UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Hexcel Corporation
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(Name of Issuer)
Common Stock (Par Value $ 0.01 Per Share)
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(Title of Class of Securities)
428290 10 0
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(CUSIP Number)
Robert C. Schwenkel, Esq. Ben I. Adler, Esq.
Fried, Frank, Harris, Shriver & Jacobson Goldman, Sachs & Co.
One New York Plaza 85 Broad Street
New York, NY 10004 New York, NY 10004
(212) 859-8000 (212) 902-1000
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
March 19, 2003
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(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 |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* 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 ("Act") 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).
SCHEDULE 13D
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CUSIP No. 428290 10 0 Page 2 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
34,668
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 33,306,162
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9 SOLE DISPOSITIVE POWER
EACH
34,668
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 33,306,162
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,340,830*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.7%**
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14 TYPE OF REPORTING PERSON
HC-CO
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* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by The Goldman Sachs Group, Inc. ("GS Group")
which are issuable upon (i) the conversion of shares of Series A
Convertible Preferred Stock of the Company and Series B Convertible
Preferred Stock of the Company at a conversion price of $3.00 per share and
(ii) the exercise of options granted by the Company which are currently
exercisable and held for the benefit of GS Group.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Group. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS Group.
This percentage would equal 37.1% if it were calculated by including such
securities in such calculation.
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CUSIP No. 428290 10 0 Page 3 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |X|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 33,306,162
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9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 33,306,162
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,306,162*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.7%**
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14 TYPE OF REPORTING PERSON
BD-PN-IA
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* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by Goldman, Sachs & Co. ("Goldman Sachs")
which are issuable upon the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than Goldman Sachs. Accordingly,
such calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than Goldman
Sachs. This percentage would equal 37.1% if it were calculated by including
such securities in such calculation.
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CUSIP No. 428290 10 0 Page 4 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS 2000, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 25,861,072
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9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 25,861,072
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,861,072*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%**
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14 TYPE OF REPORTING PERSON
OO
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* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by GS Advisors 2000, L.L.C. ("GS Advisors")
which are issuable upon the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Advisors. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS Advisors.
This percentage would equal 28.8% if it were calculated by including such
securities in such calculation.
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CUSIP No. 428290 10 0 Page 5 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO. OHG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 792,845
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 792,845
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,845*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%**
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14 TYPE OF REPORTING PERSON
PN
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* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by Goldman, Sachs & Co. oHG ("GS oHG") which
are issuable upon the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS oHG. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS oHG. This
percentage would equal 0.9% if it were calculated by including such
securities in such calculation.
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CUSIP No. 428290 10 0 Page 6 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS MANAGEMENT GP GMBH
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 792,845
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 792,845
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,845*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%**
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14 TYPE OF REPORTING PERSON
CO
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* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by Goldman, Sachs Management GP GmbH ("GS
GmbH") which are issuable upon the conversion of shares of Series A
Convertible Preferred Stock of the Company and Series B Convertible
Preferred Stock of the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS GmbH. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS GmbH. This
percentage would equal 0.9% if it were calculated by including such
securities in such calculation.
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CUSIP No. 428290 10 0 Page 7 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,026,877
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,026,877
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,026,877*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%**
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14 TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by GS Employee Funds 2000 GP, L.L.C. ("GS
Employee 2000") which are issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company and Series B Convertible
Preferred Stock of the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Employee 2000. Accordingly,
such calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS Employee
2000. This percentage would equal 6.7% if it were calculated by including
such securities in such calculation.
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CUSIP No. 428290 10 0 Page 8 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET 2000, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 625,368
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 625,368
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,368*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%**
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14 TYPE OF REPORTING PERSON
OO
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* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by Stone Street 2000, L.L.C. ("Stone 2000")
which are issuable upon the conversion of shares of Series A Convertible
Preferred Stock of the Company and Series B Convertible Preferred Stock of
the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than Stone 2000. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than Stone 2000.
This percentage would equal 0.7% if it were calculated by including such
securities in such calculation.
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CUSIP No. 428290 10 0 Page 9 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,968,604
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 18,968,604
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,968,604*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.5%**
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14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by GS Capital Partners 2000, L.P. ("GS
Capital") which are issuable upon the conversion of shares of Series A
Convertible Preferred Stock of the Company and Series B Convertible
Preferred Stock of the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Capital. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS Capital.
This percentage would equal 21.1% if it were calculated by including such
securities in such calculation.
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CUSIP No. 428290 10 0 Page 10 of 40
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,892,468
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,892,468
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,892,468*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%**
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by GS Capital Partners 2000 Offshore, L.P.
("GS Offshore") which are issuable upon the conversion of shares of Series
A Convertible Preferred Stock of the Company and Series B Convertible
Preferred Stock of the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Offshore. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS Offshore.
This percentage would equal 7.7% if it were calculated by including such
securities in such calculation.
----------------------------- -------------------------
CUSIP No. 428290 10 0 Page 11 of 40
----------------------------- -------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000 GMBH & CO. BETEILIGUNGS KG
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 792,845
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 792,845
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,845*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%**
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by GS Capital Partners 2000 GmbH & Co.
Beteiligungs KG ("GS Germany") which are issuable upon the conversion of
shares of Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Germany. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS Germany.
This percentage would equal 0.9% if it were calculated by including such
securities in such calculation.
----------------------------- -------------------------
CUSIP No. 428290 10 0 Page 12 of 40
----------------------------- -------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,026,877
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,026,877
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,026,877*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%**
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by GS Capital Partners 2000 Employee Fund,
L.P. ("GS Employee") which are issuable upon the conversion of shares of
Series A Convertible Preferred Stock of the Company and Series B
Convertible Preferred Stock of the Company at a conversion price of $3.00
per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Employee. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than GS Employee.
This percentage would equal 6.7% if it were calculated by including such
securities in such calculation.
----------------------------- -------------------------
CUSIP No. 428290 10 0 Page 13 of 40
----------------------------- -------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 2000, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 625,368
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 625,368
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
625,368*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%**
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Company") beneficially owned by Stone Street Fund 2000, L.P. ("Stone
Street") which are issuable upon the conversion of shares of Series A
Convertible Preferred Stock of the Company and Series B Convertible
Preferred Stock of the Company at a conversion price of $3.00 per share.
** This percentage is calculated in accordance with Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, as amended, which specifically excludes
from such calculation all securities not outstanding which are subject to
options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than Stone Street. Accordingly, such
calculation does not include the shares of common stock of the Company
issuable upon the conversion of shares of Series A Convertible Preferred
Stock of the Company and Series B Convertible Preferred Stock of the
Company which are beneficially owned by any person other than Stone Street.
This percentage would equal 0.7% if it were calculated by including such
securities in such calculation.
