EX-99 2 exhibit_a.txt OSS O.S.S. Capital Management LP 598 Madison Avenue New York, NY 10022-1603 Tel. (212) 756-8700 Fax. (212) 756-8701 July 25, 2007 Mr. David Berges Chairman and Chief Executive Officer Hexcel Corporation Two Stamford Plaza 281 Tresser Boulevard Stamford, CT 06901 Dear David: On May 10, 2007, at your invitation, we presented our analysis of Hexcel's operating performance to the Board of Directors. At the conclusion of that meeting, you informed us that we could expect to hear from you in the near term. Yet, two and one-half months have transpired and we have heard nothing from you. We are frustrated by the lack of a response to our concerns and more acutely, Hexcel's continued underperformance. Throughout our tenure as shareholders, management has communicated that Hexcel is a margin expansion story. However, despite sales increasing 5.8% year over year in the second quarter, Hexcel's gross margin declined from 24.6% of sales to 24.3% of sales during the same timeframe. We are frustrated by management's continued reference to "one-off' items as an excuse for the company's underperformance. We believe the problem at Hexcel is management's inability to efficiently manage the asset base. The company's margins are too low and the promised margin expansion story is being wasted away. In summary, we re-iterate that (1) Hexcel is under-earning, (2) management is not addressing this shortfall in earnings, and (3) shareholders are suffering as a result. 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 that the Board form a committee of independent directors to retain an independent investment bank that can advise as to how shareholder value can best be maximized. We respectfully request that the Board respond to our analysis and our concerns in an expedited fashion. 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 W. Kim Foster Jeffrey A. Graves David C. Hurley David L. Pugh