UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
428291 10 8
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(CUSIP Number)
Robert C. Schwenkel, Esq. Ben I. Adler, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP Goldman, Sachs & Co.
One New York Plaza One New York Plaza
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)
July 8, 2005
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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
CUSIP No. 428290 10 0 Page 2 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
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
42,062
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,206,176
9 SOLE DISPOSITIVE POWER
EACH
42,062
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,206,176
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,248,238(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.3%(2)
14 TYPE OF REPORTING PERSON
HC-CO
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 24.3% if it were calculated by including such
securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 3 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN SACHS & CO.
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) |X|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 22,206,176
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 22,206,176
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,206,176(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.2%(2)
14 TYPE OF REPORTING PERSON
BD-PN-IA
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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.
(2) 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 any 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 24.3% if it were calculated by including
such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 4 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS Advisors 2000, 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
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 17,242,243
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 17,242,243
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,242,243(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%(2)
14 TYPE OF REPORTING PERSON
OO
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 18.9% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 5 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO. OHG
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
GERMANY
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 528,610
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 528,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,610(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 0.6% if it were calculated by including such
securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 6 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS MANAGEMENT GP GMBH
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
GERMANY
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 528,610
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 528,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,610(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%(2)
14 TYPE OF REPORTING PERSON
CO
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 0.6% if it were calculated by including such
securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 7 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS EMPLOYEE FUNDS 2000 GP, 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
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 4,018,274
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,018,274
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,018,274(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%(2)
14 TYPE OF REPORTING PERSON
00
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 4.4% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 8 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET 2000, 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
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 416,949
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 416,949
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,949(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%(2)
14 TYPE OF REPORTING PERSON
00
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 0.5% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 9 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 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 12,646,857
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,646,857
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,646,857(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 su,h 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 any 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 13.8% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 10 of 17
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS 2000 OFFSHORE, 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
CAYMAN ISLANDS
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,595,386
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,595,386
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,595,386(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 5.0% if it
were calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 11 of 17
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 528,610
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 528,610
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
528,610(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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.
(2) 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 any 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 0.6% if it were calculated by including such
securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 12 of 17
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 4,018,274
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 4,018,274
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,018,274(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 4.4% if it
were calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 13 of 17
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 416,949
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 416,949
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,949(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%(2)
14 TYPE OF REPORTING PERSON
PN
(1) This amount includes shares of common stock of Hexcel Corporation (the
"Company") that may be deemed to be 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. (2) 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 any 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 0.5% if it were
calculated by including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 14 of 17
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 67,533.5
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 67,533.5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,533.5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%(1)
14 TYPE OF REPORTING PERSON
CO
(1) 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 LXH Holdings Corp. Accordingly,
such calculation does not include any 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 LXH Holdings
Corp. This percentage would be less than 0.1% if it were calculated by
including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 15 of 17
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 78,510.2
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 78,510.2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,510.2
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%(1)
14 TYPE OF REPORTING PERSON
PN
(1) 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 LXH Holdings, L.P. Accordingly,
such calculation does not include any 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 LXH Holdings,
L.P. This percentage would be less than 0.1% if it were calculated by
including such securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 16 of 17
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 1,950,565
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,950,565
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,950,565
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%(1)
14 TYPE OF REPORTING PERSON
0O
(1) 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 LXH, L.L.C. Accordingly, such
calculation does not include any 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 LXH, L.L.C.
This percentage would equal 2.1% if it were calculated by including such
securities in such calculation.
SCHEDULE 13D
CUSIP No. 428290 10 0 Page 17 of 17
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 1,474,349
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,474,349
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,474,349
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%(1)
14 TYPE OF REPORTING PERSON
0O
(1) 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 LXH II, L.L.C. Accordingly,
such calculation does not include any 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 LXH II,
L.L.C. This percentage would equal 1.6% if it were calculated by including
such securities in such calculation.
This Amendment No. 6, 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, Amendment No. 2
filed on March 21, 2003, Amendment No. 3 filed on November 30, 2004,
Amendment No. 4 filed on December 21, 2004 and Amendment No. 5 filed on
December 27, 2004, 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 2. IDENTITY AND BACKGROUND.
The third and fourth paragraphs of Item 2 are hereby amended and
restated in their entirety as follows:
The name, business address, present principal occupation or
employment and citizenship of each director of GS Group are set forth in
Schedule I hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each executive officer of GS Advisors are set forth in
Schedule II-A-i hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each member of the Principal Investment Area Investment
Committee of Goldman Sachs, which is responsible for making all investment
and management decisions for GS Advisors, GS Capital, GS Offshore, GS
Germany, GS Employee and Stone Street on behalf of Goldman Sachs, are set
forth in Schedule II-A-ii hereto and are incorporated herein by reference.
The name, business address, present principal occupation or employment and
citizenship of each executive officer and director of Goldman, Sachs & Co.
