Page 1 of 24 pages
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
HEXCEL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
428290 10 0
(CUSIP Number)
Robert J. Small Joel S. Beckman
Berkshire Partners LLC Greenbriar Equity Group LLC
One Boston Place 555 Theodore Fremd Avenue
Suite 3300 Suite A-201
Boston, Massachusetts 02108 Rye, NY 10580
(617) 227-0050 (914) 925-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 19, 2003
(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.
(Continued on following pages)
(Page 1 of 25 Pages)
CUSIP NO. 428290 10 0 Page 2 of 24 pages
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund V, Limited Partnership
04-3423237
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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
Massachusetts
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
7,053,687
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,053,687
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,053,687*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%**
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Issuer") beneficially owned by Berkshire Fund V, Limited Partnership ("Fund V")
which are issuable upon the conversion of shares of series A convertible
preferred stock of the Issuer and series B convertible preferred stock of the
Issuer at a conversion price of $3.00 per share.
Page 3 of 24 pages
** This percentage was calculated in accordance with Rule 13-3(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 Fund V.
Accordingly, such calculation does not include the shares of common stock of the
Issuer issuable upon conversion of shares of series A convertible stock of the
Issuer and series B convertible stock of the Issuer which are beneficially owned
by any person other than Fund V. This percentage would equal 8.0% if it were
calculated by including such securities in such calculation.
CUSIP NO. 428290 10 0 Page 4 of 24 pages
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Fund VI, Limited Partnership
04-3568357
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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
Massachusetts
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
7,661,281
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,661,281
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,661,281*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%**
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Issuer") beneficially owned by Berkshire Fund VI Limited Partnership ("Fund VI)
which are issuable upon the conversion of shares of series A convertible
preferred stock of the Issuer and series B convertible preferred stock of the
Issuer at a conversion price of $3.00 per share.
Page 5 of 24 pages
** This percentage was calculated in accordance with Rule 13-3(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 Fund VI.
Accordingly, such calculation does not include the shares of common stock of the
Issuer issuable upon conversion of shares of series A convertible stock of the
Issuer and series B convertible stock of the Issuer which are beneficially owned
by any person other than Fund VI. This percentage would equal 8.7% if it were
calculated by including such securities in such calculation.
CUSIP NO. 428290 10 0 Page 6 of 24 pages
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Investors LLC
04-3309729
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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
Massachusetts
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
803,156
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 803,156
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,156*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%**
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* This amount includes shares of common stock of Hexcel Corporation (the
"Issuer") beneficially owned by Berkshire Investors, LLC ("Berkshire Investors")
which are issuable upon the conversion of shares of series A convertible
preferred stock of the Issuer and series B convertible preferred stock of the
Issuer at a conversion price of $3.00 per share.
Page 7 of 24 pages
** This percentage was calculated in accordance with Rule 13-3(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 Berkshire
Investors. Accordingly, such calculation does not include the shares of common
stock of the Issuer issuable upon conversion of shares of series A convertible
stock of the Issuer and series B convertible stock of the Issuer which are
beneficially owned by any person other than Berkshire Investors. This percentage
would equal 0.9% if it were calculated by including such securities in such
calculation.
CUSIP NO. 428290 10 0 Page 8 of 24 pages
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Berkshire Partners LLC
04-2911958
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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
Massachusetts
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
10,000
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,000
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* This percentage was calculated in accordance with Rule 13-3(d)(1) of the
Exchange Act, which specifically excludes from such calculation all securities
not outstanding which are subject to options, warrants, rights or
Page 9 of 24 pages
conversion privileges and which are beneficially owned by any person other than
Berkshire Partners LLC ("Berkshire"). Accordingly, such calculation does not
include the shares of common stock of the Issuer issuable upon conversion of
shares of series A convertible stock of the Issuer and series B convertible
stock of the Issuer which are beneficially owned by any person other than
Berkshire. This percentage would equal 0.01% if it were calculated by including
such securities in such calculation.
CUSIP NO. 428290 10 0 Page 10 of 24 pages
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Greenbriar Equity Fund, L.P.
13-4089201
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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
15,214,940
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 15,214,940
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,214,940*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%**
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 11 of 24 pages
* This amount includes shares of common stock of Hexcel Corporation (the
"Issuer") beneficially owned by Greenbriar Equity Fund, L.P. ("Greenbriar Fund")
which are issuable upon the conversion of shares of series A convertible
preferred stock of the Issuer and series B convertible preferred stock of the
Issuer at a conversion price of $3.00 per share.
