-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3j8xiwhy6NA2/D/EkbRDBHyWZZVJUpI31WsIAeVfsPNFJcmcqwL6iQ79mNy4zuX BINEF4a5HSOhnSU4hh5rRg== 0000895345-05-000840.txt : 20050811 0000895345-05-000840.hdr.sgml : 20050811 20050811192810 ACCESSION NUMBER: 0000895345-05-000840 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050809 FILED AS OF DATE: 20050811 DATE AS OF CHANGE: 20050811 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEXCEL CORP /DE/ CENTRAL INDEX KEY: 0000717605 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 941109521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: 281 TRESSER BLVD., 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-969-0666 MAIL ADDRESS: STREET 1: TWO STAMFORD PLAZA STREET 2: 281 TRESSER BLVD., 16TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SACERDOTE PETER M CENTRAL INDEX KEY: 0001029642 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08472 FILM NUMBER: 051018765 BUSINESS ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129027202 4 1 rs4-hexcel_sacerdoteex.xml X0202 4 2005-08-09 0 0000717605 HEXCEL CORP /DE/ HXL 0001029642 SACERDOTE PETER M C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 Common Stock 2005-08-09 4 C 0 4673162 3.00 A 8104262 I See Footnote Common Stock 2005-08-09 4 S 0 8098002 18.00 D 6260 I See Footnote Series A Convertible Preferred Stock 3.00 2005-08-09 4 C 0 4801 0 D 2003-03-19 2010-01-22 Common Stock 1600332 42324 I See footnotes Series B Convertible Preferred Stock 3.00 2005-08-09 4 C 0 47125 0 D 2003-03-19 2010-01-22 Common Stock 3072830 0 I See footnotes The Reporting Person is an advisory director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of his pecuniary interest therein, if any. On August 9, 2005, immediately prior to the consummation of the registered public offering of shares of Hexcel Corporation (the "Company") common stock, par value $0.01 per share (the "Common Stock"), pursuant to the final prospectus filed by the Company on August 4, 2005 pursuant to Rule 424(b) of the Securities Act of 1933, as amended, which offering was consummated on August 9, 2005 (the "August 2005 Offering"), 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") and Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital, GS Offshore, GS Germany and GS Employee, the "Limited Partnerships") converted (i) an aggregate of 4,801 shares of Series A Convertible Preferred Stock, without par value (the "Series A Preferred Stock"), (continued in next footnote) of the Company into an aggregate of 1,600,332 shares of Common Stock and (ii) an aggregate of 47,125 shares of Series B Convertible Preferred Stock, without par value (the "Series B Preferred Stock"), of the Company into an aggregate of 3,072,830 shares of Common Stock (the "Conversion"). The conversion rates of both the Series A Preferred Stock and the Series B Preferred Stock are determined using a conversion price of $3.00 (subject to adjustment in certain circumstances as specified in the applicable Certificates of Designations relating to such series of preferred stock). On this basis, (i) each share of Series A Preferred Stock is convertible into a number of shares of Common Stock equal to $1,000/$3.00 and (ii) each share of Series B Preferred Stock is convertible into a number of shares of Common Stock equal to $195.618/$3.00. Pursuant to an Underwriting Agreement, dated August 3, 2005, and in connection with the consummation of the August 2005 Offering, LXH, L.L.C. ("LXH"), LXH II, L.L.C. ("LXH II" and, together with LXH, the "LXH Entities") and the Limited Partnerships sold an aggregate of 8,098,002 shares of Common Stock, consisting of 2,661,379 shares of Common Stock sold by GS Capital, 967,233 shares of Common Stock sold by GS Offshore, 111,148 shares of Common Stock sold by GS Germany, 845,706 shares of Common Stock sold by GS Employee, 87,696 shares of Common Stock sold by Stone Street, 1,950,523 shares of Common Stock sold by LXH and 1,474,317 shares of Common Stock sold by LXH II. GS Group and Goldman Sachs may be deemed to beneficially own indirectly 74 shares of Common Stock by reason of the beneficial ownership of such shares by the LXH Entities and the Limited Partnerships, in each case, of which Goldman Sachs or affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member, member, manager or investment manager. In addition, GS Group may be deemed to beneficially own 6,186 shares of Common Stock which were granted pursuant to the Hexcel Corporation 2003 Incentive Stock Plan, consisting of 3,093 shares of phantom stock granted to each of the Reporting Person and Sanjeev K. Mehra, a managing director of Goldman Sachs, in their capacity as directors of the Company. GS Group and Goldman Sachs may be deemed to beneficially own indirectly 42,324 shares of Series A Preferred Stock by reason of the beneficial ownership of such shares by the Limited Partnerships. As a result of the Conversion, GS Group and Goldman Sachs no longer beneficially own, either directly or indirectly, any shares of Series B Preferred Stock. /s/ Ted Chang, Attorney-in-Fact 2005-08-11 -----END PRIVACY-ENHANCED MESSAGE-----