Finanz GmbH, the sole managing general partner of GS oHG, are set forth in
Schedule II-B-i hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each executive officer of the GS GmbH, the sole managing
partner of GS Germany, are set forth in Schedule II-B-ii hereto and are
incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each executive
officer of Stone 2000 are set forth in Schedule II-C hereto and are
incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each executive
officer of GS Employee 2000 are set forth in Schedule II-D hereto and are
incorporated herein by reference.
During the last five years, none of the Filing Persons, nor, to
the knowledge of each of the Filing Persons, any of the persons listed on
Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C or II-D hereto, (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) except as set forth on Schedule III hereto,
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following immediately
before the final three paragraphs thereof:
On July 8, 2005, the Company advised the Limited Partnerships and
the Original Purchasers (collectively, the "GS Selling Stockholders") that
the Other Purchasers were exercising one of their three demand registration
rights pursuant to Section 2.1(a)(i) of the registration rights agreement,
dated as of March 19, 2003, among the Company and the Other Purchasers, and
requested that the Company file a registration statement on Form S-3 with
respect to an aggregate of 6,401,998 shares of Common Stock beneficially
owned by the Other Purchasers. The intended method of distribution of such
shares of Common Stock is an underwritten public offering (the "Second
Registered Offering").
On July 8, 2005, the GS Selling Stockholders provided the Company
with written notice of the exercise of their piggyback registration rights
pursuant to Section 2.2 of the Amended and Restated Registration Rights
Agreement and requested that the Company include in the Second Registered
Offering up to an aggregate of 8,098,002 shares of Common Stock
beneficially owned by them. In connection therewith, the Limited
Partnerships will convert 4,801 shares of Series A Preferred Stock and
47,125 shares of Series B Preferred Stock beneficially owned by them into
an aggregate of 4,673,162 shares of Common Stock. Even though the GS
Selling Stockholders (i) have exercised their piggyback registration rights
and requested that the Company include in the Second Registered Offering up
to an aggregate of 8,098,002 shares of Common Stock beneficially owned by
them and (ii) presently intend to dispose of all such shares in the Second
Registered Offering, depending on market conditions and other factors in
existence at the time of any such disposition, there can be no assurance
that a registration statement with respect to the sale of such shares will
be declared effective by the SEC or that such shares will ultimately be
sold pursuant to such registration statement. Goldman Sachs will act as an
underwriter in the Second Registered Offering.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of July 13, 2005, GS Group may be deemed to beneficially
own an aggregate of 22,248,238 shares of Common Stock, consisting of: (i)
3,424,914 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 for
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 all of
such options are currently exercisable for 2,000 shares of Common Stock,
(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 for 8,000 shares of Common Stock, (IV) 2,000 options granted to
Mr. Mehra on May 9, 2002 pursuant to the Hexcel Incentive Stock Plan, of
which all of such options are currently exercisable for 2,000 shares of
Common Stock, (V) 2,000 options granted to Mr. Mehra on May 22, 2003
pursuant to the Hexcel Incentive Stock Plan, of which all of such options
are currently exercisable for 2,000 shares of Common Stock, (VI) 1,590
restricted stock units granted to Mr. Mehra on November 16, 2004 pursuant
to the Hexcel Incentive Stock Plan, of which one-third of such restricted
stock units vested on the date of grant, an additional one-third of such
restricted stock units will vest on November 16, 2005, the remaining
one-third of such restricted stock units will vest on November 16, 2006 and
all of such restricted stock units will convert into an equal number of
shares of Common Stock on November 16, 2006, and (VII) 1,503 restricted
stock units granted to Mr. Mehra on March 19, 2005 pursuant to the Hexcel
Incentive Stock Plan, of which one-third of such restricted stock units
vested on the date of grant, an additional one-third of such restricted
stock units will vest on March 19, 2006, the remaining one-third of such
restricted stock units will vest on March 19, 2007 and all of such
restricted stock units will convert into an equal number of shares of
Common Stock on March 19, 2007 (Sanjeev K. Mehra has an understanding with
GS Group pursuant to which he holds the options and restricted stock units
described above in (A)(I) through (A)(VII) 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 for 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 all of such options are currently
exercisable for 2,000 shares of Common Stock, (III) 2,000 options granted
to Mr. Sacerdote on May 9, 2002 pursuant to the Hexcel Incentive Stock
Plan, of which all of such options are currently exercisable for 2,000
shares of Common Stock, (IV) 2,000 options granted to Mr. Sacerdote on May
22, 2003 pursuant to the Hexcel Incentive Stock Plan, of which all of such
options are currently exercisable for 2,000 shares of Common Stock, (V)
1,590 restricted stock units granted to Mr. Sacerdote on November 16, 2004
pursuant to the Hexcel Incentive Stock Plan, of which one-third of such
restricted stock units vested on the date of grant, an additional one-third
of such restricted stock units will vest on November 16, 2005, the
remaining one-third of such restricted stock units will vest on November
16, 2006 and all of such restricted stock units will convert into an equal
number of shares of Common Stock on November 16, 2006, and (VI) 1,503
restricted stock units granted to Mr. Sacerdote on March 19, 2005 pursuant
to the Hexcel Incentive Stock Plan, of which one-third of such restricted
stock units vested on the date of grant, an additional one-third of such
restricted stock units will vest on March 19, 2006, the remaining one-third
of such restricted stock units will vest on March 19, 2007 and all of such
restricted stock units will convert into an equal number of shares of
Common Stock on March 19, 2007 (Peter M. Sacerdote has an understanding
with GS Group pursuant to which he holds the options and restricted stock
units described above in (B)(I) through (B)(VI) 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; (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; and (v) 100 shares of Common Stock
acquired by Goldman Sachs in ordinary course trading activities. The shares
of Common Stock that may be deemed to be beneficially owned by GS Group
represent approximately 30.3% of the outstanding shares of Common Stock,
based on there being 54,696,233 shares of Common Stock outstanding as of
June 24, 2005, as disclosed in the Company's registration statement on Form
S-3 filed on July 11, 2005 (the "July 2005 S-3"). 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 July 13, 2005, GS Group will
have the power to vote shares representing approximately 24.3% of the total
number of votes that may be cast on any such matter, based on there being
54,696,233 shares of Common Stock outstanding as of June 24, 2005, as
disclosed in the July 2005 S-3.