** This percentage was calculated in accordance with Rule 13-3(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 Greenbriar
Fund. Accordingly, such calculation does not include the shares of common stock
of the Issuer issuable upon conversion of shares of series A convertible stock
of the Issuer and series B convertible stock of the Issuer which are
beneficially owned by any person other than Greenbriar Fund. This percentage
would equal 17.3% if it were calculated by including such securities in such
calculation.
CUSIP NO. 428290 10 0 Page 12 of 24 pages
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Greenbriar Co-Investment Partners, L.P.
13-4089202
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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
303,185
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 303,185
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,185*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%**
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 13 of 24 pages
* This amount includes shares of common stock of Hexcel Corporation (the
"Issuer") beneficially owned by Greenbriar Co-Investment Partners, L.P.
("Greenbriar Co-Invest") which are issuable upon the conversion of shares of
series A convertible preferred stock of the Issuer and series B convertible
preferred stock of the Issuer at a conversion price of $3.00 per share.
** This percentage was calculated in accordance with Rule 13-3(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 Greenbriar
Co-Invest. Accordingly, such calculation does not include the shares of common
stock of the Issuer issuable upon conversion of shares of series A convertible
stock of the Issuer and series B convertible stock of the Issuer which are
beneficially owned by any person other than Greenbriar Co-Invest. This
percentage would equal 0.3% if it were calculated by including such securities
in such calculation.
CUSIP NO. 428290 10 0 Page 14 of 24 pages
SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Greenbriar Equity Group LLC
13-4089194
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) | |
(b) |X|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
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
10,000
-----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,000
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%*
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
Page 15 of 24 pages
* This percentage was calculated in accordance with Rule 13-3(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 Greenbriar
Equity Group LLC ("Greenbriar"). Accordingly, such calculation does not include
the shares of common stock of the Issuer issuable upon conversion of shares of
series A convertible stock of the Issuer and series B convertible stock of the
Issuer which are beneficially owned by any person other than Greenbriar. This
percentage would equal 0.01% if it were calculated by including such securities
in such calculation.
Page 16 of 24 pages
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, par value $.01 per share (the
"Common Stock"), of Hexcel Corporation, a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at Two Stamford Plaza,
281 Tresser Boulevard, 16th Floor, Stamford, Connecticut 06901-3238.
Item 2. IDENTITY AND BACKGROUND.
(a) Name
This Statement is being filed jointly by the following (each a "Reporting
Person" and collectively, the "Reporting Persons"): (1) Berkshire Fund V,
Limited Partnership, a Massachusetts limited partnership ("Fund V"), (2)
Berkshire Fund VI, Limited Partnership, a Massachusetts limited partnership
("Fund VI") (3), Berkshire Investors LLC, a Massachusetts limited liability
company ("Berkshire Investors"), (4) Berkshire Partners LLC, a Massachusetts
limited liability company ("Berkshire"), (5) Greenbriar Equity Fund, L.P. a
Delaware limited partnership ("Greenbriar Fund") (6) Greenbriar Co-Investment
Partners, L.P., a Delaware limited partnership ("Greenbriar Co-Invest") and (7)
Greenbriar Equity Group LLC, a Delaware limited liability company
("Greenbriar").
Fifth Berkshire Associates LLC, a Massachusetts limited liability company
("Fifth Berkshire") is the general partner of Fund V. Sixth Berkshire Associates
LLC, a Massachusetts limited liability company ("Sixth Berkshire") is the
general partner of Fund VI. The managing members of Berkshire are: Bradley M.
Bloom, J. Christopher Clifford, Kevin T. Callaghan, Richard K. Lubin, Carl
Ferenbach, Garth H. Greimann, Jane Brock-Wilson, David R. Peeler, Robert J.
Small, and Ross M. Jones (the "Berkshire Principals"). The Berkshire Principals
are also the managing members of Fifth Berkshire, Sixth Berkshire and Berkshire
Investors.
Greenbriar Holdings LLC (Greenbriar Holdings") is the general partner of
Greenbriar Equity Capital, L.P. ("Greenbriar Capital"), which is the general
partner of Greenbriar Fund. Greenbriar Holdings is also the general partner of
Greenbriar Co-Invest. The managing members of Greenbriar Holdings are Joel S.
Beckman, Gerald Greenwald and Reginald L. Jones, III (the "Greenbriar
Principals").
