Ciba Specialty Chemicals Holding Inc/FI, et al. – ‘SC 13D/A’ on 10/13/00 re: Hexcel Corp/DE

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 4 to Schedule 13D                        4     18K 
 2: EX-1        Stock Purchase Agreement                              26     78K 
 3: EX-2        Consent and Termination Agreement                     10     30K 
 4: EX-3        Agreement                                             29     93K 
 5: EX-4        Registration Rights Agreements                        34    108K 

SC 13D/A   —   Amendment No. 4 to Schedule 13D
Document Table of Contents

SC 13D/A
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  

Washington, D.C. 20549  

SCHEDULE 13D/A  

Under the Securities Exchange Act of 1934 
(Amendment No. 4)*  

Hexcel Corporation  
------------------------- 

(Name of Issuer)  

Common Stock, Par Value $0.01 Per Share 
------------------------- 

(Title of Class of Securities)  

428290 10 0 
----------  
(CUSIP Number)  

Oliver Strub, Esq.                     John J. McGraw, Esq. 
Ciba Specialty Chemicals Holding Inc.    Ciba Specialty Chemicals Corporation   
Ciba Specialty Chemicals Inc.                    P.O. Box 2005          
Klybeckstrasse 141                     560 White Plains Road
   CH - 4002, Basel                    Tarrytown, New York 10591
Switzerland                            (914) 785-2000 
41-61-696-3415                                          

----------------------------------------------------- 
(Name, Address and Telephone Number of Persons Authorized 
to Receive Notices and Communications)  

With a copy to: 

Philip A. Gelston, Esq. 
Cravath, Swaine & Moore 
Worldwide Plaza 
825 Eighth Avenue 

New York, New York 10019  
------------------------- 

October 11, 2000  

(Date of Event which Requires 
Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to        
report the acquisition which is the subject of this Schedule 13D, and is        
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the  
following box: [ ]                                                              

* The remainder of this cover page shall be filled out for a reporting          
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter disclosures provided in a prior cover page.                         

SC 13D/A
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   This Amendment No. 4 amends and supplements the Statement on Schedule 13D
filed with the Securities and Exchange Commission on October 4, 1995, as        
amended by Amendment No. 1 thereto filed on March 8, 1996, Amendment No. 2      
thereto filed on March 18, 1997 and Amendment No. 3 thereto filed on August     
21, 2000 (collectively, the "Statement"). Capitalized terms used and not        
defined herein shall have the meanings assigned to such terms in the            
Statement.                                                                      

Item 6.   Contracts, Arrangements, Understandings or Relationships With         
Respect to Securities of the Issuer.                        

        Item 6 is hereby amended by adding the following language at the end
of this item:                                               

       On October 11, 2000, Ciba Specialty Chemicals Holding Inc. ("SCH"),
Ciba Specialty Chemicals Inc. ("SCI"), Ciba Specialty Chemicals       
Corporation ("SCC" and, together with SCI, the "Sellers") and certain 
 affiliates of GS Capital Partners 2000, L.P. (the "Purchasers") entered
  into a Stock Purchase Agreement pursuant to which the Sellers would sell
to the Purchasers (the "Sale"), and the Purchasers would purchase from
the Sellers, an aggregate of 14,525,000 shares of Common Stock for an 
aggregate price per share of $11.00, consisting of $8.50 per share in 
cash and $2.50 per share in notes, for an aggregate purchase price of 
$159,775,000.                                                         

In connection with the Sale, (i) SCH and Hexcel Corporation 
 ("Hexcel") entered into a Consent and Termination Agreement dated as of
October 11, 2000, (ii) the Purchasers entered into an agreement with  
 Hexcel dated as of October 11, 2000 and (iii) the Purchasers and Hexcel
will enter into a registration rights agreement at the closing of the 
Sale.                                                                 

      SCH continues to explore its options for the sale of its remaining
interest in Hexcel                                                              

Item 7.   Material To be Filed as Exhibits.                                     

1.   Stock Purchase Agreement dated as of October 11, 2000, among LXH,
L.L.C., LXH II, L.L.C., SCH and the Sellers.                

2.   Consent and Termination Agreement dated as of October 11, 2000,  
between Hexcel Corporation and SCH.                         

3.   Agreement dated as of October 11, 2000, among Hexcel Corporation,
LXH, L.L.C. and LXH II, L.L.C.                              

4.   Form of Registration Rights Agreement to be entered into among   
Hexcel Corporation, LXH, L.L.C. and LXH II, L.L.C.          

SC 13D/A
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SIGNATURE 

 After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in    
this statement is true, complete and correct.                                   

Dated October 13, 2000                                                          

                        CIBA SPECIALTY CHEMICALS HOLDING INC.,

by /s/ Steven Ballmer                by /s/ Peter Sidler                        
------------------------------       --------------------------           
Name:  Steven Ballmer                Name:  Peter Sidler                  
  Title: Senior Tax Counsel            Title: Senior Tax and Corporate Counsel

 After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in    
this statement is true, complete and correct.                                   

Dated October 13, 2000                                                          

                CIBA SPECIALTY CHEMICALS INC.,

by /s/ Steven Ballmer                by /s/ Peter Sidler                        
------------------------------       --------------------------           
Name:  Steven Ballmer                Name:  Peter Sidler                  
  Title: Senior Tax Counsel            Title: Senior Tax and Corporate Counsel

 After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in    
this statement is true, complete and correct.                                   

Dated October 13, 2000                                                          

                       CIBA SPECIALTY CHEMICALS CORPORATION,

               by /s/ John J. McGraw
                          --------------------------
                     Name:  John J. McGraw
                      Title: Vice President,
                                           General Counsel and Secretary

SC 13D/A
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                                                                           4

Index to Exhibits 

Exhibit No.                     Description                 Page            

1         Stock Purchase Agreement dated as of             *          
October 11, 2000, among LXH, L.L.C., LXH          
II, L.L.C., Ciba Specialty Chemicals              
Holding Inc., Ciba Specialty Chemicals            
Inc. and Ciba Specialty Chemicals                 
Corporation.                                      

2         Consent and Termination Agreement dated          *          
as of October 11, 2000, between Hexcel            
Corporation and Ciba Specialty Chemicals          
Holding Inc.                                      

3         Agreement dated as of October 11, 2000,          *          
among Hexcel Corporation, LXH, L.L.C.             
and LXH II, L.L.C.                                

4         Form of Registration Rights Agreement to         *          
be entered into among Hexcel                      
Corporation, LXH, L.L.C. and LXH II,              
L.L.C.                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/13/00		3					8-K
		10/11/00		1		4
		8/21/00		2
		3/18/97		2					SC 13D/A
		3/8/96		2					SC 13D/A
		10/4/95		2
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