----------------------------- -------------------------
CUSIP No. 428290 10 0 Page 14 of 40
----------------------------- -------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LXH HOLDINGS CORP.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 221,325.7
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 221,325.7
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
221,325.7
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------------
----------------------------- -------------------------
CUSIP No. 428290 10 0 Page 15 of 40
----------------------------- -------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LXH HOLDINGS, L.P.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 257,299.2
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 257,299.2
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
257,299.2
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
-------------------------------------------------------------------------------
----------------------------- -------------------------
CUSIP No. 428290 10 0 Page 16 of 40
----------------------------- -------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LXH, L.L.C.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF, WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,272,312
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 8,272,312
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,272,312
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------
----------------------------- -------------------------
CUSIP No. 428290 10 0 Page 17 of 40
----------------------------- -------------------------
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LXH II, L.L.C.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF, WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 6,252,688
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 6,252,688
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,252,688
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
-------------------------------------------------------------------------------
This Amendment No. 2, filed by The Goldman Sachs Group, Inc. ("GS
Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors 2000, L.L.C.
("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs
Management GP GmbH ("GS GmbH"), GS Employee Funds 2000 GP, L.L.C. ("GS
Employee 2000"), Stone Street 2000, L.L.C. ("Stone 2000"), GS Capital
Partners 2000, L.P. ("GS Capital"), GS Capital Partners 2000 Offshore, L.P.
("GS Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GS
Germany"), GS Capital Partners 2000 Employee Fund, L.P. ("GS Employee"),
Stone Street Fund 2000, L.P. ("Stone Street" and, together with GS Capital,
GS Offshore, GS Germany and GS Employee, the "Limited Partnerships"), LXH
Holdings Corp. ("LXH Corp."), LXH Holdings, L.P. ("LXH L.P."), LXH, L.L.C.
("LXH"), and LXH II, L.L.C. ("LXH II" and, together with LXH, the "Original
Purchasers") (GS Group, Goldman Sachs, GS Advisors, GS oHG, GS GmbH, GS
Employee 2000, Stone 2000, the Limited Partnerships, LXH Corp., LXH L.P.,
and the Original Purchasers, collectively, the "Filing Persons"), amends
and supplements the Schedule 13D filed by the Filing Persons with the
Securities and Exchange Commission (the "SEC") on December 28, 2000 (as
amended by Amendment No. 1 filed on December 20, 2002, the "Schedule 13D"),
relating to the common stock, par value $0.01 per share (the "Common
Stock"), of Hexcel Corporation, a Delaware corporation (the "Company").
Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13D.(1)
----------------
(1) Neither the present filing nor anything contained herein will be
construed as an admission that any Filing Person constitutes a
"person" for any purpose other than for compliance with Section 13(d)
of the Securities Exchange Act of 1934.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 is hereby amended to add the following at the end thereof:
As more fully described in Item 4 below, on March 19, 2003 (such
date sometimes referred to herein as the Shares Closing Date), the
transactions contemplated by the December Stock Purchase Agreement were
consummated and, in connection therewith, the Limited Partnerships acquired
an aggregate of 47,125 shares of Series A Preferred Stock and 47,125 shares
of Series B Preferred Stock for an aggregate purchase price of $47,125,000
in cash. As of March 19, 2003, the Shares are convertible into 18,781,162
shares of Common Stock, based on the Initial Conversion Price of the Series
A Preferred Stock and the Series B Preferred Stock that is equal to $3.00.
The Limited Partnerships obtained the funds required to purchase the Shares
from capital contributions made by the partners of each of the Limited
Partnerships.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 is hereby amended by adding the following immediately before the
section entitled "Other Plans and Proposals" contained in the Schedule 13D:
Series A Preferred Stock and Series B Preferred Stock Closing
-------------------------------------------------------------
The Closing under the December Stock Purchase Agreement took
place on March 19, 2003. At the Closing, among other things: (i) the
Limited Partnerships acquired an aggregate of 47,125 shares of Series A
Preferred Stock and 47,125 shares of Series B Preferred Stock from the
Company for an aggregate purchase price of $47,125,000 in cash; (ii) the
Company, the Original Purchasers and the Limited Partnerships executed and
delivered each of the Related Agreements and (iii) the Company consummated
the Senior Debt Refinancing.
On the Shares Closing Date, simultaneously with the Closing, the
Company issued 77,875 shares of Series A Preferred Stock and 77,875 shares
of Series B Preferred Stock to the Other Purchasers.
Item 4 is hereby further amended by adding the following at the end
thereof:
Except as described above or otherwise described in this Schedule
13D, the Filing Persons currently have no plans or proposals which relate
to or would result in any transaction, event or action enumerated in
paragraphs (a) through (j) of Item 4 of the form of Schedule 13D
promulgated under the Act.
Each of the Filing Persons reserves the right, in light of its
ongoing evaluation of the Company's financial condition, business,
operations and prospects, the market price of the Common Stock, conditions
in the securities markets generally, general economic and industry
conditions, its business objectives and other relevant factors, to change
its plans and intentions at any time, as it deems appropriate. In
particular, any one or more of the Filing Persons (and their respective
affiliates) reserves the right, in each case subject to (a) the
restrictions contained in the Amended and Restated Governance Agreement,
the Notes, the Pledge Agreements and the December Stock Purchase Agreement
and (b) any applicable limitations imposed on the sale of any securities of
the Company by the Securities Act or other applicable law, to (i) purchase
additional shares of Common Stock or other securities of the Company, (ii)
sell or transfer shares of Common Stock or other securities of the Company
beneficially owned by them from time to time in public or private
transactions, and (iii) cause any of the Limited Partnerships to distribute
in kind to their respective partners or members, as the case may be, shares
of Common Stock or other securities of the Company owned by such Limited
Partnerships. To the knowledge of each Filing Person, each of the persons
listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i, II-C-ii,
II-D-i or II-D-ii hereto may make similar evaluations from time to time or
on an ongoing basis.
Except as described in this Schedule 13D and except for
arrangements between and among the Filing Persons, none of the Filing
Persons has any contracts, agreements, arrangements, understandings or
relationships with any other person or entity for the purpose of acquiring,
holding, voting or disposing of any shares of Common Stock or Preferred
Stock.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
Item 5 is hereby amended in its entirety as follows:
(a) As of the Shares Closing Date, GS Group may be deemed to
beneficially own an aggregate of 33,340,830 shares of Common Stock,
consisting of: (i) 14,525,000 shares of Common Stock that are beneficially
owned by the Original Purchasers, as described below; (ii) (a) (I) 10,000
options granted to Mr. Mehra on December 19, 2000 pursuant to the Hexcel
Incentive Stock Plan, of which all of such options are currently
exercisable and convertible into 10,000 shares of Common Stock, (II) 2,000
options granted to Mr. Mehra on May 10, 2001 pursuant to the Hexcel
Incentive Stock Plan, of which two-thirds of such options are currently
exercisable and convertible into 1,334 shares of Common Stock and the
remaining one-third of such options will vest and become exercisable on May
10, 2003, (III) 8,000 options granted to Mr. Mehra on July 31, 2001
pursuant to the Hexcel Incentive Stock Plan, of which all of such options
are currently exercisable and convertible into 8,000 shares of Common Stock
and (IV) 2,000 options granted to Mr. Mehra on May 9, 2002 pursuant to the
Hexcel Incentive Stock Plan, of which one-third of such options is
currently exercisable and convertible into 667 shares of Common Stock, an
additional one-third of such options will vest and become exercisable on
May 9, 2003 and the remaining one-third of such options will vest and
become exercisable on May 9, 2004 (Sanjeev K. Mehra has an understanding
with GS Group pursuant to which he holds such options for the benefit of GS
Group), and (b) (I) 10,000 options granted to Mr. Sacerdote on December 19,
2000 pursuant to the Hexcel Incentive Stock Plan, of which all of such
options are currently exercisable and convertible into 10,000 shares of
Common Stock, (II) 2,000 options granted to Mr. Sacerdote on May 10, 2001
pursuant to the Hexcel Incentive Stock Plan, of which two-thirds of such
options are currently exercisable and convertible into 1,334 shares of
Common Stock and the remaining one-third of such options will vest and
become exercisable on May 10, 2003 and (III) 2,000 options granted to Mr.