Pursuant to the Coinvestment Agreement (the "Coinvestment Agreement")
dated as of November 1, 1999 between Berkshire and Greenbriar, Berkshire and
Greenbriar agreed to jointly pursue investment opportunities in the
transportation industry. Berkshire has agreed to cause one or more of its
affiliated investment funds to co-invest with Greenbriar Fund in an amount equal
to one dollar for every two dollars invested by Greenbriar Fund. If the amount
available for investment in a particular transaction exceeds the amount which is
appropriate for Greenbriar Fund to invest, Berkshire's affiliated funds shall be
offered the opportunity to coinvest in such transaction up to such additional
amount, unless Greenbriar, after consultation with Berkshire, determines to
first offer all or a portion of such coinvestment opportunity to one or more
third parties. As a result, Berkshire and Greenbriar agreed to invest in the
transactions described in this filing on an equal basis (the Reporting Persons
affiliated with Berkshire have invested one dollar for every one dollar invested
by the Reporting Persons affiliated with Greenbriar).
Based on the foregoing and the transactions and relationships described
herein, the Reporting Persons may be deemed to constitute a "group" for purposes
of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act").
The filing of this statement shall not be construed as an admission that the
Reporting Persons are a group, or have agreed to act as a group.
Page 17 of 24 pages
(b) Principal Business
The principal business of each of Fund V, Fund VI, Berkshire Investors,
Greenbriar Fund and Greenbriar Co-Invest is to make investments in, buy, sell,
hold, pledge and assign securities. The principal business of Fifth Berkshire is
to act as general partner of Fund V and certain other affiliated funds. The
principal business of Sixth Berkshire is to act as general partner of Fund VI
and certain other affiliated funds. The principal business of Greenbriar Capital
is to act as the general partner of Greenbriar Holdings and other affiliated
funds. The principal business of Greenbriar Holdings is to act as the general
partner of Greenbriar Fund and Greenbriar Co-Invest and other affiliated funds.
The principal occupations of each of the Berkshire Principals is Managing
Director of Berkshire. The principal occupations of each of the Greenbriar
Principals is Managing Member of Greenbriar. The principal business of each of
Berkshire and Greenbriar is to act as investment advisor to their respective
funds.
(c) Principal Address
The following address is the business address of each of the Berkshire
Principals and the address of the principal executive offices and principal
business of Fund V, Fund VI, Berkshire Investors, Berkshire, Fifth Berkshire and
Sixth Berkshire: One Boston Place, Suite 3300, Boston, Massachusetts 02108 (in
the case of the Berkshire Principals, c/o Berkshire Partners LLC).
The following address is the business address of each of the Greenbriar
Principals and the address of the principal executive offices and principal
business of Greenbriar Capital, Greenbriar Holdings, Greenbriar Fund, Greenbriar
Co-Invest and Greenbriar: c/o Greenbriar Equity Group LLC, 555 Theodore Fremd
Avenue, Suite A-201, Rye, NY 10580
(d and e) No Convictions or Proceedings.
During the last five years, none of the Reporting Persons, Fifth
Berkshire, Sixth Berkshire, the Berkshire Principals, Greenbriar Capital,
Greenbriar Holdings or the Greenbriar Principals, nor any of their executive
officers, directors, or partners, as applicable: (i) has been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in his being 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.
(f) Citizenship
Each of Fund V, Fund VI, Berkshire Investors, Berkshire, Fifth Berkshire,
and Sixth Berkshire is organized under the laws of the Commonwealth of
Massachusetts. Each of the Berkshire Principals is a citizen of the United
States.
Each of Greenbriar Capital, Greenbriar Holdings, Greenbriar, Greenbriar
Fund and Greenbriar Co-Invest is organized under the laws of the State of
Delaware. Each of the Greenbriar Principals is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In a series of transactions completed on March 19, 2003, the Reporting
Persons purchased in the aggregate 77,875 shares of series A convertible
preferred stock (the "Series A") and 77,875 shares of series B convertible
preferred stock (the "Series B", and together with the Series A, the "Preferred
Stock") of the Issuer for approximately $77.9 million in cash (before giving
effect to certain transaction costs). The shares of Common Stock that may be
deemed to be beneficially owned by the Reporting Persons represent approximately
43.7% of the outstanding shares of Common Stock, based on there being 39,944,962
shares of Common Stock outstanding as of February 25, 2003, as disclosed in the
Issuer's annual report on Form 10-K for the fiscal year ended December 31, 2002
(the "2002 10-K"). The foregoing percentage was calculated in accordance with
Rule 13-3(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
Page 18 of 24 pages
than the Reporting Persons. Accordingly, such calculation does not include
shares of series A convertible preferred stock and series B convertible
preferred stock which are beneficially owned by any person other than the
Reporting Persons. All outstanding shares of series A convertible preferred
stock and series B convertible preferred stock are entitled to vote, on an
as-converted basis, on all matters put to a vote or consent of the holders of
Common Stock. Therefore, in any such vote or consent, as of the closing of the
transaction, the Reporting Persons will have the power to vote shares
representing approximately 35.2% of the total number of votes that may be cast
on any such matter.