As of July 13, 2005, Goldman Sachs may be deemed to beneficially
own an aggregate of 22,206,176 shares of Common Stock, consisting of: (i)
3,424,914 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; (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; and (iv) 100
shares of Common Stock acquired by Goldman Sachs in ordinary course trading
activities. The shares of Common Stock that may be deemed to be
beneficially owned by Goldman Sachs represent approximately 30.2% of the
outstanding shares of Common Stock, based on there being 54,696,233 shares
of Common Stock outstanding as of June 24, 2005, as disclosed in the July
2005 S-3. 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 July 13, 2005, Goldman Sachs will have the power to vote
shares representing approximately 24.3% of the total number of votes that
may be cast on any such matter, based on there being 54,696,233 shares of
Common Stock outstanding as of June 24, 2005, as disclosed in the July 2005
S-3.
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 July 13, 2005, GS Advisors may be deemed to beneficially
own an aggregate of 17,242,243 shares of Common Stock, consisting of: (i)
2,659,326 shares of Common Stock, of which 1,950,565 shares may be deemed
to be beneficially owned by GS Capital and 708,761 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 24.9% of the outstanding
shares of Common Stock, based on there being 54,696,233 shares of Common
Stock outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
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 July 13,
2005, GS Advisors will have the power to vote shares representing
approximately 18.9% of the total number of votes that may be cast on any
such matter, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, GS oHG may be deemed to beneficially own an
aggregate of 528,610 shares of Common Stock, consisting of: (i) 81,529
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 1.0% of
the outstanding shares of Common Stock, based on there being 54,696,233
shares of Common Stock outstanding as of June 24, 2005, as disclosed in the
July 2005 S-3. 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
July 13, 2005, GS oHG will have the power to vote shares representing
approximately 0.6% of the total number of votes that may be cast on any
such matter, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, GS GmbH may be deemed to beneficially own an
aggregate of 528,610 shares of Common Stock, consisting of: (i) 81,529
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 1.0% of
the outstanding shares of Common Stock, based on there being 54,696,233
shares of Common Stock outstanding as of June 24, 2005, as disclosed in the
July 2005 S-3. 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
July 13, 2005, GS GmbH will have the power to vote shares representing
approximately 0.6% of the total number of votes that may be cast on any
such matter, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, GS Employee 2000 may be deemed to
beneficially own an aggregate of 4,018,274 shares of Common Stock,
consisting of: (i) 619,751 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 6.9% of the outstanding shares of
Common Stock, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3. 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 July 13,
2005, GS Employee 2000 will have the power to vote shares representing
approximately 4.4% of the total number of votes that may be cast on any
such matter, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, Stone 2000 may be deemed to beneficially own
an aggregate of 416,949 shares of Common Stock, consisting of: (i) 64,308
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 0.8%
of the outstanding shares of Common Stock, based on there being 54,696,233
shares of Common Stock outstanding as of June 24, 2005, as disclosed in the
July 2005 S-3. 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 July 13, 2005, GS Stone 2000 will have the power to vote
shares representing approximately 0.5% of the total number of votes that
may be cast on any such matter, based on there being 54,696,233 shares of
Common Stock outstanding as of June 24, 2005, as disclosed in the July 2005
S-3.
