UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a12
HEXCEL CORPORATION
(Name of Registrant as Specified In Its Charter)
O.S.S. CAPITAL MANAGEMENT LP
OSCAR S. SCHAFER & PARTNERS I LP
OSCAR S. SCHAFER & PARTNERS II LP
O.S.S. OVERSEAS FUND LTD.
O.S.S. ADVISORS LLC
SCHAFER BROTHERS LLC
OSCAR S. SCHAFER
PETER J. GRONDIN
EDWARD A. BLECHSCHMIDT
TIMOTHY D. LEULIETTE
JOACHIM V. HIRSCH
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 011.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 011 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 011(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
2
PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2008
ANNUAL MEETING OF STOCKHOLDERS OF
HEXCEL CORPORATION
PROXY STATEMENT OF
THE OSS GROUP
To Our Fellow Hexcel Stockholders:
This proxy statement and the enclosed WHITE proxy card are being furnished
to stockholders of Hexcel Corporation ("Hexcel" or the "Company") in connection
with the solicitation of proxies by Oscar S. Schafer & Partners II LP ("OSS II")
and its affiliates (collectively, "we" or the "OSS Group") to be used at the
2008 annual meeting of stockholders of Hexcel, including any adjournments or
postponements thereof and any meeting held in lieu thereof (the "2008 Annual
Meeting"). The 2008 Annual Meeting is scheduled to be held at [ ]a.m. (local
time) on [ ], 2008, at [ ]. This proxy statement and the
WHITE proxy card are first being furnished to stockholders on or about ,
2008.
THIS SOLICITATION IS BEING MADE BY THE OSS GROUP AND NOT ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
We are soliciting your proxy for the 2008 Annual Meeting in support of the
following proposals:
1. To elect Edward A. Blechschmidt, Timothy D. Leuliette and Joachim V. Hirsch
(each a "Nominee" and collectively, the "Nominees") to serve as directors of the
Company; and
2. To ratify the Board's appointment of PricewaterhouseCoopers LLP (the
"Accountants") as the independent registered public accounting firm for the
Company in 2008 and to authorize the Audit Committee to set the independent
auditors' remuneration.
Hexcel has disclosed that the record date for determining stockholders entitled
to notice of and to vote at the 2008 Annual Meeting is [ ], 2008 (the "Record
Date"). Stockholders of record at the close of business on the Record Date will
be entitled to vote at the 2008 Annual Meeting. The Company disclosed that on
February 18, 2008 there were 95,814,889 shares of Common Stock, $1.00 par value
per share (the "Common Stock" or "Shares"), outstanding as reported in the
Company's Annual Report on Form 10K filed on February 22, 2008. Please refer to
the Company's proxy statement for the 2008 Annual Meeting for the current number
of Shares outstanding and entitled to vote at the 2008 Annual Meeting. Each
Share has one vote.
The OSS Group beneficially owns, in the aggregate, 5,285,900 Shares,
representing approximately 5.5% of the Company's outstanding Common Stock.
We intend to vote our Common Stock FOR the election of our Nominees and FOR
the candidates who have been nominated by Hexcel other than ,
and and FOR the ratification of the Board's appointment of the
Accountants as the independent registered public accounting firm of the Company
for 2008 and to authorize the Audit Committee to set the independent auditors'
remuneration.
OUR NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL HEXCEL
STOCKHOLDERS. WE BELIEVE THAT ELECTING THEM TO THE BOARD WILL HAVE A POSITIVE
EFFECT ON THE FUTURE OF HEXCEL. ACCORDINGLY, WE URGE YOU TO VOTE YOUR WHITE
PROXY CARD FOR OUR NOMINEES.
HOW TO VOTE YOUR SHARES
As explained in the detailed instructions on your WHITE proxy card, there
are four ways you may vote. You may:
1. Sign, date and return the enclosed WHITE proxy card in the enclosed
postage-paid envelope. We recommend that you vote on the WHITE proxy
card even if you plan to attend the 2008 Annual Meeting;
2. Vote via the Internet by following the voting instructions on the
WHITE proxy card or the voting instructions provided by your broker,
bank or other holder of record. Internet voting procedures are
designed to authenticate your identity, allow you to vote your Shares
and confirm that your instructions have been properly recorded. Your
Internet vote authorizes the named proxies to vote your Shares in the
same manner as if you had signed and returned a proxy card. If you
submit your vote by Internet, you may incur costs associated with
electronic access, such as usage charges from Internet access
providers and telephone companies;
3. Vote by telephone by following the voting instructions on the WHITE
proxy card or the instructions provided by your broker, bank or other
holder of record. Your telephone vote authorizes the named proxies to
vote your Shares in the same manner as if you had signed and returned
a proxy card; or
4. Vote in person by attending the 2008 Annual Meeting. Written ballots
will be distributed to stockholders who wish to vote in person at the
2008 Annual Meeting. If you hold your shares through a bank, broker or
other custodian, you must obtain a legal proxy from such custodian in
order to vote in person at the meeting.
WE URGE YOU NOT TO SIGN ANY [HEXCEL COLOR] PROXY CARD SENT TO YOU BY THE
COMPANY. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PREVIOUSLY SIGNED
[HEXCEL COLOR] PROXY BY SIGNING AND RETURNING A LATER-DATED WHITE PROXY CARD IN
THE ENCLOSED POSTAGE-PAID ENVELOPE, BY DELIVERING A WRITTEN NOTICE OF REVOCATION
TO THE OSS GROUP OR TO THE SECRETARY OF THE COMPANY, OR BY INSTRUCTING US BY
TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED
(INSTRUCTIONS ARE ON YOUR WHITE PROXY CARD).
HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A WHITE PROXY
CARD EVEN IF YOUR SHARES WERE SOLD AFTER THE RECORD DATE.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE
OR OTHER INSTITUTION ON THE RECORD DATE, ONLY THAT INSTITUTION CAN VOTE THOSE
SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO SIGN
AND RETURN ON YOUR BEHALF THE WHITE PROXY CARD AS SOON AS POSSIBLE.
All of the known Company's proposals are included on the OSS Group's proxy
card. A proxy card that is returned to the OSS Group will be voted as you
indicate on it. If a proxy card is returned without a vote indicated thereon,
the Shares represented thereby will be voted FOR the election of each of the
Nominees, FOR the candidates who have been nominated by Hexcel to serve as
directors other than , and , for
whom the OSS Group is NOT seeking authority to vote for and WILL NOT exercise
such authority and FOR the ratification of the Board's appointment of the
Accountants as the independent registered public accounting firm of the Company
for 2008 and to authorize the Audit Committee to set the independent auditors'
remuneration. There is no assurance that any of Hexcel's nominees will serve as
directors if any of the Nominees are elected. In addition, a proxy card will be
voted in the proxy holders' discretion with respect to such other matters as may
properly come before the meeting.
