Hexcel Corp/DE – ‘NT 10-K’ for 12/31/93

As of:  Thursday, 3/31/94   ·   For:  12/31/93   ·   Accession #:  912057-94-1221   ·   File #:  1-08472

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Notice of a Late Filing of a Form 10-K   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 10-K     Notice of a Late Filing of a Form 10-K                 7     31K 

NT 10-K
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C. 20549

 FORM 12b-25
                                                             SEC FILE NUMBER
                           NOTIFICATION OF LATE FILING      [                  ]
                                                            CUSIP NUMBER
                                                            [                  ]
(CHECK ONE):                                                                    
[x] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q  [ ] Form N-SAR      

For Period Ended: December 31, 1993               
   -----------------
[ ] Transition Report on Form 10-K                
[ ] Transition Report on Form 20-F                
[ ] Transition Report on Form 11-K                
[ ] Transition Report on Form 10-Q                
[ ] Transition Report on Form N-SAR               
               For the Transition Period Ended _________________________________

  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
  NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.        
------------------------------------------------------------------------------- 

If the notification relates to a portion of the filing checked above, identify  
the Item(s) to which the notification relates:                                  

N/A                                                         
------------------------------------------------------------------------------- 

PART I - REGISTRANT INFORMATION                                                 
HEXCEL CORPORATION                                          
------------------------------------------------------------------------------- 
Full Name of Registrant                                                         

N/A                                                         
------------------------------------------------------------------------------- 
Former Name if Applicable                                                       

5794 West Las Positas Boulevard                             
------------------------------------------------------------------------------- 
Address of Principal Executive Office (STREET AND NUMBER)                       
Pleasanton, CA 94588                                        
------------------------------------------------------------------------------- 
City, State and Zip Code                                                        

PART II - RULES 12b-25(b) AND (c)                                               

If the subject report could not be filed without unreasonable effort or expense 
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)                                        

       (a)  The reasons described in reasonable detail in Part III of this
         form could not be eliminated without unreasonable effort or
expense;                                          
[X]       (b)  The subject annual report, semi-annual report, transition report 
        on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or portion
            thereof, will be filed on or before the fifteenth calendar day
         following the prescribed due date; or the subject quarterly
          report of transition report on Form 10-Q, or portion thereof
             will be filed on or before the fifth calendar day following the
prescribed due date; and                          
          (c)  The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.            

PART III - NARRATIVE                                                            

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,     
N-SAR, or the transition report or portion thereof, could not be filed within   
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)                     
SEE ATTACHED.                                                         

                                                 (ATTACH EXTRA SHEETS IF NEEDED)
                                                                 SEC 1344(11-91)

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PART IV - OTHER INFORMATION                                                     

(1)  Name and telephone number of person to contact in regard to this           
notification                                                          

Rodney P. Jenks                 510                       847-9500    
     ---------------------------   ---------------     -------------------------
             (Name)              (Area Code)              (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the  
 Securities Exchange Act of 1934 or Section 30 of the Investment Company
     Act of 1940 during the preceding 12 months (or for such shorter period that
  the registrant was required to file such reports) been filed?  If answer
is no, identify report(s).                                            
          [X] YES   [ ] NO
     ---------------------------------------------------------------------------
(3)  Is it anticipated that any significant change in results of operations from
    the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion   
thereof?                                                              
          [X] YES   [ ] NO

  If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.                               

        See explanation contained in Press Release attached hereto as Exhibit I.
     ---------------------------------------------------------------------------

HEXCEL CORPORATION
 ---------------------------------------------------------------
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned      
hereunto duly authorized.                                                       

Date      March 30, 1994                by /s/ Rodney P. Jenks                  
    ----------------------------------    ------------------------------------
                                         Rodney P. Jenks, Vice President

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative.  The name and title of the person  
signing the form shall be typed or printed beneath the signature. If the        
statement is signed on behalf of the registrant by an authorized representative 
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.                  