Berkshire Investors purchased (i) 2,015.25 shares of series A convertible
preferred stock and (ii) 2,015.25 shares of series B convertible preferred stock
for $2,015,250.00 in the aggregate. Fund V purchased (i) 17,698.85 shares of
series A convertible preferred stock and (ii) 17,698.85 shares of series B
convertible preferred stock for $17,698,850.00 in the aggregate. Fund VI
purchased (i) 19,223.40 shares of series A convertible preferred stock and (ii)
19,223.40 shares of series B convertible preferred stock for $19,223,400.00 in
the aggregate. Greenbriar Fund purchased (i) 38,176.76 shares of series A
convertible preferred stock and (ii) 38,176.76 shares of series B convertible
preferred stock for $38,176,757.93 in the aggregate. Greenbriar Co-Invest
purchased (i) 760.74 shares of series A convertible preferred stock and (ii)
760.74 shares of series B convertible preferred stock for $760,742.07 in the
aggregate.
The Issuer granted to one of the Berkshire Principals, Robert J. Small,
who serves as a director of the Issuer, 10,000 options on March 19, 2003
pursuant to the Hexcel Incentive Stock Plan. One-third of such options is
currently exercisable and convertible into 3,333 shares of Common Stock and an
additional one-third of such options will vest and become exercisable on March
19, 2004 and the remaining one-third will vest and become exercisable on March
19, 2005. Pursuant to an agreement between Robert J. Small and Berkshire,
Robert J. Small holds these options for the benefit of Berkshire.
The Issuer granted to one of the Greenbriar Principals, Joel S. Beckman,
who serves as a director of the Issuer, 10,000 options on March 19, 2003
pursuant to the Hexcel Incentive Stock Plan. One-third of such options is
currently exercisable and convertible into 3,333 shares of Common Stock and an
additional one-third of such options will vest and become exercisable on March
19, 2004 and the remaining one-third will vest and become exercisable on March
19, 2005. Pursuant to an agreement between Joel S. Beckman and Greenbriar,
Joel S. Beckman holds these options for the benefit of Greenbriar.
Berkshire Fund V Investment Corp., an affiliate of Fund V and Fifth
Berkshire, facilitated Fund V's purchase of its shares of Preferred Stock by
advancing Fund V the purchase price which Fund V will repay with funds from
available funds and capital contributions by its partners, representing the
ultimate source of the funds.
Berkshire Fund VI Investment Corp., an affiliate of Fund VI and Sixth
Berkshire, facilitated Fund VI's purchase of its shares of Preferred Stock by
advancing Fund VI the purchase price which Fund VI will repay with funds from
available funds and capital contributions by its partners, representing the
ultimate source of the funds.
Each of Greenbriar Fund and Greenbriar Co-Invest purchased its shares of
Preferred Stock with funds from capital contributions by its partners.
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock covered by this filing are being held for
investment purposes. The Reporting Persons will continue to monitor and evaluate
their investment in the Issuer in light of pertinent factors, including without
limitation the following: (a) the Issuer's business, operations, assets,
financial condition and prospects; (b) market, general economic and other
conditions; and (c) other investment opportunities available to the Reporting
Persons. In light of the foregoing factors, and the plans and requirements of
the Reporting Persons from time to time, including the plans described below,
the Reporting Persons may decide to (i) dispose of some or all of the shares of
the Preferred Stock and Common Stock that they beneficially own or (ii) acquire
additional shares of Common Stock, Preferred Stock or other securities of the
Issuer.
