SC 13D/A 1 0001.txt AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Hexcel Corporation ------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share ------------------------- (Title of Class of Securities) 428290 10 0 ---------- (CUSIP Number) Oliver Strub, Esq. John J. McGraw, Esq. Ciba Specialty Chemicals Ciba Specialty Chemicals Holding Inc. Corporation Ciba Specialty Chemicals Inc. P.O. Box 2005 Klybeckstrasse 141 560 White Plains Road CH - 4002, Basel Tarrytown, New York 10591 Switzerland (914) 785-2000 41-61-696-3415 ----------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) With a copy to: Philip A. Gelston, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 ------------------------- December 19, 2000 (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: [ ] * 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 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). (Continued on following page(s)) CUSIP No. 428290 10 0 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Ciba Specialty Chemicals Holding Inc. 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds (See Instructions) OO* 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Switzerland Number of 7 Sole Voting Power Shares 0 Beneficially 8 Shared Voting Power Owned by Each 0 Reporting 9 Sole Dispositive Power Person with 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,496,748** 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 9.46%** 14 Type of Reporting Person (See Instructions) HC, CO * No purchase of securities is being made in connection with the filing of this Schedule 13D. ** Ciba Specialty Chemicals Inc., which holds 0 shares, and Ciba Specialty Chemicals Corporation, which holds 3,496,748 shares, are each wholly owned subsidiaries of Ciba Specialty Chemicals Holding Inc. CUSIP No. 428290 10 0 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Ciba Specialty Chemicals Inc. 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds (See Instructions) OO* 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Switzerland Number of 7 Sole Voting Power Shares 0 Beneficially 8 Shared Voting Power Owned by Each 0 Reporting 9 Sole Dispositive Power Person with 0 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0** 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 0%** 14 Type of Reporting Person (See Instructions) HC, CO * No purchase of securities is being made in connection with the filing of this Schedule 13D. ** Ciba Specialty Chemicals Inc. is a wholly owned subsidiary of Ciba Specialty Chemicals Holding Inc. and an affiliate of Ciba Specialty Chemicals Corporation, which holds 3,496,748 shares. CUSIP No. 428290 10 0 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Ciba Specialty Chemicals Corporation I.R.S. No. 13-3904291 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds (See Instructions) OO* 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of 7 Sole Voting Power Shares 3,496,748 Beneficially 8 Shared Voting Power Owned by Each 0 Reporting 9 Sole Dispositive Power Person with 3,496,748 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 3,496,748** 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 9.46%** 14 Type of Reporting Person (See Instructions) CO * No purchase of securities is being made in connection with the filing of this Schedule 13D. ** Ciba Specialty Chemicals Corporation is a wholly owned subsidiary of Ciba Specialty Chemicals Holding Inc. and an affiliate of Ciba Specialty Chemicals Inc., which holds 0 shares. This Amendment No. 5 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 4, 1995, as amended by Amendment No. 1 thereto filed on March 8, 1996, Amendment No. 2 thereto filed on March 18, 1997, Amendment No. 3 thereto filed on August 21, 2000 and Amendment No. 4 thereto filed on October 11, 2000 (collectively, the "Statement"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Statement. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended by the following: On December 19, 2000, Ciba Specialty Chemicals Inc. ("SCI") and Ciba Specialty Chemicals Corporation ("SCC", and together with SCI, the "Sellers") sold 9,204,503 shares and 5,320,497 shares, respectively, of Common Stock to LXH, L.L.C. ("LXH") and LXH II, L.L.C. ("LXH II", and together with LXH, the "Purchasers") pursuant to a Stock Purchase Agreement dated as of October 11, 2000, by and between the Purchasers, Ciba Specialty Chemicals Holding Inc., and the Sellers (the "Stock Purchase Agreement"). As a result of the consummation of the transactions contemplated by the Stock Purchase Agreement, SCI and SCC currently own 0 shares and 3,496,748 shares, respectively, of Common Stock, and LXH and LXH II currently own 8,272,312 shares and 6,252,688 shares, respectively, of Common Stock. Following the consummation of the transactions contemplated by the Stock Purchase Agreement, SCI intends to investigate alternatives for disposing of its remaining shares of Common Stock. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated December 19, 2000 CIBA SPECIALTY CHEMICALS HOLDING INC., by /s/ Hans-Ulrich Muller by /s/ Oliver Strub ---------------------------- ---------------------------- Name: Hans - Ulrich Muller Name: Oliver Strub Title: Secretary to the Board Title: Corporate Counsel After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated December 19, 2000 CIBA SPECIALTY CHEMICALS INC., by /s/ Hans-Ulrich Muller by /s/ Oliver Strub ---------------------------- ---------------------------- Name: Hans - Ulrich Muller Name: Oliver Strub Title: General Counsel Title: Corporate Counsel After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated December 19, 2000 CIBA SPECIALTY CHEMICALS CORPORATION, by /s/ John J. McGraw ---------------------------- Name: John J. McGraw Title: Vice President, General Counsel and Secretary