Sacerdote on May 9, 2002 pursuant to the Hexcel Incentive Stock Plan, of
which one-third of such options is currently exercisable and convertible
into 667 shares of Common Stock and an additional one-third of such options
will vest and become exercisable on May 9, 2003 and the remaining one-third
of such options will vest and become exercisable on May 9, 2004 (Peter M.
Sacerdote has an understanding with GS Group pursuant to which he holds
such options for the benefit of GS Group); (iii) 47,125 shares of Series A
Preferred Stock that are beneficially owned by the Limited Partnerships, as
described below, and that are convertible into 15,708,332 shares of Common
Stock; and (iv) 47,125 shares of Series B Preferred Stock that are
beneficially owned by the Limited Partnerships, as described below, and
that are convertible into 3,072,830 shares of Common Stock. The shares of
Common Stock that may be deemed to be beneficially owned by GS Group
represent approximately 56.7% of the outstanding shares of Common Stock,
based on there being 39,944,962 shares of Common Stock outstanding as of
February 25, 2003, as disclosed in the Company's annual report on Form 10-K
for the fiscal year ended December 31, 2002 (the "2002 10-K"). The
foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of
the Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS Group. Accordingly, such calculation does not include the
shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock which are beneficially owned
by any person other than GS Group. All outstanding shares of Series A
Preferred Stock and Series B Preferred Stock are entitled to vote, on an
as-converted basis, on all matters put to a vote or consent of the holders
of Common Stock. Therefore, in any such vote or consent, as of the Shares
Closing Date, GS Group will have the power to vote shares representing
approximately 37.1% of the total number of votes that may be cast on any
such matter.
As of the Shares Closing Date, Goldman Sachs may be deemed to
beneficially own an aggregate of 33,306,162 shares of Common Stock,
consisting of: (i) 14,525,000 shares of Common Stock that are beneficially
owned by the Original Purchasers, as described below; (ii) 47,125 shares of
Series A Preferred Stock that are beneficially owned by the Limited
Partnerships, as described below, and that are convertible into 15,708,332
shares of Common Stock; and (iii) 47,125 shares of Series B Preferred Stock
that are beneficially owned by the Limited Partnerships, as described
below, and that are convertible into 3,072,830 shares of Common Stock. The
shares of Common Stock that may be deemed to be beneficially owned by
Goldman Sachs represent approximately 56.7% of the outstanding shares of
Common Stock, based on there being 39,944,962 shares of Common Stock
outstanding as of February 25, 2003, as disclosed in the 2002 10-K. The
foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of
the Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than Goldman Sachs. Accordingly, such calculation does not include
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock which are beneficially owned
by any person other than Goldman Sachs. All outstanding shares of Series A
Preferred Stock and Series B Preferred Stock are entitled to vote, on an
as-converted basis, on all matters put to a vote or consent of the holders
of Common Stock. Therefore, in any such vote or consent, as of the Shares
Closing Date, Goldman Sachs will have the power to vote shares representing
approximately 37.1% of the total number of votes that may be cast on any
such matter.
GS Group and Goldman Sachs disclaim beneficial ownership of the
shares of Common Stock beneficially owned by the Original Purchasers and
the Limited Partnerships to the extent that partnership or membership
interests, as the case may be, in the Limited Partnerships are held by
persons other than Goldman Sachs or its affiliates.
In accordance with Securities and Exchange Commission Release No.
34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division of GS Group and its
subsidiaries and affiliates (the "Investment Banking Division"). This
filing does not reflect securities, if any, beneficially owned by any other
operating unit of GS Group and its subsidiaries and affiliates. The
Investment Banking Division disclaims beneficial ownership of securities,
if any, beneficially owned by (i) any client accounts with respect to which
the Investment Banking Division or its employees have voting or investment
discretion, or both, and (ii) certain investment entities, of which the
Investment Banking Division is the general partner, managing general
partner or other manager, to the extent interests in such entities are held
by persons other than the Investment Banking Division.
As of the Shares Closing Date, GS Advisors may be deemed to
beneficially own an aggregate of 25,861,072 shares of Common Stock,
consisting of: (i) 11,278,155 shares of Common Stock, of which 8,272,312
shares may be deemed to be beneficially owned by GS Capital and 3,005,843
shares may be deemed to be beneficially owned by GS Offshore, as described
below; (ii) 36,590.916 shares of Series A Preferred Stock, of which
26,838.74 shares are beneficially owned by GS Capital and 9,752.176 shares
are beneficially owned by GS Offshore, as described below, and that are
convertible into 12,196,971 shares of Common Stock; and (iii) 36,590.916
shares of Series B Preferred Stock, of which 26,838.74 shares are
beneficially owned by GS Capital and 9,752.176 shares are beneficially
owned by GS Offshore, as described below, and that are convertible into
2,385,946 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS Advisors represent approximately
47.4% of the outstanding shares of Common Stock, based on there being
39,944,962 shares of Common Stock outstanding as of February 25, 2003, as
disclosed in the 2002 10-K. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Advisors. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock and Series B Preferred
Stock which are beneficially owned by any person other than GS Advisors.
All outstanding shares of Series A Preferred Stock and Series B Preferred
Stock are entitled to vote, on an as-converted basis, on all matters put to
a vote or consent of the holders of Common Stock. Therefore, in any such
vote or consent, as of the Shares Closing Date, GS Advisors will have the
power to vote shares representing approximately 28.8% of the total number
of votes that may be cast on any such matter.
