
Offering Prospectus Date") pursuant to Rule 424(b) of the Securities Act,
the public offering price in the public offering of Common Stock by the
Company was $18.00 per share and the underwriting discount was $0.90 per
share. Pursuant to the August 2005 Underwriting Agreement, the August 2005
Underwriters agreed to purchase shares of Common Stock in the August 2005
Sale and upon exercise of the August 2005 Over-Allotment Option at a price
per share of $17.10 (which is net of underwriting discounts and
commissions). Accordingly, the GS Selling Stockholders sold an aggregate of
8,098,002 shares of Common Stock to the August 2005 Underwriters at a price
per share of $17.10 (which is net of underwriting discounts and
commissions) for an aggregate amount of $138,475,834.20. The August 2005
Underwriting Agreement contains standard terms and conditions for a public
offering including customary representations and warranties and indemnity
provisions. The foregoing description of the August 2005 Underwriting
Agreement is not intended to be complete and is qualified in its entirety
by the complete text of the August 2005 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. 333-126511) filed on July 11, 2005.
The August 2005 Sale was consummated on August 9, 2005.
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 August 2005 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
three to two. Accordingly, within ten days after August 9, 2005, one of the
GS Designated Directors will resign from the Board.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
--------------------------------------
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of August 9, 2005, GS Group may be deemed to beneficially
own an aggregate of 14,150,235 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
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 will vest on November 16, 2005, the remaining
one-third of such restricted stock units will vest on November 16, 2006 and
all of such restricted stock units will convert into an equal number of
shares of Common Stock on November 16, 2006, 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 March 19, 2007 (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 will vest on November 16, 2005, the
remaining one-third of such restricted stock units will vest on November
16, 2006 and all of such restricted stock units will convert into an equal
number of shares of Common Stock on November 16, 2006, 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 March 19, 2007 (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) 42,324 shares of Series A Preferred Stock that are
beneficially owned by the Limited Partnerships, as described below, and
that are convertible into 14,107,999 shares of Common Stock; and (iv) 100
shares of Common Stock acquired by Goldman Sachs in ordinary course trading
activities. The shares of Common Stock that may be deemed to be
beneficially owned by GS Group represent approximately 17.7% of the
outstanding shares of Common Stock, based on there being 65,771,393 shares
of Common Stock outstanding as of August 9, 2005, as disclosed by the
Company in the August 2005 Offering Prospectus. The foregoing percentage
was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act,
which specifically excludes from such calculation all securities not
outstanding which are subject to options, warrants, rights or conversion
privileges and which are beneficially owned by any person other than GS
Group. Accordingly, such calculation does not include the shares of Common
Stock issuable upon conversion of shares of Series A Preferred Stock which
are beneficially owned by any person other than GS Group. All outstanding
shares of Series A Preferred Stock are entitled to vote, on an as-converted
basis, on all matters put to a vote or consent of the holders of Common
Stock. Therefore, in any such vote or consent, as of August 9, 2005, GS
Group will have the power to vote shares representing approximately 15.5%
of the total number of votes that may be cast on any such matter.
As of August 9, 2005, Goldman Sachs may be deemed to beneficially
own an aggregate of 14,108,173 shares of Common Stock, consisting of: (i)
74 shares of Common Stock that are beneficially owned by the Original
Purchasers, as described below; (ii) 42,324 shares of Series A Preferred
Stock that are beneficially owned by the Limited Partnerships, as described
below, and that are convertible into 14,107,999 shares of Common Stock; and
(iii) 100 shares of Common Stock acquired by Goldman Sachs in ordinary
course trading activities. The shares of Common Stock that may be deemed to
be beneficially owned by Goldman Sachs represent approximately 17.7% of the
outstanding shares of Common Stock, based on there being 65,771,393 shares
of Common Stock outstanding as of August 9, 2005, as disclosed by the
Company in the August 2005 Offering Prospectus. The foregoing percentage
was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act,
which specifically excludes from such calculation all securities not
outstanding which are subject to options, warrants, rights or conversion
privileges and which are beneficially owned by any person other than
Goldman Sachs. Accordingly, such calculation does not include the shares of
Common Stock issuable upon conversion of shares of Series A Preferred Stock
which are beneficially owned by any person other than Goldman Sachs. All
outstanding shares of Series A Preferred Stock are entitled to vote, on an
as-converted basis, on all matters put to a vote or consent of the holders
of Common Stock. Therefore, in any such vote or consent, as of August 9,
2005, Goldman Sachs will have the power to vote shares representing
approximately 15.4% of the total number of votes that may be cast on any
such matter.
