-----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, LEBOkh0QdsGbAt/f6metXNFyDyTwmQLdTelWa6V+JncfEevRJ1lZTpGA0+GY5aaY U56vq6whlyhNFDgyNV08fg== 0000912057-02-000903.txt : 20020413 0000912057-02-000903.hdr.sgml : 20020413 ACCESSION NUMBER: 0000912057-02-000903 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020110 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEXCEL CORP /DE/ CENTRAL INDEX KEY: 0000717605 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 941109521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08472 FILM NUMBER: 2506161 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 8-K 1 a2067600z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 10, 2002 (January 4, 2002) ----------------------------------------- Date of report (Date of earliest event reported) Hexcel Corporation -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-8472 94-1109521 - -------------------------------------------------------------------------------------------- (State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901-3238 ------------------------------------------------------ (Address of Principal Executive Offices and Zip Code) (203) 969-0666 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. OTHER EVENTS. ------------ A copy of the press release issued by Hexcel Corporation, a Delaware corporation (the "Company"), on January 4, 2002 is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference. A copy of a waiver dated as of December 31, 2001, relating to the Company's senior credit facility, is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------- (c) Exhibits 99.1 Press Release issued by the Company on January 4, 2002. 99.2 Waiver, dated as of December 31, 2001, to the Second Amended and Restated Credit Agreement, dated as of September 15, 1998, among Hexcel Corporation and the Foreign Borrowers from time to time party thereto, the banks and other financial institutions from time to time parties thereto, Citibank, N.A., as Documentation Agent, and Credit Suisse First Boston, as Administrative Agent. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEXCEL CORPORATION Date: January 10, 2002 /s/ Stephen C. Forsyth ---------------------- Stephen C. Forsyth Executive Vice President and Chief Financial Officer 2 EXHIBIT INDEX EXHIBIT NO. Description 99.1 Press Release issued by the Company on January 4, 2002. 99.2 Waiver, dated as of December 31, 2001, to the Second Amended and Restated Credit Agreement, dated as of September 15, 1998, among Hexcel Corporation and the Foreign Borrowers from time to time party thereto, the banks and other financial institutions from time to time parties thereto, Citibank, N.A., as Documentation Agent, and Credit Suisse First Boston, as Administrative Agent. 3 EX-99.1 3 a2067600zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO FOR HEXCEL] - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- Hexcel Corporation, 281 Tresser Boulevard, Stamford, CT 06901 (203) 969-0666 - -------------------------------------------------------------------------------- CONTACT: INVESTORS: STEPHEN C. FORSYTH (203) 969-0666 EXT. 425 STEPHEN.FORSYTH@HEXCEL.COM MEDIA: MICHAEL BACAL (203) 969-0666 EXT. 426 michael.bacal@hexcel.com SENIOR CREDIT FACILITY WAIVER STAMFORD, CT, January 4, 2002 - Hexcel Corporation (NYSE/PCX: HXL) today announced that its senior credit facility bank syndicate has agreed to waive any and all financial covenant defaults under the facility for the period December 31, 2001 through January 31, 2002. Hexcel is currently in negotiations regarding certain amendments to its senior credit facility to reflect anticipated business conditions in 2002. Hexcel Corporation is the world's leading advanced structural materials company. It develops, manufactures and markets lightweight, high-performance reinforcement products, composite materials and engineered products for use in commercial aerospace, space and defense, electronics, and industrial applications. DISCLAIMER ON FORWARD LOOKING STATEMENTS This press release contains statements that are forward looking relating to the negotiation of an amendment to the terms of the company's senior credit facility to reflect anticipated business conditions in 2002. As stated in the liquidity section of the company's third quarter, 2001 Form 10Q, there can be no assurance that such relief will be obtained, or as to the terms under which Hexcel and its senior credit facility bank syndicated will enter into an amendment. Additional risk factors are described in the Company's filings with the SEC. The Company does not undertake an obligation to update its forward-looking statements EX-99.2 4 a2067600zex-99_2.txt EXHIBIT 99.2 EXHIBIT 99.2 WAIVER WAIVER, dated as of December 31, 2001 (this "WAIVER"), to the Second Amended and Restated Credit Agreement, dated as of September 15, 1998 (as amended, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among Hexcel Corporation (the "COMPANY") and