------------------------------------ATTENTION-----------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal      
Violations (See 18 U.S.C. 1001)                                                 
--------------------------------------------------------------------------------

GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.                

2. One signed original and four conformed copies of this form and amendments    
thereto must be completed and filed with the Securities and Exchange      
Commission, Washington, D.C. 20549, in accordance with rule 0-3 of the    
  General Rules and Regulations under the Act. The information contained in or
  filed with the form will be made a matter of public record in the Commission
files.                                                                    

3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the 
registrant is registered.                                                 

4. Amendments to the notifications must also be filed on form 12b-25 but need   
  not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.                            

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 ATTACHMENT TO FORM 12b-25
HEXCEL CORPORATION
 RELATING TO FORM 10-K
FOR PERIOD ENDED DECEMBER 31, 1993

PART III.  NARRATIVE                                                            

On December 6, 1993, the Registrant filed a voluntary petition for relief under 
the provisions of Chapter 11 of the United States Bankruptcy Code.  This        
followed several months of internal restructuring, which among other things     
resulted in significant changes among the Registrant's executive officers and   
reductions in personnel.  The remaining personnel, especially key individuals in
the Finance and Legal Departments, have had to devote a substantial amount of   
time to the bankruptcy proceedings and related issues.  Such issues include     
updating the Registrant's strategic business plan and developing a plan of      
reorganization for approval by its creditors and equity holders and confirmation
by the Bankruptcy Court.  These same individuals are critical to the preparation
of the Registrant's Form 10-K for the period ended December 31, 1993, but they  
have been unable to provide the full attention needed in the first quarter of   
1994 due to the urgency of the bankruptcy and other matters.  These matters have
a major impact on ongoing business operations and the information presented in  
the Form 10-K.  To obtain additional personnel to assist in any of these matters
not only would have resulted in significant expense to the Registrant, but would
have further diverted the attention of the existing staff to supervise and train
the new people.                                                                 

As a result of the Bankruptcy filing, the Registrant was required to obtain the 
approval of the Bankruptcy Court in order to engage its auditors for the year   
end audit.  Accordingly, the start of the audit was delayed by one month, thus  
contributing to the Registrant's inability to file the 10-K in the prescribed   
time.  Additionally, this year end audit is far more difficult and complex than 
in the prior year due to the major issues of bankruptcy, restructuring,         
financing, going concern, and asset realizable value.                           

The reductions in staff, combined with the necessity of devoting these limited  
resources to a number of time-sensitive projects, have resulted in the          
Registrant's inability to file the 10-K report in the prescribed time without   
unreasonable efforts or expense.                                                

NT 10-K
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                                                                       Exhibit I

[logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NEWS RELEASE
--------------------------------------------------------------------------------
Hexcel Corporation
 5794 W. Las Positas Blvd.
 Pleasanton, CA  94588
(510) 847-9500
--------------------------------------------------------------------------------
                                                     CONTACT:  WILLIAM P. MEEHAN

                                                                  (510) 847-9500

HEXCEL REPORTS FOURTH QUARTER AND YEAR-END 1993 RESULTS                         

PLEASANTON, CA  (MARCH 18, 1994)  -- Hexcel Corporation ( NYSE/PSE:  "HXL" )    
today reported results for the fourth quarter and year ended December 31, 1993. 
The 1993 fourth quarter loss from continuing operations was $29.4 million or    
$4.03 per share, including a $2.6 million charge for further restructuring, a   
$12.6 million charge for asset write-downs and other expenses and a $10.9       
million reserve for existing tax assets.  This loss reflects the adverse impact 
that Chapter 11 proceedings have had on operations and asset realization, as    
well as the difficult business environment.  The 1992 fourth quarter loss from  
continuing operations was $22.7 million or $3.12 per share, which included a    
$23.5 million restructuring charge.  Sales were $80.3 million in the fourth     
quarter of 1993, 9% lower than the $88.5 million of sales in the fourth quarter 
of 1992.                                                                        