We have retained MacKenzie Partners, Inc. to assist in communicating with
stockholders in connection with the proxy solicitation and to assist in efforts
to obtain proxies. If you have any questions about executing your WHITE proxy,
voting by telephone or via the Internet or if you require assistance, please
contact:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Stockholders Call TollFree: [ ]
Banks and Brokers Call Collect: [ ]
BACKGROUND TO THE SOLICITATION
The OSS Group has held Shares of Hexcel since 2005. In early 2007, the OSS
Group contacted the Company to discuss ways in which to maximize stockholder
value at Hexcel. On March 9, 2007, O.S.S. Capital Management LP (the "Investment
Manager") sent a letter to the Company expressing its concern regarding the
Company's operating performance relative to its peers and regarding the
perceived lack of concern with this gap in performance by management. The
Investment Manager also noted that a member of the Company's Board of Directors
was stepping down and suggested a candidate for his replacement. The Company did
not accept the suggested candidate.
On April 9, 2007, the Company's Chief Executive Officer met with
representatives of the Investment Manager at its offices. In a letter dated
April 26, 2007, the OSS Group reiterated the underperformance of the Company as
its main concern, as raised during the April 9, 2007 meeting. The Investment
Manager requested a committee of independent directors be formed and that the
committee retain an independent investment bank to advise as to how stockholder
value could best be maximized. Subsequently, on May 10, 2007, the OSS Group made
a presentation of its analysis of the Company's operating performance to the
Company's Board of Directors.
In the following months, the Company took no further action to meet with
the OSS Group, to implement the strategies previously suggested or to provide
any feedback regarding the May presentation. On July 25, 2007, the Investment
Manager sent another letter to the Company expressing its frustration regarding
the Company's lack of responsiveness following the May presentation.
Additionally, the Investment Manager referenced the decline in the Company's
gross margin percentage despite a sales increase. In the letter the Investment
Manager also reiterated its concerns that: (1) the Company is underperforming,
(2) the Company's management is not addressing the shortfall in earnings and (3)
the stockholders are suffering as a result. The Investment Manager again
requested a committee of independent directors be formed and that the committee
retain an independent investment bank to advise as to how stockholder value
could be best maximized.
The Investment Manager contacted the Company on October 22, 2007 to suggest
several candidates for consideration by the Company for appointment or election
to the Board of Directors. The Company did not accept the suggested candidates.
On November 26, 2007 OSS II sent a notice to the Company, (the "Notice")
declaring its intention to nominate the following three persons for election to
the Board of Directors of the Company at the Company's 2008 Annual Meeting: Mr.
Edward A. Blechschmidt; Mr. Timothy D. Leuliette; and Mr. Joachim V. Hirsch. OSS
II also delivered to the Company a demand to inspect the Company's stockholder
list and related materials, pursuant to Section 220 of the Delaware General
Corporation Law. OSS II also disclosed that it and certain of its affiliates and
parties related thereto intended to file preliminary proxy materials with the
U.S. Securities and Exchange Commission (the "SEC") and to solicit proxies in
support of the election of the Nominees at the Company's 2008 Annual Meeting.
Following the Notice, the Company notified the OSS Group that the
Company's Nominating and Corporate Governance Committee (the "Committee") would
consider the Nominees pursuant to its routine practice. The Nominees fully
cooperated with the Committee's process. On February 19, 2008, the Company
notified the OSS Group that it was willing to nominate only one of three
Nominees to the Board. On that same day, and as confirmed by letter dated
February 25, 2008, the OSS Group advised the Company that its offer would not
result in sufficient change in the composition of the Board and accordingly that
the OSS Group intended to proceed with this proxy solicitation.
PROPOSAL 1: ELECTION OF DIRECTORS
According to the Company's 2007 proxy statement, ten directors are to be
elected to the Board at the 2008 Annual Meeting. We recommend that stockholders
elect Edward A. Blechschmidt, Timothy D. Leuliette and Joachim V. Hirsch as
directors of the Company at the 2008 Annual Meeting. Each of our Nominees has
consented to being named as a Nominee and to serving as a director if elected.
If elected, each Nominee will serve until the next annual meeting of
stockholders and until his successor shall have been duly elected and qualified
or until his earlier death, resignation or removal. If elected, each of our
Nominees will be considered an independent director of the Company under
applicable New York Stock Exchange rules.
The OSS Group believes good corporate governance requires that the Board be
comprised of independent-minded directors, not tied to management, who bring a
diverse set of relevant skills and experience to their board service.
Accordingly, the OSS Group has proposed three highly qualified nominees who have
the independence from management as well as the experience required to improve
oversight in this underperforming company. Each of the Nominees has an
extensive, successful business background with significant leadership experience
and will be dedicated to maximizing stockholder value.
Under the Company's Bylaws, a quorum for the transaction of business
requires a majority of the directors in office and Board action requires a
majority of the directors present at a meeting at which a quorum is present.
Accordingly, our Nominees, if elected, will not be able to take Board action at
a meeting of the full Board without the support of at least three other
directors.
Our Nominees are receiving compensation from the OSS Group of $50,000 each
in consideration for their services during the period from their agreeing to be
nominees until the 2008 Annual Meeting. If elected, our Nominees will receive no
further compensation from the OSS Group but will be entitled to such
compensation from the Company as is consistent with the Company's past practices
for services of non-employee directors, which is described in the Company's
proxy statement.
The OSS Group also intends to vote for the candidates who have been
nominated by the Company other than , and
. You should refer to the proxy statement and form of proxy
distributed by Hexcel for the names, background, qualifications and other
information concerning Hexcel's candidates. There is no assurance that any of
Hexcel's nominees will serve as directors if any of the OSS Group's nominees are
elected to the Board. In the event that one or more of our Nominees is elected
and that one or more of the Hexcel nominees declines to serve with such nominee
or nominees, the Company's ByLaws provide that director vacancies may be filled
by the remaining directors then in office, unless sooner filled by stockholders.
THIS SOLICITATION IS BEING MADE BY THE OSS GROUP AND NOT ON BEHALF OF THE
BOARD OR MANAGEMENT OF THE COMPANY.
BIOGRAPHICAL INFORMATION
Background information about our Nominees, including the present principal
occupation or employment and material occupations, positions and offices or
employment for the past five years of each Nominee, is set forth below. Please
see "Information About The Participants" for additional information about our
Nominees.