As of July 13, 2005, GS Capital may be deemed to beneficially own
an aggregate of 12,646,857 shares of Common Stock, consisting of: (i)
1,950,565 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 19.3% of the
outstanding shares of Common Stock, based on there being 54,696,233 shares
of Common Stock outstanding as of June 24, 2005, as disclosed in the July
2005 S-3. 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 July 13, 2005, GS Capital will have the power to vote shares
representing approximately 13.8% of the total number of votes that may be
cast on any such matter, based on there being 54,696,233 shares of Common
Stock outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, GS Offshore may be deemed to beneficially
own an aggregate of 4,595,386 shares of Common Stock, consisting of: (i)
708,761 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 7.8% of the
outstanding shares of Common Stock, based on there being 54,696,233 shares
of Common Stock outstanding as of June 24, 2005, as disclosed in the July
2005 S-3. 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 July 13, 2005, GS Offshore will have the power to vote
shares representing approximately 5.0% of the total number of votes that
may be cast on any such matter, based on there being 54,696,233 shares of
Common Stock outstanding as of June 24, 2005, as disclosed in the July 2005
S-3.
As of July 13, 2005, GS Germany may be deemed to beneficially own
an aggregate of 528,610 shares of Common Stock, consisting of: (i) 81,529
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 1.0% of the
outstanding shares of Common Stock, based on there being 54,696,233 shares
of Common Stock outstanding as of June 24, 2005, as disclosed in the July
2005 S-3. 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 July 13, 2005, GS Germany will have the power to vote shares
representing approximately 0.6% of the total number of votes that may be
cast on any such matter, based on there being 54,696,233 shares of Common
Stock outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, GS Employee may be deemed to beneficially
own an aggregate of 4,018,274 shares of Common Stock, consisting of: (i)
619,751 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 6.9% of the outstanding shares
of Common Stock, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3. 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 July 13,
2005, GS Employee will have the power to vote shares representing
approximately 4.4% of the total number of votes that may be cast on any
such matter, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, Stone Street may be deemed to beneficially
own an aggregate of 416,949 shares of Common Stock, consisting of: (i)
64,308 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 0.8% of the outstanding
shares of Common Stock, based on there being 54,696,233 shares of Common
Stock outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
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 July 13,
2005, Stone Street will have the power to vote shares representing
approximately 0.5% of the total number of votes that may be cast on any
such matter, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, LXH Corp. may be deemed to beneficially own
67,533.5 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
0.1% of the outstanding shares of Common Stock, based on there being
54,696,233 shares of Common Stock outstanding as of June 24, 2005, as
disclosed in the July 2005 S-3. 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 July 13,
2005, LXH Corp. will have the power to vote shares representing less than
0.1% of the total number of votes that may be cast on any such matter,
based on there being 54,696,233 shares of Common Stock outstanding as of
June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, LXH L.P. may be deemed to beneficially own
78,510.2 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 0.1% of the
outstanding shares of Common Stock, based on there being 54,696,233 shares
of Common Stock outstanding as of June 24, 2005, as disclosed in the July
2005 S-3. 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 July 13, 2005, LXH L.P. will have the
power to vote shares representing less than 0.1% of the total number of
votes that may be cast on any such matter, based on there being 54,696,233
shares of Common Stock outstanding as of June 24, 2005, as disclosed in the
July 2005 S-3.
As of July 13, 2005, LXH beneficially owns 1,950,565 shares of
Common Stock. The shares of Common Stock beneficially owned by LXH
represent approximately 3.6% of the outstanding shares of Common Stock,
based on there being 54,696,233 shares of Common Stock outstanding as of
June 24, 2005, as disclosed in the July 2005 S-3. 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 July
13, 2005, LXH will have the power to vote shares representing approximately
2.1% of the total number of votes that may be cast on any such matter,
based on there being 54,696,233 shares of Common Stock outstanding as of
June 24, 2005, as disclosed in the July 2005 S-3.
As of July 13, 2005, LXH II beneficially owns 1,474,349 shares of
Common Stock. The shares of Common Stock beneficially owned by LXH II
represent approximately 2.7% of the outstanding shares of Common Stock,
based on there being 54,696,233 shares of Common Stock outstanding as of
June 24, 2005, as disclosed in the July 2005 S-3. 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 July
13, 2005, LXH II will have the power to vote shares representing
approximately 1.6% of the total number of votes that may be cast on any
such matter, based on there being 54,696,233 shares of Common Stock
outstanding as of June 24, 2005, as disclosed in the July 2005 S-3.
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 or II-D
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 or II-D hereto, during the past 60 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.
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.
July 15, 2005
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS ADVISORS 2000, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. OHG
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS EMPLOYEE FUNDS 2000 GP, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000
OFFSHORE, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 GMBH &
CO. BETEILIGUNGS KG
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
GS CAPITAL PARTNERS 2000 EMPLOYEE
FUND, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH HOLDINGS CORP.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH HOLDINGS, L.P.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
Title: Attorney-in-fact
LXH II, L.L.C.
By: /s/ Ted Chang
-----------------------
Name: Ted Chang
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 director listed below is a United States citizen, except as
follows: Lord Browne of Madingley is a citizen of the United Kingdom and
Claes Dahlback is a citizen of Sweden. The present principal occupation or
employment of each of the directors listed below is set forth below.