GS Group and Goldman Sachs disclaim beneficial ownership of the
shares of Common Stock beneficially owned by the Original Purchasers and
the Limited Partnerships to the extent that partnership or membership
interests, as the case may be, in the Limited Partnerships are held by
persons other than Goldman Sachs or its affiliates.
In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division of GS Group and its
subsidiaries and affiliates (the "Investment Banking Division"). This
filing does not reflect securities, if any, beneficially owned by any other
operating unit of GS Group and its subsidiaries and affiliates. The
Investment Banking Division disclaims beneficial ownership of securities,
if any, beneficially owned by (i) any client accounts with respect to which
the Investment Banking Division or its employees have voting or investment
discretion, or both, and (ii) certain investment entities, of which the
Investment Banking Division is the general partner, managing general
partner or other manager, to the extent interests in such entities are held
by persons other than the Investment Banking Division.
As of August 9, 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) 32,862.916
shares of Series A Preferred Stock, of which 24,104.74 shares are
beneficially owned by GS Capital and 8,758.176 shares are beneficially
owned by GS Offshore, as described below, and that are convertible into
10,954,305 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS Advisors represent approximately
14.3% of the outstanding shares of Common Stock, based on there being
65,771,393 shares of Common Stock outstanding as of August 9, 2005, as
disclosed by the Company in the August 2005 Offering Prospectus. The
foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of
the Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS Advisors. Accordingly, such calculation does not include the
shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock which are beneficially owned by any person other than GS
Advisors. All outstanding shares of Series A Preferred Stock are entitled
to vote, on an as-converted basis, on all matters put to a vote or consent
of the holders of Common Stock. Therefore, in any such vote or consent, as
of August 9, 2005, GS Advisors will have the power to vote shares
representing approximately 12.0% of the total number of votes that may be
cast on any such matter.
As of August 9, 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) 1,007.799 shares of Series A Preferred Stock that are beneficially
owned by GS Germany and that are convertible into 335,933 shares of Common
Stock. The shares of Common Stock that may be deemed to be beneficially
owned by GS oHG represent approximately 0.5% of the outstanding shares of
Common Stock, based on there being 65,771,393 shares of Common Stock
outstanding as of August 9, 2005, as disclosed by the Company in the August
2005 Offering Prospectus. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS oHG. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock which are beneficially
owned by any person other than GS oHG. All outstanding shares of Series A
Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of August 9, 2005, GS oHG will have the
power to vote shares representing approximately 0.4% of the total number of
votes that may be cast on any such matter.
As of August 9, 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) 1,007.799 shares of Series A Preferred Stock that are beneficially
owned by GS Germany and that are convertible into 335,933 shares of Common
Stock. The shares of Common Stock that may be deemed to be beneficially
owned by GS GmbH represent approximately 0.5% of the outstanding shares of
Common Stock, based on there being 65,771,393 shares of Common Stock
outstanding as of August 9, 2005, as disclosed by the Company in the August
2005 Offering Prospectus. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS GmbH. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock which are beneficially
owned by any person other than GS GmbH. All outstanding shares of Series A
Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of August 9, 2005, GS GmbH will have the
power to vote shares representing approximately 0.4% of the total number of
votes that may be cast on any such matter.