The loss from continuing operations for 1993, including $65.4 million of charges
for restructuring, asset write-downs and other expenses, was $86.5 million or   
$11.79 per share. In 1992, the loss from continuing operations was $17.7 million
or $2.43 per share, including the $23.5 million restructuring charge recorded in
the fourth quarter. Sales declined to $338.6 million in 1993 from $386.3 million
a year earlier, a decrease of 12%, reflecting the deteriorating condition of the
aerospace industry.                                                             

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Operating losses and restructuring activities during 1993 required substantial  
amounts of cash.  Management was unable to persuade its senior U.S. lenders to  
accept a financial restructuring proposal that would have provided up to $40.0  
million of new financing. With the Company operating at critically low levels of
cash and needing additional financing to fund its restructuring program, Hexcel 
(U.S.) Corporation filed a voluntary petition for relief under the provisions of
Chapter 11 of the United States Bankruptcy Code on December 6, 1993. This filing
will allow the Company to prepare a plan of reorganization to restructure its   
financial obligations.                                                          

The Company is currently developing the reorganization plan. In connection with 
that process, management has evaluated the impact of bankruptcy proceedings and 
other current events and information since the third quarter of 1993 on the     
Company's operations, assets and restructuring activities. Also, management has 
identified certain actions necessary to stabilize the Company during the        
reorganization process including additional personnel reductions. As a result,  
the Company recorded a charge of $2.6 million for further restructuring and a   
$12.6 million charge for asset write-downs and other expenses in the fourth     
quarter of 1993. This $12.6 million charge included write-downs of certain      
non-operating assets not related to the day to day business and increases in    
reserves for warranties and environmental matters on property previously owned. 
The Company also recorded a reserve of $10.9 million to reflect the adverse     
impact on the future realization of existing U.S. tax assets as a result of the 
bankruptcy.                                                                     

Due to depressed European business conditions, particularly in the aerospace    
industry, Hexcel S.A., the Company's Belgian subsidiary, is operating at a loss.
This subsidiary is also investigating possible significant warranty claims. The 
losses and restructuring activities are consuming cash. Hexcel S.A. is currently
in negotiations with its lenders regarding the commitment of credit facilities  
which expired beginning on March 16, 1994. There is no assurance that these     
negotiations will be successful or that such lenders will extend their          
short-term credit agreements for any specified length of time. As a result,     
Hexcel S.A.'s ability to continue as a going concern                            

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is subject to its obtaining the needed financing, successfully implementing its 
restructuring plan and meeting minimum Belgian statutory capital requirements.. 
Because Hexcel U.S. is in bankruptcy, it is unable to financially support this  
subsidiary without Bankruptcy Court approval. The parent company currently has  
receivables of approximately $9 million from this subsidiary.                   

Commenting on 1993, Mr. John J. Lee, Chairman and CEO stated, "This past year   
has been an extremely difficult one for Hexcel. Since December 1992, the Company
has responded to the business decline by establishing restructuring programs    
which include significant headcount reductions; the closure of the Graham,      
Texas, plant; rationalization of production processes; and the write-downs and  
disposition of impaired assets. These programs have resulted in the recording of
$88.9 million of charges for restructuring, asset write-downs and other         
expenses.  Since the beginning of 1993, the Company has reduced its worldwide   
workforce by more than 23% from 3,050 to 2,340. The restructuring of Hexcel is  
essential for its future viability. Prior to the Chapter 11 filing,             
restructuring activities early in the year consumed more cash than we generated 
and we had to defer a number of restructuring actions due to the lack of cash.  
The approval of the $35.0 million debtor-in-possession revolving line of credit 
from The CIT Group/Business Credit Inc. will facilitate payment for all post    
petition goods and services."                                                   

"Our energies are focused on maintaining normal business operations, improving  
the quality of products and services that we provide, and developing a plan of  
reorganization."                                                                

Hexcel Corporation is an international developer and manufacturer of honeycomb, 
advanced composites, reinforcement fabrics and resins used in the commercial    
aerospace, space and defense and general industrial markets.                    