NAME AND BUSINESS ADDRESS AGE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS
Edward A. Blechschmidt 55 Edward A. Blechschmidt was named Chief Executive Officer of Novelis, Inc. in
202 Radnor Chester Road December 2006 and served in such position until its sale to the Birla Group in
Villanova, PA 19085 May 2007. Novelis, Inc. is the global leader in aluminum rolled products and
aluminum can recycling with revenues over $10 billion. He joined the board of
Novelis in May, 2006. Mr. Blechschmidt is currently retired from active
management positions.
Mr. Blechschmidt was Chairman, Chief Executive Officer and President of
Gentiva Health Services (NASDAQ: GTIV), the nation's leading provider of
specialty pharmaceutical and home health care services, from March, 2000 until
June, 2002. A Fortune 1000 company, Gentiva Health Services reported $1.4
billion in 2001 revenues. Mr. Blechschmidt retired as an officer from Gentiva
after the completion of a sale of their pharmaceutical business to Accredo
Health, Inc. in June, 2002 but continued on the board until May, 2005.
Mr. Blechschmidt holds an undergraduate degree in business from Arizona State
University. He is a member of the board of directors of Healthsouth Corp.
(Chair: Audit Comm.), Columbia Laboratories, Inc. (Vice Chairman, Comp. Comm.,
Scientific Comm., Nominating Comm.), and Lionbridge Technologies, Inc. (Chair:
Audit Comm.). He has held board directorships with Novelis, Inc. (CEO),
Option Care, Inc., Olsten Corp. (CEO), Gentiva Health Services, Inc.
(Chairman & CEO), Neoforma, Inc. (Chair: Audit Comm.), Garden Fresh Restaurant
Corp. (Chair: Audit Comm.), R2 Technology, Inc. (Chair: Audit Comm.), EA
Industries (Chair: Audit Comm.), and the American Association of Homecare.
He is also involved with various private companies and charitable
organizations.
NAME AND BUSINESS ADDRESS AGE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS
Timothy D. Leuliette 58 Timothy D. Leuliette was Co-Chairman and Co-Chief Executive Officer of
c/o Leuliette Partners LLC Asahi Tec Corporation and Chairman and Chief Executive Officer of its
2000 Town Center, Suite 1900 subsidiary Metaldyne Corporation (a company he cofounded in 2000) from
Southfield, MI 48075 January 2007 until January 2008, at which time he left to form his own
investment and financial advisory company.
At Asahi Tec/Metaldyne, Mr. Leuliette provided strategic and operational
leadership to the global automotive supply company with annual revenues of
approximately $3 billion and more than 10,000 employees at 55 facilities
in 15 countries around the world. From October 2006 to the present, Mr.
Leuliette has been Chairman and Chief Executive Officer of Metaldyne. Prior to
holding that position, from January 2001 through October 2006, Mr. Leuliette
was President and Chief Executive Officer of Metaldyne.
Mr. Leuliette holds a Bachelor of Science degree in mechanical engineering
and a master's degree in business administration from the University of
Michigan. He serves on numerous boards including New Detroit Coalition,
Vattikuti Urology Institute of Henry Ford Health Systems and Karmanos Cancer
Institute. He is a past chairman of the board of The Detroit Branch of The
Federal Reserve Bank of Chicago.
NAME AND BUSINESS ADDRESS AGE PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS
Joachim V. Hirsch 55 Mr. Hirsch is currently Vice President of Special Projects for Magna
c/o Magna International Inc. International, a diversified automotive supplier. He has held that position
600 Wilshire Dr. since November, 2007. Beginning in September, 2003, Mr. Hirsch was employed
Troy, MI 48084 as President and Chief Executive Officer of Teksid Aluminum, the largest
global manufacturer of aluminum engine blocks and cylinder heads with a
total sales volume of $1.3 billion with 12 operating facilities across Europe,
the Americas and Asia. Mr. Hirsch left this position in August, 2007.
From September, 2000 until August, 2003, Mr. Hirsch was Chairman, President
and Chief Executive Officer of Textron Fastening Systems, where he was
also a member of the Textron Senior Management Transformation Leadership
Team. Textron Fastening Systems is a segment of Textron Inc., a $10 billion
multiple industry business directed at automotive, aerospace, industrial and
electronic industries. The Fastening Systems segment is a $1.9 billion dollar
business with more than 100 facilities globally and approximately 20,000
employees.
Mr. Hirsch is a Diplom Betriebswirt (business economist) with a degree in
business with an emphasis on foreign trade and operations from the
Fachhochshule fuer Betriebswirtschaft in Reutlingen Germany.
WE STRONGLY URGE YOU TO VOTE FOR THE ELECTION OF OUR NOMINEES BY SIGNING,
DATING AND RETURNING YOUR WHITE PROXY CARD TODAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROPOSAL 2: RATIFY SELECTION OF INDEPENDENT AUDITORS
The Company's proxy statement for the 2008 Annual Meeting will solicit
proxies to ratify the appointment of the Accountants, an independent registered
public accounting firm, as the Company's independent auditors for the fiscal
year ending December 31, 2008 and to authorize the Audit Committee to set the
independent auditors' remuneration. The OSS Group does not object to the
ratification of the appointment of the Accountants as the Company's independent
auditors, and does not object to authorizing the Audit Committee to set the
independent auditors' remuneration and therefore recommends FOR such
ratification.
THE OSS GROUP'S RECOMMENDATIONS
The OSS Group is soliciting proxies to vote TO ELECT Edward Blechschmidt,
Timothy D. Leuliette and Joachim V. Hirsch to the Board of Directors of the
Company, to vote FOR the candidates who have been nominated by Hexcel to serve
as directors other than , and , for whom the
OSS Group are NOT seeking authority to vote for and WILL NOT exercise such
authority and FOR the ratification of the Board's appointment of the Accountants
as the independent registered public accounting firm for the Company in 2008 and
to authorize the Audit Committee to set the independent auditors' remuneration.
There is no assurance that any of Hexcel's nominees will serve as directors if
any of the OSS Group's Nominees are elected to the Board.
Other than the proposals described in this Proxy Statement, the OSS Group
is not aware of any proposals to be brought before the 2008 Annual Meeting.
However, should other proposals be brought before the 2008 Annual Meeting of
which the OSS Group is not made aware within a reasonable time prior to the 2008
Annual Meeting, the persons named as proxies in the enclosed proxy card will
vote on such matters in their discretion.
YOU ARE URGED TO VOTE TO ELECT EACH OF THE OSS GROUP'S NOMINEES ON THE
ENCLOSED WHITE PROXY CARD.