Coinvestment Agreement
In consummating the series of transactions described in this filing, the
Reporting Persons acted in accordance with the Coinvestment Agreement. Pursuant
to the Coinvestment Agreement, Berkshire and Greenbriar agreed to jointly pursue
investment opportunities in the transportation industry. Berkshire has agreed to
cause one or more of its affiliated investment funds to co-invest with
Greenbriar Fund in an amount equal to one dollar for every two dollars invested
by Greenbriar Fund. If the amount available for investment in a particular
transaction exceeds the amount which is appropriate for Greenbriar Fund to
invest, Berkshire's affiliated funds shall be offered the opportunity to
coinvest in such transaction up to such additional amount, unless Greenbriar,
after consultation with Berkshire, determines to first offer all or a portion of
such coinvestment opportunity to one or more third parties. As a result,
Page 19 of 24 pages
Berkshire and Greenbriar agreed to invest in the transactions described in this
filing on an equal basis (the Reporting Persons affiliated with Berkshire have
invested one dollar for every one dollar invested by the Reporting Persons
affiliated with Greenbriar).
Stock Purchase Agreement
The Reporting Persons entered into a Stock Purchase Agreement on December
18, 2002 to purchase a total of 77,875 shares of series A convertible preferred
stock of the Issuer and 77,875 shares of series B convertible preferred stock of
the Issuer. The Stock Purchase Agreement contains customary representations and
warranties, covenants and closing conditions for transactions of this nature,
and certain indemnification provisions.
Certificates of Designation
The Certificate of Designations for the series A convertible preferred
stock provides that each share of series A convertible preferred stock is
convertible at any time at the option of the holder into a number of fully paid
and nonassessable shares of Common Stock, par value $0.01 per share (the "Common
Stock") equal to $1,000 for each share of series A convertible preferred stock
outstanding divided by the initial conversion price of $3.00. Commencing on the
third anniversary of the date of issuance, dividends will be payable on the
series A convertible preferred stock at a rate of 6.00% per year. Upon a
conversion of the series A convertible preferred stock at the option of the
holder, accrued but unpaid dividends on shares of series A convertible preferred
stock may be paid by the Issuer, at its option, in cash or in shares of Common
Stock. As of March 19, 2003, the shares of series A convertible preferred stock
initially would be convertible into 25,958,333 shares of Common Stock, based on
the initial conversion price of $3.00. The Certificate of Designations for the
series B convertible preferred stock provides that each share of series B
convertible preferred stock is convertible at any time at the option of the
holder into a number of fully paid and nonassessable shares of Common Stock
equal to $195.618 for each share of series B convertible preferred stock
outstanding, divided by the initial conversion price of $3.00. As of March 19,
2003, the shares of series B convertible preferred stock initially would be
convertible into 5,077,918 shares of Common Stock, based on the initial
conversion price of $3.00. All outstanding shares of series A preferred stock
and series B preferred stock are entitled to vote, on an as-converted basis, on
all matters put to a vote or consent of the holders of Common Stock. Therefore,
in any such vote or consent, as of the closing of the transaction, the Reporting
Persons will have the power to vote shares representing approximately 35.2% of
the total number of votes that may be cast on any such matter. The Certificates
of Designations governing the Preferred Stock contain anti-dilution protection
for the shares of Preferred Stock, which could result in an adjustment of the
conversion price. The Preferred Stock must be redeemed by the Company on January
22, 2010 and under certain circumstances will be automatically converted into
Common Stock. The foregoing and other relative rights, privileges, powers and
preferences of the series A convertible preferred stock and the series B
convertible preferred stock are more fully described in the Certificates of
Designation.
Stockholders Agreement
In connection with the transactions described in this filing, certain of
the Reporting Persons entered into a Stockholders Agreement (the "Stockholders
Agreement") with the Issuer providing for certain agreements with respect to the
voting, transfers of the shares of series A convertible preferred stock and
series B convertible preferred stock and certain other corporate governance and
related matters.
In accordance with the Stockholders Agreement, as long as the Reporting
Persons collectively beneficially own 15% or more of the total voting power of
the Issuer's voting securities and have not sold or otherwise disposed of shares
representing 66 2/3% or more of the voting power of the Issuer's securities that
they acquired in the transactions described in this filing, any slate of
nominees for election to the Issuer's board of directors (the "Board") will
consist of two nominees nominated by the Reporting Persons and eight nominees
not nominated by the Reporting Persons. Pursuant to the provisions of the
Stockholders Agreement, one of the Berkshire Principals, Robert J. Small, and
one of the Greenbriar Principals, Joel S. Beckman, became members of the Board
of the Issuer upon consummation of the transactions described in this filing.