------------------------------ ------------------------------------------------------------------------------------
Name Present Principal Occupation
------------------------------ ------------------------------------------------------------------------------------
Henry M. Paulson, Jr. Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc.
------------------------------ ------------------------------------------------------------------------------------
Lloyd C. Blankfein President and Chief Operating Officer of The Goldman Sachs Group, Inc.
------------------------------ ------------------------------------------------------------------------------------
Lord Browne of Madingley Group Chief Executive of BP plc
------------------------------ ------------------------------------------------------------------------------------
John H. Bryan Retired Chairman and Chief Executive Officer of Sara Lee Corporation
------------------------------ ------------------------------------------------------------------------------------
Claes Dahlback Senior Advisor to Investor AB
------------------------------ ------------------------------------------------------------------------------------
Stephen Friedman Former Assistant to the President for Economic Policy and Director of the
National Economic Council
------------------------------ ------------------------------------------------------------------------------------
William W. George Retired Chairman and Chief Executive Officer of Medtronic, Inc.
------------------------------ ------------------------------------------------------------------------------------
James A. Johnson Vice Chairman of Perseus, L.L.C.
------------------------------ ------------------------------------------------------------------------------------
Lois D. Juliber Retired Vice Chairman of Colgate-Palmolive Company
------------------------------ ------------------------------------------------------------------------------------
Edward M. Liddy Chairman of the Board, President and Chief Executive Officer of The Allstate
Corporation
------------------------------ ------------------------------------------------------------------------------------
Ruth J. Simmons President of Brown University
------------------------------ ------------------------------------------------------------------------------------
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 each 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, Hughes B. Lepic,
Robert R. Gheewalla, Sanjay H. Patel, Steffen J. Kastner, Bjorn P. Killmer,
Benoit Valentin and Ulrika Werdelin is Peterborough Court, 133 Fleet
Street, London EC4A 2BB, England. The business address of Mary Nee and
Hsueh J. Sung is Cheung Kong Center, 68th Floor, 2 Queens Road, Central,
Hong Kong. The business address of Joseph P. DiSabato is 555 California
Street, 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 and Sarah E. Smith are citizens of the United
Kingdom; Hughes B. Lepic and Benoit Valentin are citizens of France; Adrian
M. Jones is a citizen of Ireland; Bjorn P. Killmer and Steffen J. Kastner
are citizens of Germany; Hsueh Sung is a citizen of Taiwan and 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.
------------------------------- ---------------------------- ---------------------------------------------------------
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 Secretary Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Sanjay H. Patel Vice President Managing Director of Goldman Sachs International
------------------------------- ---------------------------- ---------------------------------------------------------
Hsueh J. Sung Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
------------------------------- ---------------------------- ---------------------------------------------------------
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Elizabeth C. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
------------------------------- ---------------------------- ---------------------------------------------------------
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Sarah E. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Stephen S. Trevor 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 International
------------------------------- ---------------------------- ---------------------------------------------------------
Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Melina E. Higgins Vice President Managing Director of Goldman, Sachs & 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/ Secretary Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Beverly L. O'Toole Assistant Secretary Vice President and Associate General Counsel of
Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Matthew E. Tropp Assistant Secretary Vice President and Associate General Counsel 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.
------------------------------- ---------------------------- ---------------------------------------------------------
Ulrika Werdelin Vice President Executive Director of Goldman Sachs International
------------------------------- ---------------------------- ---------------------------------------------------------
Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Steffen J. Kastner Vice President Managing Director of Goldman Sachs International
------------------------------- ---------------------------- ---------------------------------------------------------
Stuart A. Katz Vice President Managing Director of Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
Bjorn P. Killmer Vice President Managing Director of Goldman Sachs International
------------------------------- ---------------------------- ---------------------------------------------------------
Benoit Valentin Vice President Managing Director of Goldman Sachs International
------------------------------- ---------------------------- ---------------------------------------------------------
Julie Abraham Assistant Secretary Vice President and Assistant General Counsel of
Goldman, Sachs & Co.
------------------------------- ---------------------------- ---------------------------------------------------------
SCHEDULE II-A-ii
----------------
Schedule II-A-ii is hereby amended and restated in its entirety as
follows:
The name and principal occupation of each member of the Principal
Investment Area Investment Committee of Goldman, Sachs & Co., which
exercises the authority of Goldman, Sachs & Co. in managing GS Advisors
2000, L.L.C., GS Capital Partners 2000, L.P., GS Capital Partners 2000
Offshore, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs KG, GS
Capital Partners 2000 Employee Fund, L.P. and Stone Street Fund 2000, L.P.,
are set forth below.
The business address for each member 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, Robert R. Gheewalla and Hughes B.
Lepic is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England.
The business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL
60606. The business address of Hsueh J. Sung is 68/F Cheung Kong Centre,
Hong Kong.
