-----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, EqgEI4Sa+N0TFNK+El/lZFYeJSpQFaCgj/m3Qs2Fwf3fOl4cMCmVdsgkymkXTWSE cSPh7YFm+GxE7osLupXteg== 0000902664-08-001823.txt : 20080421 0000902664-08-001823.hdr.sgml : 20080421 20080421163411 ACCESSION NUMBER: 0000902664-08-001823 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080421 DATE AS OF CHANGE: 20080421 EFFECTIVENESS DATE: 20080421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSS CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001218321 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08472 FILM NUMBER: 08767273 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 DFAN14A 1 p08-0881dfan14a.htm HEXCEL CORPORATION

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

 

 

Filed by the Registrant   o

 

 

Filed by a Party other than the Registrant   x

 

 

Check the appropriate box:

 

 

o

Preliminary Proxy Statement

 

 

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

o

Definitive Proxy Statement

 

 

x

Definitive Additional Materials

 

 

o

Soliciting Material Pursuant to §240.14a-12

 

 

HEXCEL CORPORATION

 

 

 

(Name of Registrant as Specified In Its Charter)

 

 

 

O.S.S. CAPITAL MANAGEMENT LP

OSCAR S. SCHAFER & PARTNERS I LP

OSCAR S. SCHAFER & PARTNERS II LP

O.S.S. OVERSEAS FUND LTD.

O.S.S. ADVISORS LLC

SCHAFER BROTHERS LLC

OSCAR S. SCHAFER

PETER J. GRONDIN

EDWARD A. BLECHSCHMIDT

TIMOTHY D. LEULIETTE

JOACHIM V. HIRSCH

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

 

Payment of Filing Fee (Check the appropriate box):

 

x

No fee required.

 

 

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

 

 

 

 

 

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

 

 

 

 

 

 

(5)

Total fee paid:

 

 

 

 

 

 

 

 

 

 

 

 

o

Fee paid previously with preliminary materials.

 

 

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

(1)

Amount Previously Paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

 

 

 

 

 

 

 

 

 

(3)

Filing Party:

 

 

 

 

 

 

 

 

 

 

 

 

    

(4)         

Date Filed:

 

 

 

 

 

 

 

 

 

 

 

OSS CAPITAL MANAGEMENT ISSUES PRESENTATION TO HEXCEL SHAREHOLDERS

Presentation Details How Raising Hexcel's Composite Operating Margins to Levels

Similar to Peers Could Result in Improvements in Corporate Operating Income of Over

$60 Million

NEW YORK, NY, April 21, 2008 -- OSS Capital Management LP ("OSS Capital"), which beneficially owns approximately 5.3 million common shares of Hexcel Corporation (NYSE: HXL), representing over 5.5% of the Company's outstanding shares, issued a presentation on April 18, 2008 to Hexcel shareholders supporting OSS Capital's call to elect three director nominees proposed by OSS Capital. These nominees will enhance the relevant expertise of the Hexcel Board in order to give Hexcel senior management more complete resources to expand margins; increase Hexcel's competitive edge; and operate in a more efficient, global, and cost competitive manner. The presentation was issued in a filing with the Securities and Exchange Commission.

The presentation focuses on the substantial and continuing shortfall in Hexcel's operating margins as compared to its peers. If Hexcel realized operating margins similar to its peers, its annual operating income could be over $60 million higher, which would lead to significant enhanced value for shareholders.

Oscar S. Schafer, Managing General Partner of OSS Capital said, "Hexcel's margins in the composite business are just too low. The company is underperforming and needs help now. The three business executives that OSS Capital is proposing are committed to helping Hexcel increase margins. They are independent business executives with proven expertise in industrial global markets, cost cutting, and building shareholder value."

-Shareholder Presentation Attached-

 

 

 

 -----END PRIVACY-ENHANCED MESSAGE-----