The Stockholders Agreement further provides that in the event (a) the Reporting
Persons collectively beneficially own 15% or more of the total voting power of
the Issuer's voting securities and have sold or otherwise disposed of shares
representing 66 2/3% or more of the voting power of the Issuer's securities that
they acquired in the financing transactions or (b) the Reporting Persons
collectively beneficially own less than 15% but at least 10% of the total voting
power of the Issuer's voting securities, any slate of nominees for election to
the Issuer's board of directors will consist of one nominee nominated by the
Reporting Persons and nine nominees not nominated by the Reporting Persons. In
the event the total voting power of the Issuer's voting securities collectively
beneficially owned by the Reporting Persons at any time is below 10%, the
Stockholders Agreement will terminate and the Reporting Persons will have no
further right to nominate any of the Issuer's directors.
Page 20 of 24 pages
The Stockholders Agreement requires the approval of at least six directors
including at least two directors nominated by the Reporting Persons (or two
directors nominated by certain other stockholders of the Issuer) be obtained
for Board action generally. The Stockholders Agreement also provides that the
Board will not authorize, approve or ratify certain extraordinary transactions
such as certain acquisitions, dispositions, mergers or other business
combinations and certain issuances of equity securities of the Issuer without
the approval of the majority of the directors designated by the Reporting
Persons for so long as the Reporting Persons beneficially own 15% or more of the
total voting power of the Issuer.
The Stockholders Agreement will also require the Reporting Persons to vote
their shares of the Issuer's voting securities in the manner provided in the
Stockholders Agreement in the event of a buyout transaction proposal that is not
approved by a majority of the Issuer's board of directors and a majority of
directors which are not interested directors (within the meaning of the Delaware
General Corporation Law with respect to such buyout transaction) with respect to
such buyout transaction.
The Stockholders Agreement contains a "standstill" provision which, among
other things, prohibits the Reporting Persons from acquiring in the aggregate
more than 39.5% of the Issuer's outstanding voting securities unless approved by
the Issuer's board of directors. However, subject to certain exceptions, the
Reporting Persons will also have the right, pursuant to the Stockholders
Agreement to acquire voting securities to maintain their ownership percentage of
the Issuer's outstanding voting securities in the event the Issuer issues
additional voting securities in the future.
The Reporting Persons have also each agreed to an 18-month lock-up of the
voting securities of the Issuer held by them (except for certain registered
offerings) and certain other transfer limitations.
Registration Rights Agreement
Pursuant to a Registration Rights Agreement among the Reporting Persons
and the Issuer, the Issuer has granted the Reporting Persons registration
rights, which include demand and piggyback registration rights with respect to
the shares of Common Stock (and, after the third anniversary of the closing
date, the shares of series A convertible preferred stock) held by the Reporting
Persons.
Except as described above and in the agreements referenced herein, the
Reporting Persons do not have any plans or proposals that relate to or would
result in: (i) an extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(ii) a sale or transfer of a material amount of assets of the issuer or of any
of its subsidiaries; (iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors; (iv) any material change in the present capitalization or
dividend policy of the Issuer; (v) any other material change in the Issuer's
business or corporate structure; (vi) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (vii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (viii) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (ix) any action similar to any of those
enumerated above. Notwithstanding the foregoing, the Reporting Persons reserve
the right to effect any of such actions as any of them may deem necessary or
appropriate in the future.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Upon the closing of the transaction, the Reporting Persons may be
deemed to beneficially own an aggregate of 31,056,249 shares of Common Stock
consisting of (i) 77,875 shares of series A preferred stock that are
beneficially owned by the Reporting Persons and that are convertible into
25,958,333 shares of Common Stock; (ii) 77,875 shares of series B preferred
stock that are beneficially owned by the Reporting Persons and that are
convertible into 5,077,918 shares of Common Stock; (iii) 10,000 options granted
to Robert J. Small on March 19, 2003 pursuant to the Hexcel Incentive Stock
Plan, of which one-third of such options is currently exercisable and
convertible into 3,333 shares of Common Stock and an additional one-third of
such options will vest and become exercisable on March 19, 2004 and the
remaining one-third will vest and become exercisable on March 19, 2005 (Robert
J. Small has an understanding with Berkshire pursuant to which he holds such
options for the benefit of Berkshire); and (iv) 10,000
Page 21 of 24 pages
options granted to Joel S. Beckman on March 19, 2003 pursuant to the Hexcel
Incentive Stock Plan, of which one-third of such options is currently
exercisable and convertible into 3,333 shares of Common Stock and an additional
one-third of such options will vest and become exercisable on March 19, 2004 and
the remaining one-third will vest and become exercisable on March 19, 2005 (Joel
S. Beckman has an understanding with Greenbriar pursuant to which he holds such
options for the benefit of Greenbriar).