All members listed below are United States citizens, except as
follows: Richard S. Sharp and Sarah E. Smith are citizens of the United
Kingdom; Hughes B. Lepic is a citizen of France; Adrian M. Jones is a
citizen of Ireland and Hsueh Sung is a citizen of Taiwan.
------------------------------------- -------------------------------------------------------------
Name Present Principal Occupation
------------------------------------- -------------------------------------------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Henry Cornell Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Richard S. Sharp Managing Director of Goldman Sachs International
------------------------------------- -------------------------------------------------------------
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Joe DiSabato Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Adrian M. Jones Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
------------------------------------- -------------------------------------------------------------
Scott Kapnick Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Melina E. Higgins Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Hsueh Sung Managing Director of Goldman Sachs (Asia) L.L.C.
------------------------------------- -------------------------------------------------------------
Ben I. Adler Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Elizabeth C. Fascitelli Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Sarah E. Smith Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Stephen S. Trevor Managing Director of Goldman, Sachs & Co.
------------------------------------- -------------------------------------------------------------
Robert R. Gheewalla Managing Director of Goldman Sachs International
------------------------------------- -------------------------------------------------------------
Hughes B. Lepic Managing Director of Goldman Sachs International
------------------------------------- -------------------------------------------------------------
SCHEDULE II-B-i
---------------
Schedule II-B-i is hereby amended and restated in its entirety as
follows:
The name, position and present principal occupation of each executive
officer and director of Goldman, Sachs & Co. Finanz GmbH which is the sole
managing general partner of Goldman, Sachs & Co. oHG are set forth below.
The business address for each of the executive officers and directors
listed below is MesseTurm, 60308 Frankfurt am Main, Germany.
The executive officers and directors listed below are citizens of
Germany.
---------------------------------- ---------------------------- ------------------------------------------------------
Name Position Present Principal Occupation
---------------------------------- ---------------------------- ------------------------------------------------------
Andreas Koernlein Managing Director Managing Director of Goldman, Sachs & Co. oHG
---------------------------------- ---------------------------- ------------------------------------------------------
Alexander C. Dibelius Managing Director Managing Director of Goldman, Sachs & Co. oHG
---------------------------------- ---------------------------- ------------------------------------------------------
Peter Hollmann Managing Director Managing Director of Goldman, Sachs & Co. oHG
---------------------------------- ---------------------------- ------------------------------------------------------
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, except
for Richards S. Sharp, whose business address is Peterborough Court, 133
Fleet Street, London EC4A 2BB, England.
All executive officers listed below are United States citizens, except
for Richards S. Sharp and Sarah E. Smith, who are citizens of the United
Kingdom.
-------------------------- -------------------- ---------------------------------------------------
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.
-------------------------- -------------------- ---------------------------------------------------
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.
-------------------------- -------------------- ---------------------------------------------------
David J. Greenwald Managing Director Managing Director of Goldman, Sachs & Co.
-------------------------- -------------------- ---------------------------------------------------
Sarah E. Smith Managing Director Managing Director 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
-------------
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 Richard S. Sharp, Hughes B. Lepic,
Robert R. Gheewalla, Sanjay H. Patel, Steffen J. Kastner, Bjorn P. Killmer,
Benoit Valentin and Ulrika Werdelin is Peterborough Court, 133 Fleet
Street, London EC4A 2BB, England. The business address of Mary Nee and
Hsueh J. Sung is Cheung Kong Center, 68th Floor, 2 Queens Road, Central,
Hong Kong. The business address of Joseph P. DiSabato is 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 and Sarah E. Smith are citizens of the United
Kingdom; Hughes B. Lepic and Benoit Valentin are citizens of France; Adrian
M. Jones is a citizen of Ireland; Bjorn P. Killmer and Steffen J. Kastner
are citizens of Germany; Ulrika Werdelin is a citizen of Sweden and Hsueh
J. Sung is a citizen of Taiwan.
--------------------------------- ------------------------------- ------------------------------------------------------
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.
--------------------------------- ------------------------------- ------------------------------------------------------
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/Assistant Managing Director of Goldman, Sachs & Co.
Secretary
--------------------------------- ------------------------------- ------------------------------------------------------
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Hsueh J. Sung Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
--------------------------------- ------------------------------- ------------------------------------------------------
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Elizabeth C. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
David J. Greenwald Vice President/Assistant Managing Director of Goldman, Sachs & 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 E. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Stephen S. Trevor 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 International
--------------------------------- ------------------------------- ------------------------------------------------------
Sanjay H. Patel 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.
--------------------------------- ------------------------------- ------------------------------------------------------
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Carrie Teret Vice President Vice President of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Katherine B. Enquist Vice President/Secretary Managing Director of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Beverly L. O'Toole Assistant Secretary Vice President and Associate General Counsel
of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Matthew E. Tropp Assistant Secretary Vice President and Associate General Counsel 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.