INFORMATION ABOUT THE PARTICIPANTS
This proxy solicitation is being conducted by the OSS Group, which is
comprised of investment funds and accounts managed by the Investment Manager,
each of which is described below. The OSS Group owns approximately 5.5% of the
outstanding Common Stock of Hexcel. The members of the OSS Group and the
Nominees (the "Participants") are participants in this proxy solicitation. The
percentages used herein are based upon 95,814,889 shares of Common Stock
outstanding as reported in the Company's Annual Report on Form 10K filed on
February 22, 2008. Please refer to the Company's proxy statement for the 2008
Annual Meeting for the current number of Shares outstanding. The relationships
and ownership discussed below are only in respect to beneficial ownership of the
Common Stock.
OSCAR S. SCHAFER & PARTNERS II LP AND ITS AFFILIATES
Oscar S. Schafer & Partners II LP ("OSS II") and Oscar S. Schafer &
Partners I LP ("OSS I") are Delaware limited partnerships whose principal
business is to invest in securities. The sole general partner of both OSS I and
OSS II is O.S.S. Advisors LLC, a Delaware limited liability company ("OSSA").
The members of OSSA are Oscar S. Schafer and Andrew J. Goffe. Mr. Schafer, along
with Jane Fleming and J.D. Hunter, are directors of O.S.S. Overseas Fund Ltd., a
Cayman Islands exempted company ("OSS Overseas"). Ms. Fleming's principal
occupation is as an assistant client accountant at Queensgate Bank & Trust
Company Ltd. ("Queensgate"), and Mr. Hunter's principal occupation is as the
Managing Director at Queensgate. O.S.S. Capital Management LP, a Delaware
limited partnership (the "Investment Manager"), serves as investment manager and
management company to OSS Overseas, OSS I and OSS II and has investment
discretion with respect to the shares beneficially owned by OSS Overseas, OSS I
and OSS II. The sole general partner of the Investment Manager is Schafer
Brothers LLC, a Delaware limited liability company ("SB LLC"). The principal
business of SB LLC is to serve as the general partner of the Investment Manager,
and the sole member of SB LLC is Oscar S. Schafer.
The principal business address of OSS II, OSS I, OSSA, the Investment
Manager, SB LLC and Oscar S. Schafer is 598 Madison Avenue, New York, NY 10022.
The principal business address of OSS Overseas is SEI Investments Global
(Cayman) Limited, Harbor Place, 5th Floor, South Church Street, PO Box 30464
SMB, Grand Cayman, Cayman Islands, British West Indies. The principal business
address of Ms. Fleming and Mr. Hunter is Queensgate Bank & Trust Company Ltd.,
5th Floor, Harbour Place, 103 South Church Street, P.O. Box 30464 SMB, Grand
Cayman, Cayman Islands.
NOMINEES
Please see "Proposal 1: Election of Directors" for additional information
about the Nominees.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table shows the beneficial ownership of Hexcel Common Stock
as of the Record Date by the OSS Group and the Nominees. Except as described
below, each of the parties in the table directly owns and has sole voting power
and sole dispositive power with regard to the number of shares of Common Stock
beneficially owned. Please see Annex A for additional information about the OSS
Group's purchases and sales of Common Stock during the last two years.
ENTITY NUMBER OF PERCENT OF
SHARES OUTSTANDING
BENEFICIALLY COMMON
OWNED SHARES
O.S.S. Capital Management LP (1)
Oscar S. Schafer & Partners I LP 205,970 0.2%
Oscar S. Schafer & Partners II LP 2,325,586 2.4%
O.S.S. Overseas Fund Ltd. 2,680,981 2.8%
O.S.S. Advisors LLC (2)
Schafer Brothers LLC (3)
Oscar S. Schafer (4)
Managed Account 73,363(5) 0.1%
Peter J. Grondin 800(6) 0.0%
Edward A Blechschmidt 0
Timothy D. Leuliette 0
Joachim V. Hirsch 0
Total 5,286,700 5.5%
(1) O.S.S. Capital Management LP serves as the investment manager and management
company to O.S.S. Overseas Fund Ltd., Oscar S. Schafer & Partners I LP and Oscar
S. Schafer & Partners II LP, and has investment discretion with respect to the
shares beneficially owned by those entities.
(2) O.S.S. Advisors LLC is the general partner of Oscar S. Schafer & Partners I
LP and Oscar S. Schafer & Partners II LP and as such is deemed to have
beneficial ownership of their shares.
(3) Schafer Brothers LLC, by virtue of being the general partner of the
Investment Manager, may be deemed to have shared voting power and shared
dispositive power with regard to, and therefore may be deemed to beneficially
own (as that term is defined in Rule 13d3 under the Exchange Act of 1934 (the
"Exchange Act")), the stock that the Investment Manager has investment
discretion with respect to.
(4) Oscar S. Schafer, by virtue of being the sole member of Schafer Brothers
LLC, may be deemed to have shared voting power and shared dispositive power with
regard to, and therefore may be deemed to beneficially own (as that term is
defined in Rule 13d3 under the Exchange Act), the stock that the Investment
Manager has investment discretion with respect to.
(5) Shares held for the benefit of a third party in a separately managed account
over which the Investment Manager has investment discretion.
(6) Peter J. Grondin, who serves as an equity analyst for O.S.S. Capital
Management LP and O.S.S. Advisors LLC, owns Shares in his personal account.
NOMINEE AGREEMENTS
Messrs. Blechschmidt, Leuliette and Hirsch have each entered into a Nominee
Agreement pursuant to which the Investment Manager has agreed to pay the costs
of soliciting proxies in connection with the 2008 Annual Meeting, and to defend
and indemnify each of the Nominees with respect to any losses that may be
incurred by them in the event they become a party to litigation based on their
nomination as candidates for election to the board of directors of the Company
and the solicitation of proxies in support of their election. By verbal
agreement, the OSS Group has agreed to pay each of the Nominees $50,000 in
consideration of their efforts from the date of their Nominee Agreement until
the date of the 2008 Annual Meeting. If elected, the Nominees will not receive
any compensation from the OSS Group, but will be entitled to such compensation
from the Company as is consistent with the Company's past practices for services
of nonemployee directors.
INTERESTS OF THE PARTICIPANTS
Each member of the OSS Group and the Nominees has an interest in the
election of directors at the 2008 Annual Meeting as applicable: (i) indirectly
through the beneficial ownership (if any) of Common Stock and other securities
and/or (ii) pursuant to the Nominee Agreements.
Other than as disclosed in this proxy statement, there are no arrangements
or understandings between the OSS Group and any Nominee or any other person or
persons with respect to the nomination of the Nominees.