As of August 9, 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) 7,658.45 shares of Series A
Preferred Stock that are beneficially owned by GS Employee and that are
convertible into 2,552,816 shares of Common Stock. The shares of Common
Stock that may be deemed to be beneficially owned by GS Employee 2000
represent approximately 3.7% of the outstanding shares of Common Stock,
based on there being 65,771,393 shares of Common Stock outstanding as of
August 9, 2005, as disclosed by the Company in the August 2005 Offering
Prospectus. The foregoing percentage was calculated in accordance with Rule
13d-3(d)(1) of the Exchange Act, which specifically excludes from such
calculation all securities not outstanding which are subject to options,
warrants, rights or conversion privileges and which are beneficially owned
by any person other than GS Employee 2000. Accordingly, such calculation
does not include the shares of Common Stock issuable upon conversion of
shares of Series A Preferred Stock which are beneficially owned by any
person other than GS Employee 2000. All outstanding shares of Series A
Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of August 9, 2005, GS Employee 2000 will
have the power to vote shares representing approximately 2.8% of the total
number of votes that may be cast on any such matter.
As of August 9, 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) 794.835 shares of Series A Preferred Stock that are
beneficially owned by Stone Street and that are convertible into 264,945
shares of Common Stock. The shares of Common Stock that may be deemed to be
beneficially owned by Stone 2000 represent approximately 0.4% of the
outstanding shares of Common Stock, based on there being 65,771,393 shares
of Common Stock outstanding as of August 9, 2005, as disclosed by the
Company in the August 2005 Offering Prospectus. The foregoing percentage
was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act,
which specifically excludes from such calculation all securities not
outstanding which are subject to options, warrants, rights or conversion
privileges and which are beneficially owned by any person other than Stone
2000. Accordingly, such calculation does not include the shares of Common
Stock issuable upon conversion of shares of Series A Preferred Stock which
are beneficially owned by any person other than Stone 2000. All outstanding
shares of Series A Preferred Stock are entitled to vote, on an as-converted
basis, on all matters put to a vote or consent of the holders of Common
Stock. Therefore, in any such vote or consent, as of August 9, 2005, GS
Stone 2000 will have the power to vote shares representing approximately
0.3% of the total number of votes that may be cast on any such matter.
As of August 9, 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)
24,104.74 shares of Series A Preferred Stock that are beneficially owned by
GS Capital and that are convertible into 8,034,913 shares of Common Stock.
The shares of Common Stock that may be deemed to be beneficially owned by
GS Capital represent approximately 10.9% of the outstanding shares of
Common Stock, based on there being 65,771,393 shares of Common Stock
outstanding as of August 9, 2005, as disclosed by the Company in the August
2005 Offering Prospectus. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Capital. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock which are beneficially
owned by any person other than GS Capital. All outstanding shares of Series
A Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of August 9, 2005, GS Capital will have the
power to vote shares representing approximately 8.8% of the total number of
votes that may be cast on any such matter.
As of August 9, 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)
8,758.176 shares of Series A Preferred Stock that are beneficially owned by
GS Offshore and that are convertible into 2,919,392 shares of Common Stock.
The shares of Common Stock that may be deemed to be beneficially owned by
GS Offshore represent approximately 4.3% of the outstanding shares of
Common Stock, based on there being 65,771,393 shares of Common Stock
outstanding as of August 9, 2005, as disclosed by the Company in the August
2005 Offering Prospectus. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Offshore. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock which are beneficially
owned by any person other than GS Offshore. All outstanding shares of
Series A Preferred Stock are entitled to vote, on an as-converted basis, on
all matters put to a vote or consent of the holders of Common Stock.
Therefore, in any such vote or consent, as of August 9, 2005, GS Offshore
will have the power to vote shares representing approximately 3.2% of the
total number of votes that may be cast on any such matter.
As of August 9, 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)
1,007.799 shares of Series A Preferred Stock that are beneficially owned by
GS Germany and that are convertible into 335,933 shares of Common Stock.
