-----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, BslDkOYi80D3cRqN/UcZQasHiZOszBMcwb+ZgefPzoKdxfEs8D1dVHMjhEiD+L/t DTrgl+cV4RYevUnVR6XbDg== 0000895345-06-000357.txt : 20060320 0000895345-06-000357.hdr.sgml : 20060320 20060320171546 ACCESSION NUMBER: 0000895345-06-000357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060320 DATE AS OF CHANGE: 20060320 GROUP MEMBERS: GOLDMAN, SACHS &CO. GROUP MEMBERS: GOLDMAN, SACHS &CO.OHG GROUP MEMBERS: GOLDMAN, SACHS MANAGEMENT GP G GROUP MEMBERS: GS ADVISORS 2000, L.L.C. GROUP MEMBERS: GS CAPITAL PARTNERS 2000 EMPLO GROUP MEMBERS: GS CAPITAL PARTNERS 2000 GMBH GROUP MEMBERS: GS CAPITAL PARTNERS 2000 OFFSH GROUP MEMBERS: GS CAPITAL PARTNERS 2000, L.P. GROUP MEMBERS: GS EMPLOYEE FUNDS 2000 GP, L.L GROUP MEMBERS: LXH HOLDINGS CORP. GROUP MEMBERS: LXH HOLDINGS, L.P. GROUP MEMBERS: LXH II, L.L.C. GROUP MEMBERS: LXH, L.L.C. GROUP MEMBERS: STONE STREET 2000, L.L.C. GROUP MEMBERS: STONE STREET FUND 2000, L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39355 FILM NUMBER: 06699357 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 rs13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Hexcel Corporation - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock (Par Value $0.01 Per Share) - ------------------------------------------------------------------------------ (Title of Class of Securities) 428291 10 8 - ------------------------------------------------------------------------------ (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 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) March 15, 2006 - ------------------------------------------------------------------------------ (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
EX-99.49 2 rsex99_49.txt EXHIBIT 99.49 EXECUTION COPY HEXCEL CORPORATION LOCK-UP AGREEMENT February [ ], 2006 Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Re: Hexcel Corporation - Lock-Up Agreement -------------------------------------- Ladies and Gentlemen: The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the "Underwriters"), with Hexcel Corporation, a Delaware corporation (the "Company") and certain stockholders (the "Selling Stockholders"), providing for a public offering of the Common Stock of the Company (the "Shares") owned by the Selling Stockholders pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the "SEC"). In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date hereof and continuing to and including the date 90 days after the date of the final prospectus covering the public offering of the Shares (the "Lock-Up Period"), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned's Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) with the prior written consent of the Representatives on behalf of the Underwriters. Furthermore, the undersigned may transfer up to the number of shares set forth opposite its name on the schedule attached hereto as Exhibit A after the date that is 60 days after the date of the final prospectus covering the public offering of shares. In addition, the Undersigned may exercise securities convertible into shares of Common Stock of the Company as of the date of the Underwriting Agreement, it being understood that any shares of Common Stock acquired by the Undersigned in connection with such exercise or conversion shall be subject to this Lock-Up Agreement. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation or other entity, the undersigned may transfer the capital stock of the Company to any wholly-owned subsidiary or other affiliate of the undersigned; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clause (i), (ii), or (iii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned's Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. Notwithstanding anything herein to the contrary, Goldman, Sachs & Co. and its affiliates (other than the Undersigned) may engage in brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage, principal investing and other similar activities conducted in the ordinary course of their or their affiliates' business. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors, and assigns. This Lock-Up Agreement shall automatically terminate and will be of no further force and effect upon the occurrence of either of the following: (i) if a final prospectus relating to the public offering of Shares dated on or before April 1, 2006 has not been filed or disseminated by such date or (ii) if the final prospectus covering the public offering of the Shares is dated on or before April 1, 2006 and the Underwriting Agreement has been executed, then if the Underwriting Agreement is terminated at any time prior to the expiration of the Lock-Up Period. Very truly yours, GS Capital Partners 2000, L.P By: GS Advisors 2000, L.L.C. Its General Partner /s/ John E. Bowman ----------------------------------- Authorized Signature John E. Bowman, Vice President ----------------------------------- Title Very truly yours, GS Capital Partners 2000 Offshore, L.P By: GS Advisors 2000, L.L.C. Its General Partner /s/ John E. Bowman ----------------------------------- Authorized Signature John E. Bowman, Vice President ----------------------------------- Title Very truly yours, GS Capital Partners 2000 GmbH & Co. Beteiligungs KG. By: Goldman, Sachs Management GP GmbH Its General Partner /s/ John E. Bowman ----------------------------------- Authorized Signature John E. Bowman, Managing Director ----------------------------------- Title Very truly yours, GS Capital Partners 2000 Employee Fund, L.P. By: GS Employee Funds 2000 GP, L.L.C. Its General Partner /s/ John E. Bowman ----------------------------------- Authorized Signature John E. Bowman, Vice President ----------------------------------- Title Very truly yours, Stone Street Fund 2000, L.P. By: Stone Street 2000, L.L.C. Its General Partner /s/ John E. Bowman ----------------------------------- Authorized Signature John E. Bowman, Vice President ----------------------------------- Title Very truly yours, LXH, L.L.C. /s/ John E. Bowman ----------------------------------- Authorized Signature John E. Bowman, Vice President ----------------------------------- Title Very truly yours, LXH II, L.L.C. /s/ John E. Bowman ----------------------------------- Authorized Signature John E. Bowman, Vice President ----------------------------------- Title EXHIBIT A Shares Eligible for Transfer After 60 Days ------------------------------------------ Selling Shareholder Number of ------------------- --------- Shares ------ GS Capital Partners 2000, L.P. 730,447 GS Capital Partners 2000 Offshore, L.P. 265,399 GS Capital Partners 2000 GmbH & Co. Beteiligungs KG 30,539 GS Capital Partners 2000 Employee Fund, L.P. 232,074 Stone Street Fund 2000, L.P. 24,086 LXH, L.L.C. 4 LXH II, L.L.C. 3 Greenbriar Equity Fund, L.P. 421,973 Greenbriar Co-Investment, L.P. 8,417 Berkshire Fund V, Limited Partnership 195,606 Berkshire Fund VI, Limited Partnership 212,472 Berkshire Investors LLC 22,311 -----END PRIVACY-ENHANCED MESSAGE-----