As of the Shares Closing Date, GS oHG may be deemed to
beneficially own an aggregate of 792,845 shares of Common Stock, consisting
of: (i) 345,764 shares of Common Stock that may be deemed to be
beneficially owned by GS Germany; (ii) 1,121.799 shares of Series A
Preferred Stock that are beneficially owned by GS Germany and that are
convertible into 373,933 shares of Common Stock; and (iii) 1,121.799 shares
of Series B Preferred Stock that are beneficially owned by GS Germany and
that are convertible into 73,148 shares of Common Stock. The shares of
Common Stock that may be deemed to be beneficially owned by GS oHG
represent approximately 2.0% of the outstanding shares of Common Stock,
based on there being 39,944,962 shares of Common Stock outstanding as of
February 25, 2003, as disclosed in the 2002 10-K. The foregoing percentage
was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act,
which specifically excludes from such calculation all securities not
outstanding which are subject to options, warrants, rights or conversion
privileges and which are beneficially owned by any person other than GS
oHG. Accordingly, such calculation does not include the shares of Common
Stock issuable upon conversion of shares of Series A Preferred Stock and
Series B Preferred Stock which are beneficially owned by any person other
than GS oHG. All outstanding shares of Series A Preferred Stock and Series
B Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of the Shares Closing Date, GS oHG will
have the power to vote shares representing approximately 0.9% of the total
number of votes that may be cast on any such matter.
As of the Shares Closing Date, GS GmbH may be deemed to
beneficially own an aggregate of 792,845 shares of Common Stock, consisting
of: (i) 345,764 shares of Common Stock that may be deemed to be
beneficially owned by GS Germany; (ii) 1,121.799 shares of Series A
Preferred Stock that are beneficially owned by GS Germany and that are
convertible into 373,933 shares of Common Stock; and (iii) 1,121.799 shares
of Series B Preferred Stock that are beneficially owned by GS Germany and
that are convertible into 73,148 shares of Common Stock. The shares of
Common Stock that may be deemed to be beneficially owned by GS GmbH
represent approximately 2.0% of the outstanding shares of Common Stock,
based on there being 39,944,962 shares of Common Stock outstanding as of
February 25, 2003, as disclosed in the 2002 10-K. The foregoing percentage
was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act,
which specifically excludes from such calculation all securities not
outstanding which are subject to options, warrants, rights or conversion
privileges and which are beneficially owned by any person other than GS
GmbH. Accordingly, such calculation does not include the shares of Common
Stock issuable upon conversion of shares of Series A Preferred Stock and
Series B Preferred Stock which are beneficially owned by any person other
than GS GmbH. All outstanding shares of Series A Preferred Stock and Series
B Preferred Stock are entitled to vote, on an as-converted basis, on all
matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of the Shares Closing Date, GS GmbH will
have the power to vote shares representing approximately 0.9% of the total
number of votes that may be cast on any such matter.
As of the Shares Closing Date, GS Employee 2000 may be deemed to
beneficially own an aggregate of 6,026,877 shares of Common Stock,
consisting of: (i) 2,628,354 shares of Common Stock that may be deemed to
be beneficially owned by GS Employee; (ii) 8,527.45 shares of Series A
Preferred Stock that are beneficially owned by GS Employee and that are
convertible into 2,842,483 shares of Common Stock; and (iii) 8,527.45
shares of Series B Preferred Stock that are beneficially owned by GS
Employee and that are convertible into 556,040 shares of Common Stock. The
shares of Common Stock that may be deemed to be beneficially owned by GS
Employee 2000 represent approximately 13.9% of the outstanding shares of
Common Stock, based on there being 39,944,962 shares of Common Stock
outstanding as of February 25, 2003, as disclosed in the 2002 10-K. The
foregoing percentage was calculated in accordance with Rule 13d-3(d)(1) of
the Exchange Act, which specifically excludes from such calculation all
securities not outstanding which are subject to options, warrants, rights
or conversion privileges and which are beneficially owned by any person
other than GS Employee 2000. Accordingly, such calculation does not include
the shares of Common Stock issuable upon conversion of shares of Series A
Preferred Stock and Series B Preferred Stock which are beneficially owned
by any person other than GS Employee 2000. All outstanding shares of Series
A Preferred Stock and Series B Preferred Stock are entitled to vote, on an
as-converted basis, on all matters put to a vote or consent of the holders
of Common Stock. Therefore, in any such vote or consent, as of the Shares
Closing Date, GS Employee 2000 will have the power to vote shares
representing approximately 6.7% of the total number of votes that may be
cast on any such matter.
As of the Shares Closing Date, Stone 2000 may be deemed to
beneficially own an aggregate of 625,368 shares of Common Stock, consisting
of: (i) 272,727 shares of Common Stock that may be deemed to be
beneficially owned by Stone Street; (ii) 884.835 shares of Series A
Preferred Stock that are beneficially owned by Stone Street and that are
convertible into 294,945 shares of Common Stock; and (iii) 884.835 shares
of Series B Preferred Stock that are beneficially owned by Stone Street and
that are convertible into 57,696 shares of Common Stock. The shares of
Common Stock that may be deemed to be beneficially owned by Stone 2000
represent approximately 1.6% of the outstanding shares of Common Stock,
based on there being 39,944,962 shares of Common Stock outstanding as of
February 25, 2003, as disclosed in the 2002 10-K. The foregoing percentage
was calculated in accordance with Rule 13d-3(d)(1) of the Exchange Act,
which specifically excludes from such calculation all securities not
outstanding which are subject to options, warrants, rights or conversion
privileges and which are beneficially owned by any person other than Stone
2000. Accordingly, such calculation does not include the shares of Common
Stock issuable upon conversion of shares of Series A Preferred Stock and
Series B Preferred Stock which are beneficially owned by any person other
than Stone 2000. All outstanding shares of Series A Preferred Stock and
Series B Preferred Stock are entitled to vote, on an as-converted basis, on
all matters put to a vote or consent of the holders of Common Stock.
Therefore, in any such vote or consent, as of the Shares Closing Date, GS
Stone 2000 will have the power to vote shares representing approximately
0.7% of the total number of votes that may be cast on any such matter.
As of the Shares Closing Date, GS Capital may be deemed to
beneficially own an aggregate of 18,968,604 shares of Common Stock,
consisting of: (i) 8,272,312 shares of Common Stock that are beneficially
owned by LXH; (ii) 26,838.74 shares of Series A Preferred Stock that are
beneficially owned by GS Capital and that are convertible into 8,946,246
shares of Common Stock; and (iii) 26,838.74 shares of Series B Preferred
Stock that are beneficially owned by GS Capital and that are convertible
into 1,750,046 shares of Common Stock. The shares of Common Stock that may
be deemed to be beneficially owned by GS Capital represent approximately
37.5% of the outstanding shares of Common Stock, based on there being
39,944,962 shares of Common Stock outstanding as of February 25, 2003, as
disclosed in the 2002 10-K. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Capital. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock and Series B Preferred
Stock which are beneficially owned by any person other than GS Capital. All
outstanding shares of Series A Preferred Stock and Series B Preferred Stock
are entitled to vote, on an as-converted basis, on all matters put to a
vote or consent of the holders of Common Stock. Therefore, in any such vote
or consent, as of the Shares Closing Date, GS Capital will have the power
to vote shares representing approximately 21.1% of the total number of
votes that may be cast on any such matter.