The shares of Common Stock that may be deemed to be beneficially owned by
GS Germany represent approximately 0.5% of the outstanding shares of Common
Stock, based on there being 65,771,393 shares of Common Stock outstanding
as of August 9, 2005, as disclosed by the Company in the August 2005
Offering Prospectus. The foregoing percentage was calculated in accordance
with Rule 13d-3(d)(1) of the Exchange Act, which specifically excludes from
such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Germany. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock which are beneficially
owned by any person other than GS Germany. All outstanding shares of Series
A Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of August 9, 2005, GS Germany will have the
power to vote shares representing approximately 0.4% of the total number of
votes that may be cast on any such matter.
As of August 9, 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)
7,658.45 shares of Series A Preferred Stock that are beneficially owned by
GS Employee and that are convertible into 2,552,816 shares of Common Stock.
The shares of Common Stock that may be deemed to be beneficially owned by
GS Employee represent approximately 3.7% of the outstanding shares of
Common Stock, based on there being 65,771,393 shares of Common Stock
outstanding as of August 9, 2005, as disclosed by the Company in the August
2005 Offering Prospectus. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Employee. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock which are beneficially
owned by any person other than GS Employee. All outstanding shares of
Series A Preferred Stock are entitled to vote, on an as-converted basis, on
all matters put to a vote or consent of the holders of Common Stock.
Therefore, in any such vote or consent, as of August 9, 2005, GS Employee
will have the power to vote shares representing approximately 2.8% of the
total number of votes that may be cast on any such matter.
As of August 9, 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)
794.835 shares of Series A Preferred Stock that are beneficially owned by
Stone Street and that are convertible into 264,945 shares of Common Stock.
The shares of Common Stock that may be deemed to be beneficially owned by
Stone Street represent approximately 0.4% of the outstanding shares of
Common Stock, based on there being 65,771,393 shares of Common Stock
outstanding as of August 9, 2005, as disclosed by the Company in the August
2005 Offering Prospectus. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than Stone Street. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock which are beneficially
owned by any person other than Stone Street. All outstanding shares of
Series A Preferred Stock are entitled to vote, on an as-converted basis, on
all matters put to a vote or consent of the holders of Common Stock.
Therefore, in any such vote or consent, as of August 9, 2005, Stone Street
will have the power to vote shares representing approximately 0.3% of the
total number of votes that may be cast on any such matter.
As of August 9, 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 65,771,393
shares of Common Stock outstanding as of August 9, 2005, as disclosed by
the Company in the August 2005 Offering Prospectus.
As of August 9, 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 65,771,393 shares
of Common Stock outstanding as of August 9, 2005, as disclosed by the
Company in the August 2005 Offering Prospectus.
As of August 9, 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
65,771,393 shares of Common Stock outstanding as of August 9, 2005, as
disclosed by the Company in the August 2005 Offering Prospectus.
As of August 9, 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 65,771,393 shares of Common Stock outstanding as of August
9, 2005, as disclosed by the Company in the August 2005 Offering
Prospectus.
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 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) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
--------------------------------------------------------
Item 6 is hereby amended by adding the following immediately before the
ultimate paragraph thereof:
Lock-Up Agreement. In connection with the August 2005 Sale, on
August 3, 2005, 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 August 3, 2005 and continuing to and including the date that is 90
days after the August 2005 Offering Prospectus Date, without the prior
written consent of the representatives of the August 2005 Underwriters (the
"August 2005 Lock-Up Agreement"). The foregoing description of the August
2005 Lock-Up Agreement is not intended to be complete and is qualified in
its entirety by the complete text of the August 2005 Lock-Up Agreement, a
copy of which is filed as Exhibit 48 hereto.