--------------------------------- ------------------------------- ------------------------------------------------------
Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Steffen J. Kastner Vice President Managing Director of Goldman Sachs International
--------------------------------- ------------------------------- ------------------------------------------------------
Stuart A. Katz Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
Bjorn P. Killmer Vice President Managing Director of Goldman Sachs International
--------------------------------- ------------------------------- ------------------------------------------------------
Benoit Valentin Vice President Managing Director of Goldman Sachs International
--------------------------------- ------------------------------- ----------------------------------------------------
Julie Abraham Assistant Secretary Vice President and Assistant General Counsel of
Goldman, Sachs & Co.
--------------------------------- ------------------------------- ------------------------------------------------------
SCHEDULE II-D
-------------
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, Hughes B. Lepic,
Robert R. Gheewalla, Sanjay H. Patel, Steffen J. Kastner, Bjorn P. Killmer,
Benoit Valentin and Ulrika Werdelin is 133 Fleet Street, London EC4A 2BB,
England. The business address of Mary Nee and Hsueh J. Sung is Cheung Kong
Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address
of Joseph P. DiSabato is 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 and Sarah E. Smith are citizens of the United
Kingdom; Hughes B. Lepic and Benoit Valentin are citizens of France; Adrian
M. Jones is a citizen of Ireland; Steffen J. Kastner and Bjorn P. Killmer
are citizens of Germany; Ulrika Werdelin is a citizen of Sweden and Hsueh
J. Sung is a citizen of Taiwan.
--------------------------------- ---------------------------- ------------------------------------------------------
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.
--------------------------------- ---------------------------- ------------------------------------------------------
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 & Co.
Assistant Secretary
--------------------------------- ---------------------------- ------------------------------------------------------
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Hsueh J. Sung Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
--------------------------------- ---------------------------- ------------------------------------------------------
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Elizabeth C. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
David J. Greenwald Vice President/ Managing Director of Goldman, Sachs & Co.
Assistant Secretary
--------------------------------- ---------------------------- ------------------------------------------------------
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
--------------------------------- ---------------------------- ------------------------------------------------------
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Sarah E. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Stephen S. Trevor 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 International
--------------------------------- ---------------------------- ------------------------------------------------------
Sanjay H. Patel 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.
--------------------------------- ---------------------------- ------------------------------------------------------
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 & Co.
Secretary
--------------------------------- ---------------------------- ------------------------------------------------------
Beverly L. O'Toole Assistant Secretary Vice President and Associate General Counsel 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.
--------------------------------- ---------------------------- ------------------------------------------------------
Matthew E. Tropp Assistant Secretary Vice President and Associate General Counsel of
Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Ulrika Werdelin Vice President Executive Director of Goldman Sachs International
--------------------------------- ---------------------------- ------------------------------------------------------
Kenneth A. Pontarelli Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Steffen J. Kastner Vice President Managing Director of Goldman Sachs International
--------------------------------- ---------------------------- ------------------------------------------------------
Stuart A. Katz Vice President Managing Director of Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
Bjorn P. Killmer Vice President Managing Director of Goldman Sachs International
--------------------------------- ---------------------------- ------------------------------------------------------
Benoit Valentin Vice President Managing Director of Goldman Sachs International
--------------------------------- ---------------------------- ------------------------------------------------------
Julie Abraham Assistant Secretary Vice President and Assistant General Counsel of
Goldman, Sachs & Co.
--------------------------------- ---------------------------- ------------------------------------------------------
SCHEDULE III
------------
Schedule III is hereby amended and restated in its entirety as
follows:
On April 6, 2000, in connection with an industry-wide investigation by
the Securities and Exchange Commission (the "SEC") relating to the pricing
of government securities in advance refunding transactions, Goldman, Sachs
& Co. ("Goldman Sachs") joined in a global settlement resolving the SEC
investigation as well as a related qui tam lawsuit purportedly brought on
behalf of the United States entitled United States ex rel. Lissack v.
Goldman, Sachs & Co., et al., 95 Civ. 1363 (S.D.N.Y.)(BSJ). Pursuant to the
settlement, without admitting or denying the findings, Goldman Sachs
consented to the issuance of an SEC administrative order (SEA Rel. No.
42640) which, among other things, found that Goldman Sachs had violated
Sections 17(a)(2) and (3) of the Securities Act of 1933, as amended (the
"Securities Act"), in connection with such pricing of government
securities, required Goldman Sachs to cease and desist from violating such
provisions, and ordered Goldman Sachs to make payments totaling
approximately $5.1 Million to the U.S. Treasury and $104,000 to two
municipalities. Under the global settlement, the qui tam lawsuit was
dismissed with prejudice, and the Internal Revenue Service agreed not to
challenge the tax-free nature of the refundings by virtue of the pricing of
such securities.