Other than as disclosed in this proxy statement, neither the OSS Group, any
of the other Nominees nor any of their respective affiliates, associates or
immediate family members, directly or indirectly:
o is, nor was within the past year, party to any contract,
arrangement or understanding with any person with respect to any
securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies;
o has had any relationship with the Company in any capacity other
than as a stockholder that would require disclosure herein;
o has any agreement, arrangement or understanding with respect to
any future employment by the Company or its affiliates;
o has any agreement, arrangement or understanding with respect to
future transactions to which the Company or any of its affiliates
will or may be a party; or have any material interest, direct or
indirect, in any transaction that has occurred since January 1,
2006 or any currently proposed transaction, or series of similar
transactions, to which the Company or any of its affiliates was
or is to be a party and in which the amount involved exceeds
$120,000; or
o is a party adverse to the Company or any of its subsidiaries or
has a material interest adverse to the Company or any of its
subsidiaries in any material legal proceeding.
The OSS Group has filed with the SEC statements on Schedule 13D, which
contain information in addition to that furnished herein. The Schedule 13D,
including amendments thereto, may be inspected at, and copies may be obtained
from, the public reference facilities maintained at the SEC at 100 F Street,
N.E., Washington, DC 20549. Copies of such material can also be obtained upon
written request addressed to the SEC, Public Reference Section, 100 F Street,
N.E., Washington, DC 20549, at prescribed rates. You may obtain information on
the operation of the SEC's Public Reference Room by calling the SEC at (800)
SEC-0330. The SEC also maintains a web site on the Internet (http://www.sec.gov)
where reports, proxy and information statements and other information regarding
issuers and others that file electronically with the SEC may be obtained free of
charge.
PRINCIPAL STOCKHOLDERS
The following information is based on the Company's definitive proxy
statement filed with the SEC on April 5, 2007 and public filings made since by
certain holders of 5% or more of the Company's shares. To the OSS Group's
knowledge, the following tables summarize information with respect to ownership
of the outstanding Common Stock of the Company by (i) all persons known to the
OSS Group to own beneficially more than 5% of the outstanding Common Stock; (ii)
each director and named executive officer of the Company; and (iii) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, each person in the table has sole voting and investment power of the
Common Stock listed as owned by such person. For updated information of the
principal stockholders of the Company, please refer to the Company's proxy
statement for the 2008 Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN PRINCIPAL STOCKHOLDERS
Set forth below is the name, address and stock ownership of each person or
group of persons known by the OSS Group to own beneficially more than 5% of the
outstanding Common Stock, and is based on information provided by the beneficial
owner in public filings made with the SEC.
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF OUTSTANDING
BENEFICIALLY OWNED COMMON SHARES
FMR LLC 6,487,700 6.8%
82 Devonshire Street
Boston, MA 02109
Lord, Abbett & Co. LLC 8,217,337 8.6%
90 Hudson Street
Jersey City, NJ 07302
Earnest Partners LLC 6,903,437 7.2%
1180 Peachtree Street NE, Suite 2300
Atlanta, GA 30309
Jeffery L. Gendell 9,432,617 9.9%
55 Railroad Avenue
Greenwich, CT 06830
Ingalls & Snyder LLC 5,079,385 5.3%
61 Broadway
New York, NY 10006
O.S.S. Capital Management 5,285,900 5.5%
598 Madison Avenue
New York, NY 10022
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of February 28, 2007, the beneficial
ownership of the Common Stock by each of the named executive officers, by
directors and by all then current executive officers and directors of the
Company as a group. Shares of Common Stock subject to options that were
exercisable within 60 days of such date are deemed beneficially owned by the
person holding such options and are treated as outstanding for the purpose of
computing the percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage of any other person. The
business address of each of the Company's directors and executive officers is
Hexcel Corporation, Two Stamford Plaza, 281 Tresser Boulevard, Stamford,
Connecticut 06901.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
Number of Percent of
Shares Outstanding
Name of Beneficial Owner (1) Beneficially Owned(1) Common Stock(2)(3)
David E. Berges 1,570,373 1.6%
Joel S. Beckman 3,276(4) *
H. Arthur Bellows, Jr. 52,120 *
Lynn Brubaker 1,618 *
Jeffery C. Campbell 13,276 *
Sandra L. Derickson 53,026 *
W. Kim Foster 0 0
David C. Hurley 2,525 *
David L. Pugh 1,131 *
Martin L. Solomon 201,750 *
William Hunt 330,969 *
Stephen C. Forsyth 628,801 *
Ira J. Krakower 596,283 *
Joseph H. Shaulson 407,613 *
Executive officers as a group 3,951,203 4.1%
(a total of 17 including those named above and all directors and nominees)
(1) Includes Shares underlying stockbased awards that either were vested as of
February 28, 2007, will vest within sixty days of that date or would vest
upon retirement of the individual. These Shares are beneficially owned as
follows: Mr. Berges 1,260,592; Mr. Beckman 3,276; Mr. Bellows 42,120; Ms.
Brubaker 1,618; Mr. Campbell 13,276; Ms. Derickson 24,943; Mr. Hurley
2,525; Mr. Pugh 1,131; Mr. Solomon 108,396; Mr. Hunt 233,163; Mr. Forsyth
493,630; Mr. Krakower 539,122; Mr. Shaulson 356,305; all other executive
officers and directors as a group 76,856. None of the Company's directors
or named executive officers had directly pledged any of the Company's
Common Stock as security; however, a total of 10,000 shares were held by
Mr. Bellows in a margin account.
(2) Based on 93,984,742 Shares issued and outstanding as of February 28, 2007.
As required by SEC rules, for each individual person listed in the chart
the percentage is calculated assuming that the shares listed in footnote
(1) above for such person are outstanding, but that none of the other
shares referred to in footnote (1) above are outstanding. In particular,
Shares underlying stockbased awards are deemed outstanding to the extent
they are vested as of February 28, 2007 or would have vested within sixty
days of that date, or would vest upon retirement of the individual.
(3) An asterisk represents beneficial ownership of less than 1%.
(4) Includes 2,592 shares underlying stockbased awards granted to Mr. Beckman
that were held for the benefit of Greenbriar Equity Group LLC. Mr. Beckman
disclaimed beneficial ownership of these shares.
