-----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, C8SCG6S2/OS/nXGB8j4D16n2zvfNLLr5VfwR3rJ4EkAnvNhvXKYEUgnlqd5bQ5A1 Fr/Lb4M74+9bZhpl4iOafA== 0000950172-03-000738.txt : 20030310 0000950172-03-000738.hdr.sgml : 20030310 20030310164815 ACCESSION NUMBER: 0000950172-03-000738 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030310 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030310 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: 03598283 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 ny406919.txt FORM 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 March 10, 2003 (March 7, 2003) __________________________________________ ___ Date of report (Date of earliest event reported) Hexcel Corporation ______________________________________________________ (Exact Name of Registrant as Specified in Charter) Delaware 1-8472 94-1109521 ______________________ ____________________ __________________ (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) Incorporation) Two Stamford Plaza 281 Tresser Boulevard Stamford, Connecticut 06901-3288 ____________________________________________________________ (Address of Principal Executive Offices) (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 March 7, 2003 is filed as Exhibit 99.1 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 March 7, 2003. 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. Date: March 10, 2003 HEXCEL CORPORATION By: /s/Stephen C. Forsyth ------------------------------- Name: Stephen C. Forsyth Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by the Company on March 7, 2003. EX-99 3 hexcelex99.txt EXHIBIT 99.1 Exhibit 99.1 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 HEXCEL CORPORATION PRICES $125 MILLION SENIOR SECURED NOTE OFFERING Proceeds will be used to repay amounts outstanding under its existing senior credit facility STAMFORD, CT, March 7, 2003 - Hexcel Corporation (NYSE/PCX: HXL) today announced that it has priced $125.0 million in principal amount of 9-7/8% Senior Secured Notes due 2008. The notes will be issued at a slight discount, resulting in an effective yield of 10-1/8% and gross proceeds to Hexcel of $123,690,000. The notes will be secured on a first-priority basis by substantially all of Hexcel's domestic fixed assets and will be guaranteed by Hexcel's material domestic subsidiaries. The proceeds from the notes will be used to repay amounts outstanding under Hexcel's existing senior credit facility. The offering is conditioned upon the refinancing of Hexcel's existing senior credit facility and the consummation of Hexcel's previously announced preferred stock financing. Hexcel expects this private offering, the previously announced preferred stock financing and the refinancing of the existing senior credit facility to close simultaneously on March 19th, 2003. The notes issued pursuant to this offering will have registration rights but will not be initially registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. ----------------------------------------------------------------------------- Hexcel Corporation (the "Company") and certain persons may be deemed to be participants in the solicitation of proxies relating to the issuance of a total of 125,000 shares of a series A convertible preferred stock and 125,000 shares of a series B convertible preferred stock to affiliates of Berkshire Partners LLC and Greenbriar Equity Group LLC, and affiliates of The Goldman Sachs Group, Inc., for an aggregate of $125.0 million in cash. The participants in such solicitation may include the Company's executive officers and directors. Information concerning such participants is contained in the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 14, 2003 on Schedule 14A in connection with such solicitation. Stockholders of the Company received a definitive statement and a proxy card in connection with the solicitation. STOCKHOLDERS OF THE COMPANY ARE ADVISED TO READ THE STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders of the Company may obtain, upon filing, free of charge, copies of the Company's proxy statement and other documents filed by the Company with the Securities and Exchange Commission on the Securities and Exchange Commission's website (http://www.sec.gov) or by request by contacting Investor Relations Department, Hexcel Corporation, Two Stamford Plaza, 281 Tresser Boulevard, 16th Floor, Stamford, Connecticut 06901-3238. -----END PRIVACY-ENHANCED MESSAGE-----