The responses set forth in Item 4 of this Amendment No. 7 to the
Schedule 13D are incorporated herein by reference in their entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 1 Joint Filing Agreement, dated as of December 28, 2000.*
Exhibit 2 Stock Purchase Agreement, dated as of October 11, 2000, by
and among the Purchasers, Ciba and the Sellers.*
Exhibit 3 $20,680,780 7.5% Recourse Secured Pay-In-Kind Promissory
Note, due December 31, 2004, issued by LXH to Ciba SCC.*
Exhibit 4 $15,631,720 7.5% Recourse Secured Pay-In-Kind Promissory
Note, due December 31, 2004, issued by LXH II to Ciba SCC.*
Exhibit 5 Hexcel Agreement, dated as of October 11, 2000, by and between
the Purchasers and the Company.*
Exhibit 6 Governance Agreement, dated as of December 19, 2000, by and
among the Purchasers, the Company and the other parties listed
on the signature pages thereto.*
Exhibit 7 Registration Rights Agreement, dated as of December 19, 2000,
by and between the Company and the Purchasers.*
Exhibit 8 Pledge Agreement, dated as of December 19, 2000, by LXH in
favor of Ciba SCC.* Exhibit 9 Pledge Agreement, dated as of
December 19, 2000, by LXH II in favor of Ciba SCC.*
Exhibit 10 Power of Attorney, dated as of January 6, 2003, relating to
The Goldman Sachs Group, Inc.*
Exhibit 11 Power of Attorney, dated as of January 6, 2003, relating to
Goldman, Sachs & Co.*
Exhibit 12 Power of Attorney, dated as of March 19, 2003, relating to GS
Advisors 2000, L.L.C.*
Exhibit 13 Power of Attorney, dated as of March 28, 2000, relating to
Goldman, Sachs & Co. oHG.*
Exhibit 14 Power of Attorney, dated as of March 19, 2003, relating to
Goldman, Sachs Management GP GmbH.*
Exhibit 15 Power of Attorney, dated as of February 24, 2003, relating to
GS Employee Funds 2000 GP, L.L.C.*
Exhibit 16 Power of Attorney, dated as of March 19, 2003, relating to
Stone Street 2000, L.L.C.*
Exhibit 17 Power of Attorney, dated as of March 19, 2003, relating to GS
Capital Partners 2000, L.P.*
Exhibit 18 Power of Attorney, dated as of March 19, 2003, relating to GS
Capital Partners 2000 Offshore, L.P.*
Exhibit 19 Power of Attorney, dated as of March 19, 2003, relating to GS
Capital Partners 2000 GmbH & Co. Beteiligungs KG.*
Exhibit 20 Power of Attorney, dated as of March 19, 2003, relating to GS
Capital Partners 2000 Employee Fund, L.P.*
Exhibit 21 Power of Attorney, dated as of March 19, 2003, relating to
Stone Street Fund 2000, L.P.*
Exhibit 22 Power of Attorney, dated as of March 19, 2003, relating to LXH
Holdings Corp.*
Exhibit 23 Power of Attorney, dated as of March 19, 2003, relating to LXH
Holdings, L.P.*
Exhibit 24 Power of Attorney, dated as of March 19, 2003, relating to
LXH, L.L.C.*
Exhibit 25 Power of Attorney, dated as of March 19, 2003, relating to LXH
II, L.L.C.*
Exhibit 26 Stock Purchase Agreement, dated as of December 18, 2002, by
and among the Company and the Limited Partnerships.*
Exhibit 27 Form of Amended and Restated Governance Agreement, among the
Original Purchasers, the Limited Partnerships and the
Company.*
Exhibit 28 Form of Amended and Restated Registration Rights Agreement,
among the Company, the Original Purchasers and the Limited
Partnerships.*
Exhibit 29 Form of Certificate of Designations of Series A Preferred
Stock.*
Exhibit 30 Form of Certificate of Designations of Series B Preferred
Stock.*
Exhibit 31 Power of Attorney, dated as of December 12, 2003, relating to
The Goldman Sachs Group, Inc.*
Exhibit 32 Power of Attorney, dated as of November 19, 2003, relating to
Goldman, Sachs & Co.*
Exhibit 33 Power of Attorney, dated as of August 19, 2004, relating to GS
Advisors 2000, L.L.C.*
Exhibit 34 Power of Attorney, dated as of August 5, 2004, relating to
Goldman, Sachs & Co. oHG.*