VOTING AND PROXY PROCEDURES
The enclosed WHITE proxy card may be executed only by holders of record of
Shares on the Record Date. If you were a stockholder of record on the Record
Date, you will retain your voting rights at the 2008 Annual Meeting even if you
sell your Shares after the Record Date. Accordingly, it is important that you
vote the Shares held by you on the Record Date, or grant a proxy to vote your
Shares on the WHITE proxy card, even if you sell your Shares after the Record
Date. The Shares represented by each WHITE proxy card that is properly executed
and returned to the OSS Group will be voted at the 2008 Annual Meeting in
accordance with the instructions marked thereon. If you have signed the WHITE
proxy card and no marking is made, you will be deemed to have given a direction
to vote all of the Shares represented by the WHITE proxy card FOR (i) the
election of all of our Nominees and for the candidates who have been nominated
by the Company other than , and and (ii) the
ratification of the Board's appointment of the Accountants as the Company's
independent registered public accounting firm for 2008 and to authorize the
Audit Committee to set the independent auditors' remuneration. There is no
assurance that any of Hexcel's nominees will serve as directors if any of the
OSS Group's Nominees are elected to the Board. In addition, a proxy card will be
voted in the proxy holders' discretion with respect to such other matters as may
properly come before the meeting.
If you hold your Shares in the name of one or more brokerage firms, banks
or nominees, only they can vote your Shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a WHITE proxy card representing your
Shares to be signed and returned. The OSS Group urges you to confirm in writing
your instructions to the person responsible for your account and to provide a
copy of those instructions to The OSS Group, c/o MacKenzie Partners, Inc. 105
Madison Avenue, New York, New York 10016, so that we will be aware of all
instructions given and can attempt to ensure that those instructions are
followed.
REVOCATION OF PROXIES
Any stockholder of record may revoke or change his or her proxy
instructions at any time prior to the vote at the 2008 Annual Meeting by:
o submitting a properly executed, subsequently dated WHITE proxy
card (including an Internet or telephone vote) that will revoke
all prior proxy cards, including any [COLOR HEXCEL] proxy cards
which solicit a proxy in favor of all of the incumbent directors;
o attending the 2008 Annual Meeting and withdrawing his or her
proxy by voting in person (although attendance at the 2008 Annual
Meeting will not in and of itself constitute revocation of a
proxy);
o following the voting instructions on the WHITE proxy card or the
voting instructions provided by your broker, bank or other holder
of record to properly submit a vote by Internet or telephone;
which will revoke all prior proxy cards, including any [COLOR
HEXCEL] proxy cards; or
o delivering written notice of revocation either to the OSS Group
c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New
York 10016, or the Corporate Secretary of Hexcel at Two Stamford
Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901, or any
other address provided by the Company.
Although a revocation is effective if delivered to the Company, the OSS
Group requests that either the original or a copy of any revocation be mailed to
the OSS Group c/o MacKenzie Partners, Inc., 105 Madison Avenue, New York, New
York 10016, so that the OSS Group will be aware of all revocations and can more
accurately determine if and when the requisite proxies for the election of our
Nominees as directors set forth herein have been received. The OSS Group may
contact stockholders who have revoked their proxies.
IF YOU PREVIOUSLY SIGNED AND RETURNED A [COLOR HEXCEL] PROXY CARD TO THE
COMPANY, THE OSS GROUP URGES YOU TO REVOKE IT BY (1) SIGNING, DATING AND
RETURNING THE WHITE PROXY CARD IN THE ENCLOSED POSTAGEPAID ENVELOPE, (2)
INSTRUCTING US BY TELEPHONE OR VIA THE INTERNET AS TO HOW YOU WOULD LIKE YOUR
SHARES VOTED, (3) ATTENDING THE 2008 ANNUAL MEETING AND VOTING IN PERSON OR (4)
DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE OSS GROUP OR TO THE SECRETARY
OF THE COMPANY.
QUORUM AND VOTING
Please refer to the Company's proxy statement for the 2008 Annual Meeting
for the number of Shares outstanding and entitled to vote at the 2008 Annual
Meeting. Only stockholders of record at the close of business on the Record Date
will be entitled to vote at the 2008 Annual Meeting. Each Common Share has one
vote. Stockholders of the Company will not have rights of appraisal or similar
dissenter's rights with respect to any matter to be acted upon at the 2008
Annual Meeting. The presence, in person or by proxy, of holders of Shares
representing a majority of the outstanding Shares eligible to vote at the 2008
Annual Meeting will constitute a quorum. Abstentions and broker nonvotes will
be counted as present for purposes of determining whether a quorum is present at
the 2008 Annual Meeting. Assuming a quorum is present or otherwise represented
at the 2008 Annual Meeting, the ten nominees receiving the highest number of
votes cast will be elected. YOUR VOTE IS EXTREMELY IMPORTANT. WE URGE YOU TO
SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY OR INSTRUCT US BY
TELEPHONE OR VIA THE INTERNET TO VOTE FOR THE ELECTION OF THE OSS GROUP'S
NOMINEES SET FORTH IN THIS PROXY STATEMENT.
COST AND METHOD OF SOLICITATION
The OSS Group has retained MacKenzie Partners, Inc. to serve as an advisor
and to provide consulting and analytic services and solicitation services in
connection with the solicitation of proxies. For these services, MacKenzie
Partners, Inc. is to receive a fee of approximately $ , plus reimbursement
for its reasonable out-of-pocket expenses. The OSS Group has agreed to indemnify
MacKenzie Partners, Inc. against certain liabilities and expenses. Proxies may
be solicited by mail, courier services, Internet, advertising, telephone,
facsimile or in person. It is anticipated that MacKenzie Partners, Inc. will
employ approximately [ ] people to solicit proxies from stockholders for the
2008 Annual Meeting. MacKenzie Partners, Inc. does not believe that any of its
directors, officers, employees, affiliates or controlling persons, if any, is a
"participant" in this proxy solicitation or that Schedule 14A requires the
disclosure of certain information concerning MacKenzie Partners, Inc.
In addition, it is anticipated that the Nominees and certain regular
employees of the OSS Group will participate in the solicitation of proxies in
support of our Nominees set forth in this proxy statement. Such employees will
receive no additional consideration if they assist in the solicitation of
proxies. Although no precise estimate can be made at the present time, the total
expenditures in furtherance of, or in connection with, the solicitation of
stockholders is estimated to be $ . As of the date hereof, the OSS Group has
incurred approximately $ of solicitation expenses.
Costs related to this solicitation of proxies, including expenditures for
attorneys, accountants, public relations and financial advisors, proxy
solicitors, advertising, printing, transportation and related expenses will be
borne by the OSS Group. To the extent legally permissible, the OSS Group will
seek reimbursement from the Company for those expenses if any of our Nominees is
elected. The OSS Group does not currently intend to submit the question of such
reimbursement to a vote of the stockholders.