the Foreign Borrowers from time to time party thereto (together with the Company, the "BORROWERS"), the banks and other financial institutions from time to time parties thereto (the "LENDERS"), Citibank, N.A., as Documentation Agent, and Credit Suisse First Boston, as Administrative Agent (the "ADMINISTRATIVE AGENT"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make and have made certain loans and other extensions of credit to the Borrowers; WHEREAS, the Borrowers may be in default of certain financial covenants contained in the Credit Agreement; WHEREAS, the Borrowers have requested that, during the period commencing on December 31, 2001 and ending on January 31, 2002, the Lenders waive certain provisions of the Credit Agreement and each Lender signatory hereto, solely in its individual capacity as a Lender (and not as the Administrative Agent or the Documentation Agent) under the Credit Agreement has agreed to waive such provisions on the terms and subject to the conditions herein provided; NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and mutual agreements contained herein, the parties hereto hereby agree as follows: SECTION 1. DEFINED TERMS 1.1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as defined therein. SECTION 2. WAIVER; INCREASE IN APPLICABLE MARGIN 2.1. WAIVER. As of the Effective Date and solely for the period through January 31, 2002 (the "Waiver Period"), the Majority Lenders signatory hereto waive any Default or Event of Default under Section 15(c) of the Credit Agreement resulting from the Borrower's failure to comply with any one or more of the covenants set forth in Section 14.1 of the Credit Agreement for the periods ending on December 31, 2001 and as of December 31, 2001, as the case may be. 2.2. INCREASE IN APPLICABLE MARGIN. During the Waiver Period, the Applicable Margin shall be increased by 1.0% (one percent) over that which would otherwise be in effect from time to time under the Credit Agreement. SECTION 3. MISCELLANEOUS 3.1. CONDITIONS TO EFFECTIVENESS OF WAIVER. This Waiver shall become effective on the date (the "EFFECTIVE DATE") upon which the Administrative Agent shall have received counterparts hereof, duly executed and delivered by each Borrower, the Administrative Agent, each Subsidiary Guarantor and the Majority Lenders. 3.2. REPRESENTATIONS AND WARRANTIES. The Company, as of the date hereof after giving effect to the waiver contained herein, hereby confirms, reaffirms and restates the representations and warranties made by it and each Foreign Borrower in Subsection 11 of the Credit Agreement and otherwise in the Credit Documents to which it is a party; PROVIDED that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Waiver. 3.3. LIMITED EFFECT. The execution, delivery and effectiveness of this Waiver shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver or amendment of any other provisions of any of the Credit Documents. Except as expressly modified herein, all of the provisions and covenants of the Credit Agreement and the other Credit Documents are and shall continue to remain in full force and effect in accordance with the terms thereof and are hereby in all respects ratified and confirmed. 3.4. COUNTERPARTS. This Waiver may be executed by one or more of the parties hereto in any number of separate counterparts (which may include counterparts delivered by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Any executed counterpart delivered by facsimile transmission shall be effective as for all purposes hereof. 3.5. GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 2 IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. HEXCEL COMPOSITES S.A. (Belgium) HEXCEL COMPOSITES S.A. (France) HEXCEL COMPOSITES GMBH (Austria) HEXCEL COMPOSITES, S.A. (Spain) HEXCEL CORPORATION HEXCEL (U.K.) LIMITED HEXCEL HOLDINGS (U.K.) LIMITED HEXCEL COMPOSITES LIMITED HEXCEL S.A. (France) HEXCEL FABRICS S.A. HEXCEL COMPOSITES GMBH (Germany) By:_________________________ Title: 3 CREDIT SUISSE FIRST BOSTON, as Administrative Agent and Lead Arranger By: ------------------------------------------------- Name: Sharon M. Meadows Title: Managing Director By: ------------------------------------------------- Name: Karl Studer Title: Director CITIBANK, N.A., as Documentation Agent and as a Lender By: ------------------------------------------------- Name: Title: CREDIT SUISSE FIRST BOSTON, as a Lender By: ------------------------------------------------- Name: Sharon M. Meadows Title: Managing Director By: ------------------------------------------------- Name: Karl Studer Title: Director [Other Bank Signature Blocks] 4 The undersigned Subsidiary Guarantors do hereby consent and agree to the execution and delivery of this Waiver: HEXCEL INTERNATIONAL HEXCEL OMEGA CORPORATION HEXCEL BETA CORP. CLARK-SCHWEBEL HOLDING CORP. CLARK-SCHWEBEL CORPORATION CS TECH-FAB HOLDING, INC. By: -------------------------- Title: 5 -----END PRIVACY-ENHANCED MESSAGE-----