SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1*
HEXCEL CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
428291108
(CUSIP Number)
December 2, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 7 Pages)
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*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 428291108 13G/A Page 2 of 7
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OZ Management, L.L.C.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES _____________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
-0-
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 428291108 13G/A Page 3 of 7
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Och
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
-0-
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
-0-
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(12) TYPE OF REPORTING PERSON
IN
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CUSIP No. 428291108 13G/A Page 4 of 7
ITEM 1(a). NAME OF ISSUER:
HEXCEL CORPORATION
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Two Stamford Plaza, 281 Tresser Boulevard, Stamford, CT 06901-3238
ITEMS 2(a), 2(b) and 2(c). NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:
This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the "Reporting Persons":
(i) OZ Management, L.L.C. ("OZ"), a Delaware limited liability
company, with respect to the Shares held by certain investment
funds and discretionary accounts managed by OZ (the "Accounts").
(ii) Daniel S. Och, who is the Senior Managing Member of OZ, with
respect to the Shares held by the Accounts.
The citizenship of OZ is set forth above. Daniel S. Och is a United
States citizen.
The address of the principal business office of each of the Reporting
Persons is 9 West 57th Street, 39th Floor, New York, NY 10019.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER: 428291108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940: see Rule 13d-
1(b)(1)(ii)(E)
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule 13d-
1(b)(1)(ii)(F)
CUSIP No. 428291108 13G/A Page 5 of 7
(g) [ ] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) [ ] Savings Associations as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]
ITEM 4. OWNERSHIP.
OZ serves as principal investment manager to a number of investment
funds and discretionary accounts with respect to which it has voting and
dispositive authority over the Shares reported in this Schedule 13G. Mr. Daniel
S. Och is the Senior Managing Member of OZ. As such, he may be deemed to control
such entity and therefore may be deemed to be the beneficial owner of the Shares
reported in this Schedule 13G.
Each of the Reporting Persons hereby disclaims any beneficial
ownership of any such Shares.
A. OZ
(a) Amount beneficially owned: -0-
(b) Percent of class: -0-
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition
of -0-
(iv) shared power to dispose or to direct the disposition
of -0-
B. Daniel S. Och
(a) Amount beneficially owned: -0-
(b) Percent of class: -0-
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
-0-
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition
of -0-
(iv) shared power to dispose or to direct the disposition
of -0-
CUSIP No. 428291108 13G/A Page 6 of 7
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 4.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-1(c))
Each of the Reporting Persons hereby makes the following
certification:
By signing below each Reporting Person certifies that, to the best of
its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: December 13, 2004 /s/ Daniel S. Och
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OZ MANAGEMENT, L.L.C.
By Daniel S. Och
Senior Managing Member
/s/ Daniel S. Och
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Daniel S. Och
CUSIP No. 428291108 13G/A Page 7 OF 7
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: December 13, 2004 /s/ Daniel S. Och
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OZ MANAGEMENT, L.L.C.
By Daniel S. Och
Senior Managing Member
/s/ Daniel S. Och
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Daniel S. Och