Exhibit 35 Power of Attorney, dated as of August 19, 2004, relating to
Goldman, Sachs Management GP GmbH.*
Exhibit 36 Power of Attorney, dated as of August 19, 2004, relating to GS
Employee Funds 2000 GP, L.L.C.*
Exhibit 37 Power of Attorney, dated as of August 23, 2004, relating to
Stone Street 2000, L.L.C.*
Exhibit 38 Power of Attorney, dated as of August 19, 2004, relating to GS
Capital Partners 2000, L.P.*
Exhibit 39 Power of Attorney, dated as of August 19, 2004, relating to GS
Capital Partners 2000 Offshore, L.P.*
Exhibit 40 Power of Attorney, dated as of August 19, 2004, relating to GS
Capital Partners 2000 GmbH & Co. Beteiligungs KG.*
Exhibit 41 Power of Attorney, dated as of August 19, 2004, relating to GS
Capital Partners 2000 Employee Fund, L.P.*
Exhibit 42 Power of Attorney, dated as of August 23, 2004, relating to
Stone Street Fund 2000, L.P.*
Exhibit 43 Power of Attorney, dated as of August 19, 2004, relating to
LXH Holdings Corp.*
Exhibit 44 Power of Attorney, dated as of August 19, 2004, relating to
LXH Holdings, L.P.*
Exhibit 45 Power of Attorney, dated as of August 19, 2004, relating to
LXH, L.L.C.*
Exhibit 46 Power of Attorney, dated as of August 19, 2004, relating to
LXH II, L.L.C.*
Exhibit 47 Lock-Up Agreement, dated December 3, 2004, by LXH, L.L.C., LXH
II, L.L.C., GS Capital Partners 2000, L.P., GS Capital
Partners 2000 Offshore, L.P., GS Capital Partners 2000 GmbH &
Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund,
L.P. and Stone Street Fund 2000, L.P.*
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.
________
* 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.
August 10, 2005
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS ADVISORS 2000, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. OHG
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000
OFFSHORE, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 GMBH &
CO. BETEILIGUNGS KG
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 EMPLOYEE
FUND, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH HOLDINGS CORP.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH HOLDINGS, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH II, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
SCHEDULE II-A-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 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 III
------------
Schedule III is hereby amended and restated in its entirety as follows:
In November 2002, the SEC, the National Association of Securities
Dealers ("NASD") and the New York Stock Exchange, Inc. ("NYSE") alleged
that five broker dealers, including Goldman Sachs, violated Section 17(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Rule 17a-4 thereunder, NYSE Rules 440 and 342 and NASD Rules 3010 and
3110 by allegedly failing to preserve electronic mail communications for
three years and/or to preserve electronic mail communications for the first
two years in an accessible place, and by allegedly having inadequate
supervisory systems and procedures in relation to the retention of
electronic mail communications. Without admitting or denying the
allegations, the five broker dealers, including Goldman Sachs, consented to
censure by the SEC, NASD and NYSE and to the imposition of a
cease-and-desist order by the SEC and Goldman Sachs paid a total fine of
$1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also
undertook to review its procedures regarding the preservation of electronic
mail communications for compliance with the federal securities laws and
regulations and the rules of the NASD and NYSE, and to confirm within a
specified period of time that it has established systems and procedures
reasonably designed to achieve compliance with those laws, regulations and
rules.