As of the Shares Closing Date, GS Offshore may be deemed to
beneficially own an aggregate of 6,892,468 shares of Common Stock,
consisting of: (i) 3,005,843 shares of Common Stock that are beneficially
owned by LXH II; (ii) 9,752.176 shares of Series A Preferred Stock that are
beneficially owned by GS Offshore and that are convertible into 3,250,725
shares of Common Stock; and (iii) 9,752.176 shares of Series B Preferred
Stock that are beneficially owned by GS Offshore and that are convertible
into 635,900 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS Offshore represent approximately
15.7% of the outstanding shares of Common Stock, based on there being
39,944,962 shares of Common Stock outstanding as of February 25, 2003, as
disclosed in the 2002 10-K. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Offshore. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock and Series B Preferred
Stock which are beneficially owned by any person other than GS Offshore.
All outstanding shares of Series A Preferred Stock and Series B Preferred
Stock are entitled to vote, on an as-converted basis, on all matters put to
a vote or consent of the holders of Common Stock. Therefore, in any such
vote or consent, as of the Shares Closing Date, GS Offshore will have the
power to vote shares representing approximately 7.7% of the total number of
votes that may be cast on any such matter.
As of the Shares Closing Date, GS Germany may be deemed to
beneficially own an aggregate of 792,845 shares of Common Stock, consisting
of: (i) 345,764 shares of Common Stock that are beneficially owned by LXH
II; (ii) 1,121.799 shares of Series A Preferred Stock that are beneficially
owned by GS Germany and that are convertible into 373,933 shares of Common
Stock; and (iii) 1,121.799 shares of Series B Preferred Stock that are
beneficially owned by GS Germany and that are convertible into 73,148
shares of Common Stock. The shares of Common Stock that may be deemed to be
beneficially owned by GS Germany represent approximately 2.0% of the
outstanding shares of Common Stock, based on there being 39,944,962 shares
of Common Stock outstanding as of February 25, 2003, as disclosed in the
2002 10-K. The foregoing percentage was calculated in accordance with Rule
13d-3(d)(1) of the Exchange Act, which specifically excludes from such
calculation all securities not outstanding which are subject to options,
warrants, rights or conversion privileges and which are beneficially owned
by any person other than GS Germany. Accordingly, such calculation does not
include the shares of Common Stock issuable upon conversion of shares of
Series A Preferred Stock and Series B Preferred Stock which are
beneficially owned by any person other than GS Germany. All outstanding
shares of Series A Preferred Stock and Series B Preferred Stock are
entitled to vote, on an as-converted basis, on all matters put to a vote or
consent of the holders of Common Stock. Therefore, in any such vote or
consent, as of the Shares Closing Date, GS Germany will have the power to
vote shares representing approximately 0.9% of the total number of votes
that may be cast on any such matter.
As of the Shares Closing Date, GS Employee may be deemed to
beneficially own an aggregate of 6,026,877 shares of Common Stock,
consisting of: (i) 2,628,354 shares of Common Stock that are beneficially
owned by LXH II; (ii) 8,527.45 shares of Series A Preferred Stock that are
beneficially owned by GS Employee and that are convertible into 2,842,483
shares of Common Stock; and (iii) 8,527.45 shares of Series B Preferred
Stock that are beneficially owned by GS Employee and that are convertible
into 556,040 shares of Common Stock. The shares of Common Stock that may be
deemed to be beneficially owned by GS Employee represent approximately
13.9% of the outstanding shares of Common Stock, based on there being
39,944,962 shares of Common Stock outstanding as of February 25, 2003, as
disclosed in the 2002 10-K. The foregoing percentage was calculated in
accordance with Rule 13d-3(d)(1) of the Exchange Act, which specifically
excludes from such calculation all securities not outstanding which are
subject to options, warrants, rights or conversion privileges and which are
beneficially owned by any person other than GS Employee. Accordingly, such
calculation does not include the shares of Common Stock issuable upon
conversion of shares of Series A Preferred Stock and Series B Preferred
Stock which are beneficially owned by any person other than GS Employee.
All outstanding shares of Series A Preferred Stock and Series B Preferred
Stock are entitled to vote, on an as-converted basis, on all matters put to
a vote or consent of the holders of Common Stock. Therefore, in any such
vote or consent, as of the Shares Closing Date, GS Employee will have the
power to vote shares representing approximately 6.7% of the total number of
votes that may be cast on any such matter.
As of the Shares Closing Date, Stone Street may be deemed to
beneficially own an aggregate of 625,368 shares of Common Stock, consisting
of: (i) 272,727 shares of Common Stock that are beneficially owned by LXH
II; (ii) 884.835 shares of Series A Preferred Stock that are beneficially
owned by Stone Street and that are convertible into 294,945 shares of
Common Stock; and (iii) 884.835 shares of Series B Preferred Stock that are
beneficially owned by Stone Street and that are convertible into 57,696
shares of Common Stock. The shares of Common Stock that may be deemed to be
beneficially owned by Stone Street represent approximately 1.6% of the
outstanding shares of Common Stock, based on there being 39,944,962 shares
of Common Stock outstanding as of February 25, 2003, as disclosed in the
2002 10-K. The foregoing percentage was calculated in accordance with Rule
13d-3(d)(1) of the Exchange Act, which specifically excludes from such
calculation all securities not outstanding which are subject to options,
warrants, rights or conversion privileges and which are beneficially owned
by any person other than Stone Street. Accordingly, such calculation does
not include the shares of Common Stock issuable upon conversion of shares
of Series A Preferred Stock and Series B Preferred Stock which are
beneficially owned by any person other than Stone Street. All outstanding
shares of Series A Preferred Stock and Series B Preferred Stock are
entitled to vote, on an as-converted basis, on all matters put to a vote or
consent of the holders of Common Stock. Therefore, in any such vote or
consent, as of the Shares Closing Date, Stone Street will have the power to
vote shares representing approximately 0.7% of the total number of votes
that may be cast on any such matter.
As of the Shares Closing Date, LXH Corp. may be deemed to
beneficially own 221,325.7 shares of Common Stock, that also may be deemed
to be beneficially owned by LXH, LXH L.P. and GS Capital. The shares of
Common Stock that may be deemed to be beneficially owned by LXH Corp.
represent approximately 0.6% of the outstanding shares of Common Stock,
based on there being 39,944,962 shares of Common Stock outstanding as of
February 25, 2003, as disclosed in the 2002 10-K. All outstanding shares of
Series A Preferred Stock and Series B Preferred Stock are entitled to vote,
on an as-converted basis, on all matters put to a vote or consent of the
holders of Common Stock. Therefore, in any such vote or consent, as of the
Shares Closing Date, LXH Corp. will have the power to vote shares
representing approximately 0.2% of the total number of votes that may be
cast on any such matter.