In November 2002, the SEC, the National Association of Securities
Dealers ("NASD") and the New York Stock Exchange, Inc. ("NYSE") alleged
that five broker dealers, including Goldman Sachs, violated Section 17(a)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Rule 17a-4 thereunder, NYSE Rules 440 and 342 and NASD Rules 3010 and
3110 by allegedly failing to preserve electronic mail communications for
three years and/or to preserve electronic mail communications for the first
two years in an accessible place, and by allegedly having inadequate
supervisory systems and procedures in relation to the retention of
electronic mail communications. Without admitting or denying the
allegations, the five broker dealers, including Goldman Sachs, consented to
censure by the SEC, NASD and NYSE and to the imposition of a
cease-and-desist order by the SEC and Goldman Sachs paid a total fine of
$1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also
undertook to review its procedures regarding the preservation of electronic
mail communications for compliance with the federal securities laws and
regulations and the rules of the NASD and NYSE, and to confirm within a
specified period of time that it has established systems and procedures
reasonably designed to achieve compliance with those laws, regulations and
rules.
On April 28, 2003, without admitting or denying liability, ten
investment banking firms including Goldman Sachs, entered into global
settlements with the SEC, the NYSE, the NASD and certain states to resolve
the investigations relating to equity research analyst conflicts of
interest. Goldman Sachs was charged with violating NYSE Rules 342, 401, 472
and 475, and NASD Conduct Rules 2110, 2210 and 3010. Goldman Sachs also
agreed to a censure by the NYSE and the NASD and to pay a total of
$110,000,000 and to adopt a set of industry-wide reforms of its research
and investment banking businesses and to adopt certain restrictions on the
allocations of "hot" IPO shares. The terms of the global settlement were
entered in an order by a federal court in the Southern District of New York
on October 31, 2003 (Civil Action Number 03CV2944).
On September 4, 2003, Goldman Sachs and the SEC settled administrative
proceedings relating to certain trading in U.S. Treasury securities by
Goldman Sachs on the morning of October 31, 2001. The Staff of the SEC
alleged that Goldman Sachs violated (i) Section 15(c)(1) and Rule 15c1-2 of
the Exchange Act as a result of certain trading in U.S. Treasury bonds over
an eight minute period on October 31, 2001; and (ii) Section 15(f) of the
Exchange Act by failing to maintain policies and procedures specifically
addressed to the possible misuse of non-public information obtained from
outside consultants. Under the Offer of Settlement submitted by Goldman
Sachs and accepted by the SEC, without admitting or denying the SEC's
allegations, Goldman Sachs consented to the entry of an Order that, among
other things, (i) censured Goldman Sachs; (ii) directed Goldman Sachs to
cease and desist from committing or causing any violations of Section
15(c)(1)(A) & (C) and 15(f) and Rule 15c1-2 of the Exchange Act; (iii)
ordered Goldman Sachs to pay disgorgement and prejudgment interest in the
amount of $1,742,642, and a civil monetary penalty of $5 million; and (iv)
directed Goldman Sachs to conduct a review its policies and procedures and
to adopt, implement and maintain policies and procedures consistent with
the Order and that review. Goldman Sachs also undertook to pay $2,562,740
in disgorgement and interest relating to certain trading in U.S. Treasury
bond futures during the same eight minute period.
On July 1, 2004, Goldman Sachs and the SEC settled administrative
proceedings relating to communications from Goldman Sachs sales traders on
its Asian Shares Sales Desk to certain institutional customers and news
media concerning four international public securities offerings during the
period between October 1999 and March 2000. The SEC alleged (i) that
certain of these communications by Goldman Sachs employees were made after
the registration statements pertaining to those offerings were filed, but
not yet declared effective by the SEC, in violation of Section 5(b) of the
Securities Act and (ii) that certain comments to the news media by Goldman
Sachs with respect to one of the offerings constituted an offer to sell
securities in violation of Section 5(c) of the Securities Act. The SEC also
alleged that Goldman Sachs failed to adequately supervise the Asian Shares
Sales Desk traders, as required by Section 15(b)(4)(E) of the Exchange Act.
Under the Offer of Settlement submitted by Goldman Sachs and accepted by
the SEC, without admitting or denying the SEC's allegations, Goldman Sachs
consented to the entry of an Order that, among other things, directed
Goldman Sachs to cease and desist from committing or causing any violations
of Sections 5(b) and 5(c) of the Securities Act, and ordered Goldman Sachs
to pay a civil monetary penalty of $2 million.
On January 24, 2005, the SEC filed an action in the U.S. District
Court for the Southern District of New York alleging that Goldman Sachs
violated Rule 101 of Regulation M under the Exchange Act by attempting to
induce, or inducing certain investors to make, aftermarket purchases of
certain initial public offerings underwritten by Goldman Sachs during 2000.
On February 4, 2005, without admitting or denying the allegations of the
complaint, a final judgment was entered against Goldman Sachs, with the
consent of Goldman Sachs, under which Goldman Sachs was permanently
restrained and enjoined from violating Rule 101 of Regulation M and
required to pay a $40 million civil penalty, which was paid on March 31,
2005.