The shares of Common Stock that may be deemed to be beneficially owned by
the Reporting Persons represent approximately 43.7% of the outstanding shares of
Common Stock, based on there being 39,944,962 shares of Common Stock outstanding
as of February 25, 2003, as disclosed in the Issuer's annual report on Form 10-K
for the fiscal year ended December 31, 2002. The foregoing percentage was
calculated in accordance with Rule 13-3(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 the Reporting Persons. Accordingly,
such calculation does not include shares of series A convertible preferred stock
and series B convertible preferred stock which are beneficially owned by any
person other than the Reporting Persons. All outstanding shares of series A
convertible preferred stock and series B convertible preferred stock are
entitled to vote, on an as-converted basis, on all matters put to a vote or
consent of the holders of Common Stock. Therefore, in any such vote or consent,
as of the closing of the transaction, the Reporting Persons will have the power
to vote shares representing approximately 35.2% of the total number of votes
that may be cast on any such matter.
By virtue of the relationships described herein, the Reporting Persons may
be deemed to constitute a "group" within the meaning of Rule 13d-5 under the
Exchange Act. As a member of a group, each Reporting Person may be deemed to
share voting and dispositive power with respect to, and therefore beneficially
own, the shares beneficially owned by members of the group as a whole. The
filing of this Statement shall not be construed as an admission that the
Reporting Persons beneficially own those shares held by any other members of the
group.
(b) Upon the close of the transactions, Fund V will have sole voting power
with respect to 7,053,687 shares of Common Stock and will have sole dispositive
power with respect to 7,053,687 shares of Common Stock. Fund V will be the
beneficial owner of the 7,053,687 shares of Common Stock over which it will have
voting and dispositive power.
As the ultimate general partner of Fund V, Fifth Berkshire may be deemed
to beneficially own 7,053,687 shares of Common Stock held by Fund V. The filing
of this statement shall not be construed as an admission that Fifth Berkshire
is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner
of such shares held by Fund V.
Upon the close of the transactions, Fund VI will have sole voting power
with respect to 7,661,281 shares of Common Stock and will have sole dispositive
power with respect to 7,661,281 shares of Common Stock. Fund VI will be the
beneficial owner of the 7,661,281 shares of Common Stock over which it will have
voting and dispositive power.
As the sole general partner of Fund VI, Sixth Berkshire may be deemed to
beneficially own 7,661,281 shares of the Common Stock held by Fund VI. The
filing of this statement shall not be construed as an admission that Sixth
Berkshire is, for the purpose of Section 13(d) of the Exchange Act, the
beneficial owner of such shares held by Fund VI.
Upon the close of the transactions, Berkshire Investors will have sole
voting power with respect to 803,156 shares of Common Stock and will have sole
dispositive power with respect to 803,156 shares of Common Stock. Berkshire
Investors will be the direct beneficial owner of the 803,156 shares of Common
Stock over which it will have voting and dispositive power.
Upon the close of the transactions, Berkshire may be deemed to
beneficially own 10,000 shares of Common Stock consisting of 10,000 options
granted to Robert J. Small pursuant to the Hexcel Incentive Stock Plan, of which
one-third of such options are currently exercisable and convertible into 3,333.3
shares of Common Stock. Robert J. Small holds these options for the benefit of
Berkshire.
By virtue of their positions as managing members of Fifth Berkshire, Sixth
Berkshire Berkshire Investors and Berkshire, the Berkshire Principals may be
deemed to possess indirect beneficial ownership of the shares of Common
Page 22 of 24 pages
Stock beneficially owned by Fund V, Fund VI or Berkshire Investors. None of the
Berkshire Principals, acting alone, however, has voting or investment power with
respect to the shares beneficially owned by the Fund V, Fund VI or Berkshire
Investors, and, as a result, each Berkshire Principal disclaims beneficial
ownership of such shares of Common Stock.
Upon the close of the transactions, Greenbriar Fund will have sole voting
power with respect to 15,214,940 shares of Common Stock and will have sole
dispositive power with respect to 15,214,940 shares of Common Stock. Greenbriar
Fund will be the direct beneficial owner of the 15,214,940 shares of Common
Stock over which it will have voting and dispositive power.
