EX-99 3 exh2.txt LETTER TO DAVID BERGES - APRIL 26, 2007 O.S.S. Capital Management LP 598 Madison Avenue New York, NY 10022-1 603 Tel. (212) 756-8700 Fax. (21 2) 756-8701 April 26, 2007 Mr. David Berges Chairman and Chief Executive Officer Hexcel Corporation Two Stamford Plaza 281 Tresser Boulevard Stamford, CT 06901 Dear David: Thank you for visiting our office on April 9th. The answers we received reinforced our views outlined in our letter dated March 9, 2007 (which is attached) that (1) Hexcel is under-earning, (2) management is not addressing the shortfall in earnings, and (3) the shareholders are suffering from this situation. We think that Hexcel would benefit from an independent review of its prospects and strategy with a view toward taking action to maximize shareholder value. To accomplish this, we request a committee of independent directors be formed and that the committee retain an independent investment bank to advise as to how shareholder value can best be maximized. We are filing a schedule 13D with the Securities and Exchange Commission disclosing our ownership of 4,810,900 shares of Hexcel stock. This letter and our earlier letter will be attached to that filing. We look forward to the Board's response. Sincerely, ---------------------- ----------------------- --------------------- Oscar S. Schafer Andrew J. Goffe Peter J. Grondin cc: Joel S. Beckman H. Arthur Bellows Lynn Brubaker Jeffrey C. Campbell Sandra L. Derickson David C. Hurley David L. Pugh