As of the Shares Closing Date, LXH L.P. may be deemed to
beneficially own 257,299.2 shares of Common Stock, that also may be deemed
to be beneficially owned by LXH and GS Capital. The shares of Common Stock
that may be deemed to be beneficially owned by LXH L.P. represent
approximately 0.6% of the outstanding shares of Common Stock, based on
there being 39,944,962 shares of Common Stock outstanding as of February
25, 2003, as disclosed in the 2002 10-K. All outstanding shares of Series A
Preferred Stock and Series B Preferred Stock are entitled to vote, on an
as-converted basis, on all matters put to a vote or consent of the holders
of Common Stock. Therefore, in any such vote or consent, as of the Shares
Closing Date, LXH L.P. will have the power to vote shares representing
approximately 0.3% of the total number of votes that may be cast on any
such matter.
As of the Shares Closing Date, LXH beneficially owns 8,272,312
shares of Common Stock. The shares of Common Stock beneficially owned by
LXH represent approximately 20.7% of the outstanding shares of Common
Stock, based on there being 39,944,962 shares of Common Stock outstanding
as of February 25, 2003, as disclosed in the 2002 10-K. All outstanding
shares of Series A Preferred Stock and Series B Preferred Stock are
entitled to vote, on an as-converted basis, on all matters put to a vote or
consent of the holders of Common Stock. Therefore, in any such vote or
consent, as of the Shares Closing Date, LXH will have the power to vote
shares representing approximately 9.2% of the total number of votes that
may be cast on any such matter.
As of the Shares Closing Date, LXH II beneficially owns 6,252,688
shares of Common Stock. The shares of Common Stock beneficially owned by
LXH II represent approximately 15.7% of the outstanding shares of Common
Stock, based on there being 39,944,962 shares of Common Stock outstanding
as of February 25, 2003, as disclosed in the 2002 10-K. All outstanding
shares of Series A Preferred Stock and Series B Preferred Stock are
entitled to vote, on an as-converted basis, on all matters put to a vote or
consent of the holders of Common Stock. Therefore, in any such vote or
consent, as of the Shares Closing Date, LXH II will have the power to vote
shares representing approximately 7.0% of the total number of votes that
may be cast on any such matter.
None of the Filing Persons or, to their knowledge, the persons
listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i, II-C-ii,
II-D-i or II-D-ii hereto, beneficially owns any shares of Common Stock
other than as set forth herein.
(b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Common Stock
beneficially owned by such Filing Person as indicated above.
(c) Except as described above, no transactions in the shares of
Common Stock were effected by the Filing Persons, or, to their knowledge,
any of the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii,
II-C-i, II-C-ii, II-D-i or II-D-ii hereto, during the past sixty days.
(d) Except for clients of Goldman Sachs who may have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock held in managed
accounts, no other person is known by any Filing Person to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned by
any Filing Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
----------------------------------------
Item 6 is hereby amended by adding the following immediately before the
ultimate paragraph thereof:
On March 7, 2003 (the "Pricing Date"), in connection with the
Senior Debt Refinancing, the Company priced a private placement (the
"Senior Notes Private Placement") of $125 million in aggregate principal
amount of 9 7/8 senior secured notes (the "Senior Notes"). On the Pricing
Date, in connection with the Senior Notes Private Placement, Goldman Sachs
entered into a purchase agreement with the Company as initial purchaser of
a portion of the Senior Notes. The Senior Notes Private Placement was
consummated on the Shares Closing Date.
The responses set forth in Items 3 and 4 of this Amendment No. 2
to the Schedule 13D are incorporated herein by reference in their entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1 Joint Filing Agreement, dated as of December 28, 2000.*
Exhibit 2 Stock Purchase Agreement, dated as of October 11, 2000, by
and among the Purchasers, Ciba and the Sellers.*
Exhibit 3 $20,680,780 7.5% Recourse Secured Pay-In-Kind Promissory
Note, due December 31, 2004, issued by LXH to Ciba SCC.*
Exhibit 4 $15,631,720 7.5% Recourse Secured Pay-In-Kind Promissory
Note, due December 31, 2004, issued by LXH II to Ciba SCC.*
Exhibit 5 Hexcel Agreement, dated as of October 11, 2000, by and
between the Purchasers and the Company.*
Exhibit 6 Governance Agreement, dated as of December 19, 2000, by and
among the Purchasers, the Company and the other parties
listed on the signature pages thereto.*
Exhibit 7 Registration Rights Agreement, dated as of December 19,
2000, by and between the Company and the Purchasers.*
Exhibit 8 Pledge Agreement, dated as of December 19, 2000, by LXH in
favor of Ciba SCC.*
Exhibit 9 Pledge Agreement, dated as of December 19, 2000, by LXH II
in favor of Ciba SCC.*
Exhibit 10 Power of Attorney, dated as of January 6, 2003, relating to
The Goldman Sachs Group, Inc.
Exhibit 11 Power of Attorney, dated as of January 6, 2003, relating to
Goldman, Sachs & Co.
Exhibit 12 Power of Attorney, dated as of March 19, 2003, relating
to GS Advisors 2000, L.L.C.
Exhibit 13 Power of Attorney, dated as of March 28, 2000, relating to
Goldman, Sachs & Co. oHG.*
Exhibit 14 Power of Attorney, dated as of March 19, 2003, relating
to Goldman, Sachs Management GP GmbH.
Exhibit 15 Power of Attorney, dated as of February 24, 2003, relating
to GS Employee Funds 2000 GP, L.L.C.
Exhibit 16 Power of Attorney, dated as of March 19, 2003, relating to
Stone Street 2000, L.L.C.
Exhibit 17 Power of Attorney, dated as of March 19, 2003, relating
to GS Capital Partners 2000, L.P.
Exhibit 18 Power of Attorney, dated as of March 19, 2003, relating
to GS Capital Partners 2000 Offshore, L.P.
Exhibit 19 Power of Attorney, dated as of March 19, 2003, relating
to GS Capital Partners 2000 GmbH & Co. Beteiligungs KG.
Exhibit 20 Power of Attorney, dated as of March 19, 2003, relating
to GS Capital Partners 2000 Employee Fund, L.P.
Exhibit 21 Power of Attorney, dated as of March 19, 2003, relating to
Stone Street Fund 2000, L.P.
Exhibit 22 Power of Attorney, dated as of March 19, 2003, relating
to LXH Holdings Corp.
Exhibit 23 Power of Attorney, dated as of March 19, 2003, relating
to LXH Holdings, L.P.
Exhibit 24 Power of Attorney, dated as of March 19, 2003, relating
to LXH, L.L.C.
Exhibit 25 Power of Attorney, dated as of March 19, 2003, relating
to LXH II, L.L.C.
Exhibit 26 Stock Purchase Agreement, dated as of December 18, 2002, by
and among the Company and the Limited Partnerships.*
Exhibit 27 Form of Amended and Restated Governance Agreement, among the
Original Purchasers, the Limited Partnerships and the
Company.*
Exhibit 28 Form of Amended and Restated Registration Rights Agreement,
among the Company, the Original Purchasers and the Limited
Partnerships.*
Exhibit 29 Form of Certificate of Designations of Series A Preferred
Stock.*
Exhibit 30 Form of Certificate of Designations of Series B Preferred
Stock.*
-----------
* Previously filed.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
March 21, 2003
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS 2000, L.L.C.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. OHG
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 OFFSHORE, L.P.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 GMBH & CO.