As the ultimate general partner of Greenbriar Fund, Greenbriar Holdings
may be deemed to beneficially own 15,214,940 shares of the Common Stock held by
Greenbriar Fund. The filing of this statement shall not be construed as an
admission that Greenbriar Holdings is, for the purpose of Section 13(d) of the
Exchange Act, the beneficial owner of such shares held by Greenbriar Fund.
Upon the close of the transactions, Greenbriar Co-Invest will have sole
voting power with respect to 303,185 shares of Common Stock and will have sole
dispositive power with respect to 303,185 shares of Common Stock. Greenbriar
Co-Invest will be the direct beneficial owner of the 303,185 shares of Common
Stock over which it will have voting and dispositive power.
As the sole general partner of Greenbriar Co-Invest, Greenbriar Holdings
may be deemed to beneficially own 303,185 shares of the Common Stock held by
Greenbriar Co-Invest. The filing of this statement shall not be construed as an
admission that Greenbriar Holdings is, for the purpose of Section 13(d) of the
Exchange Act, the beneficial owner of such shares held by Greenbriar Co-Invest.
Upon the close of the transactions, Greenbriar may be deemed to
beneficially own 10,000 shares of Common Stock consisting of 10,000 options
granted to Joel S. Beckman pursuant to the Hexcel Incentive Stock Plan, of which
one-third of such options are currently exercisable and convertible into 3,333.3
shares of Common Stock. Joel S. Beckman holds these options for the benefit of
Greenbriar.
By virtue of their positions as managing members of Greenbriar Holdings,
the Greenbriar Principals may be deemed to possess indirect beneficial ownership
of the shares of Common Stock beneficially owned by Greenbriar Fund, Greenbriar
Co-Invest or Greenbriar. None of the Greenbriar Principals, acting alone,
however, has voting or investment power with respect to the shares beneficially
owned by Greenbriar Fund or Greenbriar Co-Invest, and, as a result, each
Greenbriar Principal disclaims beneficial ownership of such shares of Common
Stock.
(c) Other than the transaction disclosed in Item 4 hereof, there have been
no transactions in shares of series A convertible preferred stock or series B
convertible preferred stock entered into by the Reporting Persons during the
past 60 days.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The responses to Items 3, 4, and 5 of this Schedule 13D and the Exhibits
to this Schedule 13D are incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Undertaking, dated as of March 28, 2003.
99.2 Stock Purchase Agreement dated as of December 18, 2002, between the
Purchasers and the Issuer.
99.3 Stockholders Agreement dated as of March 19, 2003 between the
Purchasers and the Issuer.
99.4 Registration Rights Agreement dated as of March 19, 2003 between the
Purchasers and the Issuer.
99.5 Series A Certificate of Designations dated as of March 19, 2003.
99.6 Series B Certificate of Designations dated as of March 19, 2003.
99.7 Coinvestment Agreement dated November 1, 1999 between Berkshire
Partners LLC and Greenbriar Equity Group LLC.
Page 23 of 24 pages
SIGNATURES
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.
Dated: March 31, 2003 BERKSHIRE FUND V, LIMITED PARTNERSHIP
By: Fifth Berkshire Associates LLC, its
General Partner
By: /s/ Robert J. Small
------------------------------------
Name: Robert J. Small
Title: Managing Director
BERKSHIRE FUND VI, LIMITED PARTNERSHIP
By: Sixth Berkshire Associates LLC, its
General Partner
By: /s/ Robert J. Small
------------------------------------
Name: Robert J. Small
Title: Managing Director
BERKSHIRE INVESTORS LLC
By: /s/ Robert J. Small
------------------------------------
Name: Robert J. Small
Title: Managing Director
BERKSHIRE PARTNERS LLC
By: /s/ Robert J. Small
------------------------------------
Name: Robert J. Small
Title: Managing Director
GREENBRIAR EQUITY FUND, L.P.
By: Greenbriar Equity Capital, L.P., its
general partner
By: Greenbriar Holdings LLC, its general
partner
By: /s/ Joel S. Beckman
------------------------------------
Name: Joel S. Beckman
Title: Managing Member
Page 24 of 24 pages
GREENBRIAR CO-INVESTMENT PARTNERS, L.P.
By: Greenbriar Holdings LLC, its general
partner
By: /s/ Joel S. Beckman
------------------------------------
Name: Joel S. Beckman
Title: Managing Member
GREENBRIAR EQUITY GROUP, LLC
By: /s/ Joel S. Beckman
------------------------------------
Name: Joel S. Beckman
Title: Managing Member