On April 28, 2003, without admitting or denying liability, ten
investment banking firms including Goldman Sachs, entered into global
settlements with the SEC, the NYSE, the NASD and certain states to resolve
the investigations relating to equity research analyst conflicts of
interest. Goldman Sachs was charged with violating NYSE Rules 342, 401, 472
and 475, and NASD Conduct Rules 2110, 2210 and 3010. Goldman Sachs also
agreed to a censure by the NYSE and the NASD and to pay a total of
$110,000,000 and to adopt a set of industry-wide reforms of its research
and investment banking businesses and to adopt certain restrictions on the
allocations of "hot" IPO shares. The terms of the global settlement were
entered in an order by a federal court in the Southern District of New York
on October 31, 2003 (Civil Action Number 03CV2944).
On September 4, 2003, Goldman Sachs and the SEC settled administrative
proceedings relating to certain trading in U.S. Treasury securities by
Goldman Sachs on the morning of October 31, 2001. The Staff of the SEC
alleged that Goldman Sachs violated (i) Section 15(c)(1) and Rule 15c1-2 of
the Exchange Act as a result of certain trading in U.S. Treasury bonds over
an eight minute period on October 31, 2001; and (ii) Section 15(f) of the
Exchange Act by failing to maintain policies and procedures specifically
addressed to the possible misuse of non-public information obtained from
outside consultants. Under the Offer of Settlement submitted by Goldman
Sachs and accepted by the SEC, without admitting or denying the SEC's
allegations, Goldman Sachs consented to the entry of an Order that, among
other things, (i) censured Goldman Sachs; (ii) directed Goldman Sachs to
cease and desist from committing or causing any violations of Section
15(c)(1)(A) & (C) and 15(f) and Rule 15c1-2 of the Exchange Act; (iii)
ordered Goldman Sachs to pay disgorgement and prejudgment interest in the
amount of $1,742,642, and a civil monetary penalty of $5 million; and (iv)
directed Goldman Sachs to conduct a review its policies and procedures and
to adopt, implement and maintain policies and procedures consistent with
the Order and that review. Goldman Sachs also undertook to pay $2,562,740
in disgorgement and interest relating to certain trading in U.S. Treasury
bond futures during the same eight minute period.
On July 1, 2004, Goldman Sachs and the SEC settled administrative
proceedings relating to communications from Goldman Sachs sales traders on
its Asian Shares Sales Desk to certain institutional customers and news
media concerning four international public securities offerings during the
period between October 1999 and March 2000. The SEC alleged (i) that
certain of these communications by Goldman Sachs employees were made after
the registration statements pertaining to those offerings were filed, but
not yet declared effective by the SEC, in violation of Section 5(b) of the
Securities Act and (ii) that certain comments to the news media by Goldman
Sachs with respect to one of the offerings constituted an offer to sell
securities in violation of Section 5(c) of the Securities Act. The SEC also
alleged that Goldman Sachs failed to adequately supervise the Asian Shares
Sales Desk traders, as required by Section 15(b)(4)(E) of the Exchange Act.
Under the Offer of Settlement submitted by Goldman Sachs and accepted by
the SEC, without admitting or denying the SEC's allegations, Goldman Sachs
consented to the entry of an Order that, among other things, directed
Goldman Sachs to cease and desist from committing or causing any violations
of Sections 5(b) and 5(c) of the Securities Act, and ordered Goldman Sachs
to pay a civil monetary penalty of $2 million.
On January 24, 2005, the SEC filed an action in the U.S. District Court for
the Southern District of New York alleging that Goldman Sachs violated Rule
101 of Regulation M under the Exchange Act by attempting to induce, or
inducing certain investors to make, aftermarket purchases of certain
initial public offerings underwritten by Goldman Sachs during 2000. On
February 4, 2005, without admitting or denying the allegations of the
complaint, a final judgment was entered against Goldman Sachs, with the
consent of Goldman Sachs, under which Goldman Sachs was permanently
restrained and enjoined from violating Rule 101 of Regulation M and
required to pay a $40 million civil penalty, which was paid on March 31,
2005.