BETEILIGUNGS KG
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 EMPLOYEE FUND,
L.P.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH HOLDINGS CORP.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH HOLDINGS, L.P.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH, L.L.C.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
LXH II, L.L.C.
By: /s/ Roger S. Begelman
-----------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
SCHEDULE I
Schedule I is hereby amended and restated in its entirety as follows:
The name of each director of The Goldman Sachs Group, Inc. is set
forth below.
The business address of each person listed below is c/o Goldman,
Sachs & Co., 85 Broad Street, New York, NY 10004.
Each person is a citizen of the United States of America except
for Lord Browne of Madingley, who is a citizen of the United Kingdom. The
present principal occupation or employment of each of the listed persons is
set forth below.
-------------------------------------------------------------------------------
Name Present Principal Occupation
-------------------------------------------------------------------------------
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of
The Goldman Sachs Group, Inc.
-------------------------------------------------------------------------------
Robert J. Hurst Vice Chairman of The Goldman Sachs Group, Inc.
-------------------------------------------------------------------------------
John A. Thain President and Co-Chief Operating Officer of The
Goldman Sachs Group, Inc.
-------------------------------------------------------------------------------
John L. Thornton President and Co-Chief Operating Officer of The
Goldman Sachs Group, Inc.
-------------------------------------------------------------------------------
Lord Browne of Madingley Group Chief Executive of BP plc
-------------------------------------------------------------------------------
James A. Johnson Vice Chairman of Perseus, L.L.C.
-------------------------------------------------------------------------------
John H. Bryan Retired Chairman and Chief Executive Officer of
Sara Lee Corporation
-------------------------------------------------------------------------------
Ruth J. Simmons President of Brown University
-------------------------------------------------------------------------------
William W. George Retired Chairman and Chief Executive Officer of
Medtronic, Inc.
-------------------------------------------------------------------------------
SCHEDULE II-A-i
---------------
Schedule II-A-i is hereby amended and restated in its entirety as follows:
The name, position and present principal occupation of each
executive officer of GS Advisors 2000, L.L.C., the sole general partner of
GS Capital Partners 2000, L.P. and GS Capital Partners 2000 Offshore, L.P.,
are set forth below.
The business address for all the executive officers listed below
is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004,
except as follows: The business address of Richard S. Sharp, Antoine L.
Schwartz, Hughes B. Lepic, Stephen S. Trevor, Atul Kapur, Robert G. Doumar,
Jr. and Ulrika Werdelin is Peterborough Court, 133 Fleet Street, London
EC4A 2BB, England. The business address of Mary Nee is Cheung Kong Center,
68th Floor, 2 Queens Road, Central, Hong Kong. The business address of
Joseph P. DiSabato is c/o Goldman, Sachs & Co., 555 California Street, 45th
Floor, San Francisco, CA 94104. The business address of Muneer A. Satter is
4900 Sears Tower, Chicago, IL 60606.
All executive officers listed below are United States citizens,
except as follows: Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of
Singapore. Antoine L. Schwartz and Hughes B. Lepic are citizens of France.
Adrian M. Jones is a citizen of Ireland. Ulrika Werdelin is a citizen of
Sweden.
--------------------------------------------------------------------------------
Name Position Present Principal Occupation
--------------------------------------------------------------------------------
Richard A. Friedman President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs &
Co
--------------------------------------------------------------------------------
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Henry Cornell Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Richard S. Sharp Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Esta E. Stecher Assistant Managing Director of Goldman, Sachs &
Secretary Co.
--------------------------------------------------------------------------------
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Muneer A. Satter Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Steven M. Bunson Assistant Managing Director of Goldman, Sachs &
Secretary Co.
--------------------------------------------------------------------------------
Elizabeth C. Treasurer Managing Director of Goldman, Sachs &
Fascitelli Co.
--------------------------------------------------------------------------------
David J. Greenwald Assistant Managing Director of Goldman, Sachs &
Secretary Co.
--------------------------------------------------------------------------------
David M. Weil Assistant Managing Director of Goldman, Sachs &
Treasurer Co.
--------------------------------------------------------------------------------
Hughes B. Lepic Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Russell E. Makowsky Assistant Managing Director of Goldman, Sachs &
Secretary Co.
--------------------------------------------------------------------------------
Sarah G. Smith Assistant Managing Director of Goldman, Sachs &
Treasurer Co.
--------------------------------------------------------------------------------
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Douglas F. Londal Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Stephen S. Trevor Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Atul Kapur Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Robert G. Doumar, Jr. Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Ben I. Adler Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Melina E. Higgins Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Elizabeth C. Vice President Managing Director of Goldman, Sachs &
Marcellino Co.
--------------------------------------------------------------------------------
Adrian M. Jones Vice President Managing Director of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs &
Secretary Co.
--------------------------------------------------------------------------------
James B. McHugh Assistant Vice President of Goldman, Sachs & Co.
Secretary
--------------------------------------------------------------------------------
Beverly L. O'Toole Assistant Vice President of Goldman, Sachs & Co.
Secretary
--------------------------------------------------------------------------------
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co.
--------------------------------------------------------------------------------
Mary Nee Vice President Executive Director of Goldman Sachs
(Asia) L.L.C.
--------------------------------------------------------------------------------
Ulrika Werdelin Vice President Executive Director of Goldman Sachs
International
--------------------------------------------------------------------------------
SCHEDULE II-B-ii
----------------
Schedule II-B-ii is hereby amended and restated in its entirety as follows:
The name, position and present principal occupation of each
executive officer of GS Management GP GmbH, the sole managing partner of GS
Capital Partners 2000 GmbH & Co. Beteiligungs KG, are set forth below.
The business address for all the executive officers listed below
is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
All executive officers listed below are United States citizens
except Patrick E. Mulvihill who is a citizen of Ireland.
--------------------------------------------------------------------------------
Name Position Present Principal Occupation
--------------------------------------------------------------------------------
Richard A. Friedman Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Joseph H. Gleberman Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Terence M. O'Toole Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
David A. Viniar Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Henry Cornell Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Esta E. Stecher Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Elizabeth C. Fascitelli Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Patrick E. Mulvihill Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
David J. Greenwald Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Dan H. Jester Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
Sarah E. Smith Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
James B. McHugh Managing Director Vice President of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Katherine B. Enquist Managing Director Managing Director of Goldman,
Sachs & Co.
--------------------------------------------------------------------------------
John E. Bowman Managing Director Vice President of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Richard S. Sharp Managing Director Managing Director of Goldman
Sachs International
--------------------------------------------------------------------------------
SCHEDULE II-C-i
---------------
Schedule II-C-i is hereby amended and restated in its entirety as follows:
The name, position and present principal occupation of each
executive officer of Stone Street 2000, L.L.C., the sole general partner of
Stone Street Fund 2000, L.P., are set forth below.