CERTAIN INFORMATION ABOUT THE COMPANY
Hexcel Corporation is a Delaware Corporation with its registered office
located at the Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801. The Company's principal executive office is located at 281
Tresser Boulevard, Stamford, Connecticut 06901. The Company is subject to the
informational requirements of the Exchange Act, as amended, and in accordance
therewith is required to file reports, proxy statements and other information
with the SEC. Reports, registration statements, proxy statements and other
information filed by the Company with the SEC can be inspected and copied at the
public reference facilities maintained by the Commission at 100 F Street, N.E.,
Washington, DC 20549. Documents filed electronically by the Company are also
available at the SEC's website (http://www.sec.gov).
OTHER INFORMATION
Certain information regarding the 2008 Annual Meeting, as well as
procedures for submitting proposals for consideration at the 2009 annual meeting
of stockholders, is required to be contained in the Company's proxy statement.
Please refer to the Company's proxy statement to review this information. The
OSS Group does not make any representation as to the accuracy or completeness of
the information contained in the Company's proxy statement.
Dated: , 2008
ANNEX A
TWO YEAR TRANSACTION HISTORY OF EACH PARTICIPANT
The following tables set forth all transactions in securities of the
Company effected during the past two years by each of the Participants, as
applicable. Unless otherwise noted, all such transactions were effected in the
open market with the personal or corporate funds or working capital of the
respective Participant. The Shares are held in either cash accounts or margin
accounts in the ordinary course of business, and otherwise, no part of the
purchase price or market value of such Shares is represented by funds borrowed
or otherwise obtained for the purpose of acquiring or holding such securities.
Oscar S. Schafer & Partners II LP
Trade Date Amount Purchased (Sold) Price per Share ($)
---------- ----------------------- -------------------
6/16/2006 56,630 17.09
6/27/2006 182,649 15.54
6/27/2006 91,324 15.55
6/29/2006 314,098 15.58
7/25/2006 80,586 14.77
3/7/2007 102,408 18.60
10/30/2006 (10,704) 15.97
10/30/2006 (34,456) 16.13
10/30/2006 (45,160) 16.13
10/30/2006 (22,455) 16.13
10/30/2006 (30,444) 16.13
11/3/2006 (64,365) 15.67
11/3/2006 (11,857) 15.67
3/7/2007 8,750 18.49
3/8/2007 98,108 19.17
3/8/2007 17,296 19.04
3/9/2007 129,715 19.40
3/9/2007 21,619 19.38
3/12/2007 108,095 19.64
3/13/2007 108,095 19.23
3/14/2007 43,238 18.73
3/16/2007 64,857 19.21
3/19/2007 64,857 19.32
3/20/2007 64,857 19.92
4/12/2007 36,730 19.95
4/24/2007 74,237 21.50
4/25/2007 68,360 21.91
4/26/2007 46,605 21.62
10/17/2007 111,667 22.10
10/22/2007 11,167 20.27
10/22/2007 151,058 20.63
Oscar S. Schafer & Partners I LP
Trade Date Amount Purchased (Sold) Price per Share ($)
---------- ----------------------- -------------------
6/16/2006 7,234 17.09
6/27/2006 17,351 15.54
6/27/2006 8,676 15.55
6/29/2006 30,055 15.58
7/25/2006 5,744 14.77
10/30/2006 (988 15.97
10/30/2006 (3,152) 16.13
10/30/2006 (4,140) 16.13
10/30/2006 (2,050) 16.13
10/30/2006 (4,140) 16.13
10/30/2006 (487) 16.13
11/3/2006 (5,955) 15.67
11/3/2006 (1,752) 15.67
3/7/2007 11,609 18.60
3/7/2007 820 18.49
3/8/2007 9,196 19.17
3/8/2007 1,621 19.04
3/9/2007 12,159 19.40
3/9/2007 2,027 19.38
3/12/2007 10,133 19.64
3/13/2007 10,133 19.23
3/14/2007 4,053 18.73
3/16/2007 6,080 19.21
3/19/2007 6,080 19.32
3/20/2007 6,080 19.92
4/12/2007 3,440 19.95
4/24/2007 6,954 21.50
4/25/2007 6,403 21.91
4/26/2007 4,754 21.62
Trade Date Amount Purchased (Sold) Price per Share ($)
---------- ----------------------- -------------------
10/17/2007 9,896 22.10
10/22/2007 990 20.27
10/22/2007 2,413 20.63
O.S.S. Overseas Ltd.
Trade Date Amount Purchased (Sold) Price per Share ($)
---------- ----------------------- -------------------
6/16/2006 136,136 17.09
6/29/2006 55,847 15.58
7/14/2006 150,000 14.79
7/14/2006 350,000 14.57
7/25/2006 313,670 14.77
10/30/2006 (13,308) 15.97
10/30/2006 (37,392) 16.13
10/30/2006 (50,700) 16.13
10/30/2006 (25,495) 16.13
10/30/2006 (79,680) 16.13
10/30/2006 (35,249) 16.13
11/3/2006 (2,790) 15.67
11/3/2006 (50,700) 15.67
11/3/2006 (51,581) 15.67
3/7/2007 111,283 18.60
3/7/2007 10,667 18.49
3/8/2007 119,596 19.17
3/8/2007 21,083 19.04
3/9/2007 158,126 19.40
3/9/2007 26,354 19.38
3/12/2007 131,772 19.64
3/13/2007 131,772 19.23
3/14/2007 52,709 18.73
3/16/2007 79,063 19.21
3/19/2007 79,063 19.32
3/20/2007 79,063 19.92
4/12/2007 44,830 19.95
4/24/2007 90,609 21.50
Trade Date Amount Purchased (Sold) Price per Share ($)
---------- ----------------------- -------------------
4/25/2007 83,437 21.91
4/26/2007 48,641 21.62
10/17/2007 128,437 22.10
10/22/2007 12,843 20.27
10/22/2007 46,529 20.63
Peter J. Grondin
Trade Date Amount Purchased (Sold) Price per Share ($)
---------- ----------------------- -------------------
7/20/2006 200 $15.20
1/26/2007 600 18.10
SPECIAL INSTRUCTIONS
Please review this proxy statement and the enclosed materials carefully.
YOUR VOTE IS VERY IMPORTANT, no matter how many or how few Shares you own.
1. If your Shares are registered in your own name, please sign, date and
mail the enclosed WHITE proxy card today to The OSS Group, c/o
MacKenzie Partners, Inc., in the postage-paid envelope provided or
instruct us by telephone or via the Internet today as to how you would
like your Shares voted (instructions are on your WHITE proxy card).
2. If your Shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can sign a WHITE proxy card with respect
to your Shares and only after receiving your specific instructions.