                                                                Continued.......

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 HEXCEL  CORPORATION
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


                                                            Unaudited                  Unaudited         
                                                        Three Months Ended        Twelve Months Ended    
                                                           December  31,             December  31,       
                                                       --------------------       --------------------   
(In thousands, except per share data)                   1993          1992         1993          1992    
-----------------------------------------------------------------------------  --------------------------
                                                                                                         
Net sales                                           $  80,259      $  88,528   $  338,568     $  386,289 

Cost of sales                                         (67,309)       (74,846)    (282,116)      (309,335)
-----------------------------------------------------------------------------  --------------------------

Gross margin                                           12,950         13,682       56,452         76,954 

Marketing, general and adminis                        (14,526)       (18,386)     (61,551)       (73,167)
Restructuring expense                                  (2,600)       (23,500)     (52,600)       (52,600)
Other income (expense)                                (12,638)            --      (12,780)         4,353 
-----------------------------------------------------------------------------  --------------------------

Operating loss                                        (16,814)       (28,204)     (70,479)       (15,360)

Interest                                               (2,277)        (2,399)      (9,135)        (8,695)
Bankruptcy reorganization expe                           (641)            --         (641)            -- 
-----------------------------------------------------------------------------  --------------------------

Loss from continuing operation                        (23,431)       (22,727)     (86,456)       (17,706)

Benefit (provision) for taxes                          (9,699)         7,876       (6,201)         6,349 
-----------------------------------------------------------------------------  --------------------------

Loss from continuing operation                        (29,431)       (22,727)     (86,456)         6,349 

Discontinued operations - loss                                                                           
  during phase-out period, net of taxes                    --         (2,022)      (4,039)        (4,472)
-----------------------------------------------------------------------------  --------------------------

Loss before extraordinary item                        (29,431)       (24,749)     (90,495)       (22,178)

Extraordinary item - gain on                                                                             
  redemption of convertible                                                                              
  subordinated debentures, net                             --             --           --            956 
-----------------------------------------------------------------------------  --------------------------

Loss before cumulative effects                                                                           
  of accounting changes                               (29,431)       (24,749)     (90,495)       (21,222)

Cumulative effects of accounting changes:                                                                
  Postretirement benefits, net                             --             --           --         (8,052)
  Income taxes                                             --             --        4,500             -- 
-----------------------------------------------------------------------------  --------------------------
Net loss                                            $ (29,431)     $ (24,749)    $(85,995)      $(29,274)
----------------------------------------------------------------------------   --------------------------
----------------------------------------------------------------------------   --------------------------
Net income (loss) per share and equivalent share:                                                        
  Primary and fully diluted:                                                                             
    Continuing operations                           $   (4.03)     $   (3.12)    $ (11.79)       $ (2.43)
    Discontinued operations                                --          (0.28)       (0.55)         (0.62)
    Extraordinary item                                     --             --           --           0.13 
    Cumulative effects of acco                             --             --         0.61          (1.11)
-----------------------------------------------------------------------------  --------------------------

Net loss                                            $   (4.03)     $   (3.40)    $ (11.73)       $ (4.03)
-----------------------------------------------------------------------------  --------------------------

Shares and equivalent shares outstanding,                                                                
  average                                               7,309          7,287        7,330          7,272 
-----------------------------------------------------------------------------  --------------------------
-----------------------------------------------------------------------------  --------------------------

                                                             ###                                         


CONTACT: Hexcel Corporation, Pleasanton, California                             
William P. Meehan, (510) 847-9500                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘NT 10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/94
		3/30/94		2
		3/18/94		4
		3/16/94		5
For Period End:		12/31/93		1		4			10-K,  10-K/A
		12/6/93		3		5
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