The business address for all the executive officers listed below
is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004,
except as follows: The business address of Mitchell S. Weiss is c/o
Goldman, Sachs & Co., 10 Hanover Square, New York, New York 10005. The
business address of Richard S. Sharp, Antoine L. Schwartz, Hughes B. Lepic,
Stephen S. Trevor, Atul Kapur, Robert G. Doumar, Jr. and Ulrika Werdelin is
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Joseph P. DiSabato is c/o
Goldman, Sachs & Co., 555 California Street, 45th Floor, San Francisco, CA
94104. The business address of Muneer A. Satter is 4900 Sears Tower,
Chicago, IL 60606.
All executive officers listed below are United States citizens,
except as follows: Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of
Singapore. Antoine L. Schwartz and Hughes B. Lepic are citizens of France.
Adrian M. Jones is a citizen of Ireland. Ulrika Werdelin is a citizen of
Sweden.
-------------------------------------------------------------------------------
Name Position Present Principal Occupation
-------------------------------------------------------------------------------
Peter M. Sacerdote Chairman/President Advisory Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Peter G. Sachs Vice President Senior Director of The Goldman Sachs
Group, Inc.
-------------------------------------------------------------------------------
Richard A. Friedman Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs
& Co
-------------------------------------------------------------------------------
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Henry Cornell Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Richard S. Sharp Vice President Managing Director of Goldman Sachs
International
-------------------------------------------------------------------------------
Esta E. Stecher Vice Managing Director of Goldman, Sachs
President/Assistant & Co.
Secretary
-------------------------------------------------------------------------------
Sanjeev K. Mehra Vice Managing Director of Goldman, Sachs
President/Treasurer & Co.
-------------------------------------------------------------------------------
Muneer A. Satter Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs
International
-------------------------------------------------------------------------------
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Elizabeth C. Vice President Managing Director of Goldman, Sachs
Fascitelli & Co.
-------------------------------------------------------------------------------
David M. Weil Assistant Treasurer Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
David J. Greenwald Vice Managing Director of Goldman, Sachs
President/Assistant & Co.
Secretary
-------------------------------------------------------------------------------
Hughes B. Lepic Vice President Managing Director of Goldman Sachs
International
-------------------------------------------------------------------------------
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Douglas F. Londal Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Stephen S. Trevor Vice President Managing Director of Goldman Sachs
International
-------------------------------------------------------------------------------
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Atul Kapur Vice President Managing Director of Goldman Sachs
International
-------------------------------------------------------------------------------
Robert G. Doumar, Jr. Vice President Managing Director of Goldman Sachs
International
-------------------------------------------------------------------------------
Ben I. Adler Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Melina E. Higgins Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Elizabeth C. Vice President Managing Director of Goldman, Sachs
Marcellino & Co.
-------------------------------------------------------------------------------
John E. Bowman Vice President Vice President of Goldman, Sachs &
Co.
-------------------------------------------------------------------------------
Raymond G. Matera Vice President Vice President of Goldman, Sachs &
Co.
-------------------------------------------------------------------------------
Katherine B. Enquist Vice Managing Director of Goldman, Sachs
President/Secretary & Co.
-------------------------------------------------------------------------------
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs &
Co.
-------------------------------------------------------------------------------
Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs &
Co.
-------------------------------------------------------------------------------
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs &
Co.
-------------------------------------------------------------------------------
Mary Nee Vice President Executive Director of Goldman Sachs
(Asia) L.L.C.
-------------------------------------------------------------------------------
Richard J. Stingi Vice President Vice President of Goldman, Sachs &
Co.
-------------------------------------------------------------------------------
Ulrika Werdelin Vice President Executive Director of Goldman Sachs
International
-------------------------------------------------------------------------------
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
Adrian M. Jones Vice President Managing Director of Goldman, Sachs
& Co.
-------------------------------------------------------------------------------
SCHEDULE II-D-i
---------------
Schedule II-D-i is hereby amended and restated in its entirety as follows:
The name, position and present principal occupation of each
executive officer of GS Employee Funds 2000 GP, L.L.C., the sole general
partner of GS Capital Partners 2000 Employee Fund, L.P., are set forth
below.
The business address for all the executive officers listed below
is c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004,
except as follows: The business address of Richard S. Sharp, Antoine L.
Schwartz, Hughes B. Lepic, Stephen S. Trevor, Atul Kapur and Ulrika
Werdelin is 133 Fleet Street, London EC4A 2BB, England. The business
address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road,
Central, Hong Kong. The business address of Joseph P. DiSabato is c/o
Goldman, Sachs & Co., 555 California Street, 45th Floor, San Francisco, CA
94104. The business address of Muneer A. Satter is 4900 Sears Tower,
Chicago, IL 60606.
All executive officers listed below are United States citizens,
except as follows: Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of
Singapore. Antoine L. Schwartz and Hughes B. Lepic are citizens of France.
Adrian M. Jones is a citizen of Ireland. Ulrika Werdelin is a citizen of
Sweden.
--------------------------------------------------------------------------------
Name Position Present Principal Occupation
--------------------------------------------------------------------------------
Richard A. Friedman President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Henry Cornell Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Richard S. Sharp Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Esta E. Stecher Vice President/ Managing Director of Goldman, Sachs
Assistant Secretary & Co.
--------------------------------------------------------------------------------
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Muneer A. Satter Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Steven M. Bunson Vice President/ Managing Director of Goldman, Sachs
Assistant Secretary & Co.
--------------------------------------------------------------------------------
Elizabeth C. Vice President Managing Director of Goldman, Sachs
Fascitelli & Co.
--------------------------------------------------------------------------------
David J. Greenwald Vice President/ Managing Director of Goldman, Sachs
Assistant Secretary & Co.
--------------------------------------------------------------------------------
David M. Weil Assistant Treasurer Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Hughes B. Lepic Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Russell E. Makowsky Vice President/ Managing Director of Goldman, Sachs
Assistant Secretary & Co.
--------------------------------------------------------------------------------
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Douglas F. Londal Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Stephen S. Trevor Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Robert G. Doumar, Jr. Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Ben I. Adler Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Melina E. Higgins Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Elizabeth C. Vice President Managing Director of Goldman, Sachs
Marcellino & Co.
--------------------------------------------------------------------------------
Adrian M. Jones Vice President Managing Director of Goldman, Sachs
& Co.
--------------------------------------------------------------------------------
Atul Kapur Vice President Managing Director of Goldman Sachs
International
--------------------------------------------------------------------------------
John E. Bowman Vice President Vice President of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Katherine B. Enquist Vice President/ Managing Director of Goldman, Sachs
Secretary & Co.
--------------------------------------------------------------------------------
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Raymond G. Matera Vice President Vice President of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Mary Nee Vice President Executive Director of Goldman Sachs
(Asia) L.L.C.
--------------------------------------------------------------------------------
Richard J. Stingi Vice President Vice President of Goldman, Sachs &
Co.
--------------------------------------------------------------------------------
Ulrika Werdelin Vice President Executive Director of Goldman Sachs
International
--------------------------------------------------------------------------------