Accordingly, please contact the person responsible for your account
and instruct that person to execute and return on your behalf the
WHITE proxy card as soon as possible.
3. After signing and returning the enclosed WHITE proxy card, we urge you
NOT to return Hexcel's [COLOR HEXCEL] proxy card because only your
latest dated proxy card will be counted.
4. If you have previously signed and returned a [COLOR HEXCEL] proxy card
to Hexcel, you have every right to change your vote. Only your latest
dated proxy card will count. You may revoke any proxy card already
sent to Hexcel by signing, dating and returning the enclosed WHITE
proxy card in the postagepaid envelope provided. Proxies may also be
revoked at any time prior to exercise by: (i) attending the 2008
Annual Meeting and voting in person (although attendance at the 2008
Annual Meeting will not in and of itself constitute revocation of a
proxy), (ii) instructing us by telephone or via the Internet as to how
you would like your Shares voted (instructions are on your WHITE proxy
card) or (iii) delivering a written notice of revocation. The written
notice of revocation may be delivered either to the OSS Group c/o
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York
10016, or to the Corporate Secretary of the Company at Two Stamford
Plaza, 281 Tresser Boulevard, Stamford, Connecticut 069013238, or any
other address provided by the Company.
If you have any questions concerning this proxy statement, would like to
request additional copies of this proxy statement or need help voting your
Shares, please contact our proxy solicitor:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Stockholders Call TollFree: [ ]
Banks and Brokers Call Collect: [ ]
PRELIMINARY COPY, SUBJECT TO COMPLETION, DATED FEBRUARY 28, 2008
PLEASE VOTE TODAY!
SEE REVERSE SIDE
FOR THREE EASY WAYS TO VOTE.
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
COMMON
PROXY SOLICITED BY THE OSS GROUP
2008 Annual Meeting of Stockholders of Hexcel Corporation
[DATE]
The undersigned hereby appoints [ ] as proxy for the undersigned and
authorizes them to represent and vote, as designated, all of the shares of
common stock of Hexcel Corporation (the "Company" or "Hexcel") that the
undersigned would be entitled to vote if personally present at the 2008 Annual
Meeting of stockholders of Hexcel, including any adjournments, postponements,
reschedulings or continuations of such meeting or any meeting held in lieu
thereof (the "2008 Annual Meeting"). IF YOU VALIDLY EXECUTE AND RETURN THIS
PROXY CARD WITHOUT INDICATING YOUR VOTE ON THE FOLLOWING PROPOSALS, YOU WILL BE
DEEMED TO HAVE VOTED FOR SUCH PROPOSALS (EXCEPT YOU WILL NOT BE DEEMED TO VOTE
FOR THE ELECTION OF ANY CANDIDATE WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED
UNDER PROPOSAL 1). THIS PROXY WILL REVOKE ANY PREVIOUSLY EXECUTED PROXY WITH
RESPECT TO ALL PROPOSALS.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
PROXY SOLICITED BY THE OSS GROUP
2008 Annual Meeting of Stockholders of Hexcel Corporation
[2008 Annual Meeting Date]
YOUR VOTE IS IMPORTANT
Please take a moment now to vote your shares of Hexcel Corporation
common stock for the upcoming Annual Meeting of Stockholders.
PLEASE REVIEW THE PROXY STATEMENT
AND VOTE TODAY IN ONE OF THREE WAYS:
1. VOTE BY TELEPHONE Please call tollfree in the U.S. or Canada at
[1-866-XXX-XXXX], on a touchtone telephone. If outside the U.S. or Canada,
call [1-610-XXX-XXXX]. Please follow the simple instructions.
OR
2. VOTE BY INTERNET Please access [HTTPS://WWW.PROXYVOTENOW.COM/XYZ], and
follow the simple instructions. Please note you must type an "s" after
http.
You may vote by telephone or Internet 24 hours a day, 7 days a week.
Your telephone or Internet vote authorizes the named proxies
to vote your shares in the same manner
as if you had marked, signed and returned a proxy card.
OR
3. VOTE BY MAIL If you do not wish to vote by telephone or over the
Internet, please sign, date and return the proxy card in the envelope
provided, or mail to: The OSS Group, c/o MacKenzie Partners, Inc., [PO BOX
to come]
TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE
COMMON
THE OSS GROUP STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE OSS
GROUP'S NOMINEES LISTED IN PROPOSAL 1.
PROPOSAL 1 - To elect Edward A. Blechschmidt, Timothy D. Leuliette and
Joachim V. Hirsch to the Board.
FOR ALL NOMINEES [ ] WITHHOLD FROM ALL NOMINEES [ ] FOR ALL EXCEPT [ ]
The OSS Group intends to use this proxy to vote (i) FOR Messrs. Blechschmidt,
Leuliette and Hirsch and (ii) FOR the candidates who have been nominated by
Hexcel to serve as directors other than ,
and for whom the OSS Group is NOT seeking authority to
vote for and WILL NOT exercise any such authority. There is no assurance that
any of Hexcel's nominees will serve as directors if any of the OSS Group's
nominees are elected.
NOTE: IF YOU DO NOT WISH FOR YOUR SHARES TO BE VOTED "FOR" A PARTICULAR OSS
GROUP NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND WRITE THE NAME(S) OF THE
NOMINEE(S) YOU DO NOT SUPPORT ON THE LINE BELOW. YOUR SHARES WILL BE VOTED FOR
THE REMAINING OSS GROUP NOMINEE(S). YOU MAY ALSO WITHHOLD AUTHORITY TO VOTE FOR
ONE OR MORE ADDITIONAL HEXCEL NOMINEES BY WRITING THE NAME OF THE NOMINEE(S)
BELOW.
PROPOSAL 2 To ratify the Board's appointment of PricewaterhouseCoopers LLP as
the Company's independent registered public accounting firm for the fiscal year
ending December 31, 2008 and to authorize the Audit Committee to set the
independent auditors' remuneration.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
The OSS Group does not object to stockholders voting for Proposal 2.
In their discretion, the herein named attorneys and proxies are authorized to
vote upon such other matters as may properly come before the 2008 Annual
Meeting, of which such persons are not made aware within a reasonable period of
time prior to the 2008 Annual Meeting.
Dated:
Signature
Title or Authority
Signature (if held jointly)
Please sign exactly as name appears hereon. If
shares are registered in more than one name, the
signature of all such persons should be provided. A
corporation should sign in its full corporate name by
a duly authorized officer, stating his or her title.
Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full
title as such. If a partnership, please sign in the
partnership name by an authorized person. The
proxy card votes all shares in all capacities.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGEPAID ENVELOPE
TODAY.