-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V1CZta76UhOyMpNHFlV0ISePtbvCXhj9iO4HT8Vdy/ONwd+YfjXJsvN4PaNvpZyP 9+gyTJtoq4wGclVWIh0omg== 0000891836-04-000276.txt : 20040721 0000891836-04-000276.hdr.sgml : 20040721 20040721170348 ACCESSION NUMBER: 0000891836-04-000276 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040721 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56295 FILM NUMBER: 04924864 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 sc0125.txt AMENDMENT NO. 55 SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ------------------------------------ SCHEDULE 13D/A (Rule 13d-101) Amendment No. 55 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Goldman Sachs Group, Inc. --------------------- (Name of Issuer) Common Stock, par value $.01 per share --------------------------- (Title of Class of Securities) 38141G 10 4 --------------------- (CUSIP Number) Kenneth L. Josselyn Beverly L. O'Toole The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telephone: (212) 902-1000 -------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) July 14, 2004 -------------------- (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 that 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 [ ]. (Continued on following pages) - ---------------------- CUSIP NO. 38141G 10 4 13D - --------------------- - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A. - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP As to a group consisting solely of Covered Persons(1) (a) [x] As to a group consisting of persons other than Covered Persons (b) [x] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO and PF (Applies to each person listed on Appendix A.) - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEM 2(d) OR 2(e)(Applies to each person listed on Appendix A.) - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States unless otherwise indicated on Appendix A. - ------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 --------------------------------------------------------------- NUMBER OF 8. SHARED VOTING POWER (See Item 6)(Applies to each person SHARES listed on Appendix A.) BENEFICIALLY 49,692,143 Voting Shares(2) held by Covered Persons OWNED BY 3,470 Shared Ownership Shares held by Covered Persons(3) REPORTING 13,401,811 Sixty Day Shares held by Covered Persons(4) PERSON 2,534,391 Other Shares held by Covered Persons(5) WITH --------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER (See Item 6) As to Voting Shares, less than 1% As to Shared Ownership Shares, Sixty Day Shares and Other Shares, 0 --------------------------------------------------------------- 10.SHARED DISPOSITIVE POWER (See Item 6): As to Voting Shares, 0 As to Shared Ownership Shares, less than 0.01% As to Sixty Day Shares and Other Shares, less than 1%. - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,631,815 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.15% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: IN as to Covered Persons; CO as to Reporting Entities(1) that are corporations; OO as to Reporting Entities that are trusts - ---------- (1) For a definition of this term, please see Item 2. (2) For a definition of this term, please see Item 6. (3) "Shared Ownership Shares" are shares of Common Stock (other than Other Shares, as defined below) of which a Covered Person shares beneficial ownership with someone other than the Covered Person's spouse. Each Covered Person disclaims beneficial ownership of Shared Ownership Shares beneficially owned by each other Covered Person. (4) "Sixty Day Shares" are shares of Common Stock deemed to be beneficially owned under Rule 13d-3(d)(1) because a Covered Person has the right to acquire beneficial ownership within 60 days of the date hereof. See Annex D for a description of these shares. Upon acquisition by the Covered Person, these shares will become Voting Shares. Each Covered Person disclaims beneficial ownership of Sixty Day Shares beneficially owned by each other Covered Person. (5) "Other Shares" include: (i) 620,054 shares of Common Stock held by 30 private charitable foundations established by 30 Covered Persons; and (ii) 1,914,337 shares of Common Stock held by certain estate planning entities established by Covered Persons. Each Covered Person disclaims beneficial ownership of Other Shares beneficially owned by each other Covered Person, and each Covered Person disclaims beneficial ownership of all shares held by any private charitable foundation. 2
ITEM 6 ITEM 1 CITIZENSHIP (UNITED NAMES OF REPORTING STATES UNLESS OTHERWISE PERSONS INDICATED) ------- ---------- Bradley I. Abelow Peter C. Aberg Raanan A. Agus Syed H. Ahmad Pakistan Philippe J. Altuzarra France Akio Asuke Japan Armen A. Avanessians Dean C. Backer Milton R. Berlinski The Netherlands Frances R. Bermanzohn Stuart N. Bernstein Jean-Luc Biamonti Monaco Lloyd C. Blankfein Charles W.A. Bott UK Craig W. Broderick Richard J. Bronks UK John J. Bu Timothy B. Bunting UK Lawrence V. Calcano John D. Campbell Richard M. Campbell-Breeden UK Michael J. Carr Chris Casciato Andrew A. Chisholm Canada Robert J. Christie Geoffrey G. Clark Canada Abby Joseph Cohen Alan M. Cohen Lawrence A. Cohen Gary D. Cohn Christopher A. Cole Laura C. Conigliaro Frank T. Connor Karen R. Cook UK Edith W. Cooper Henry Cornell E. Gerald Corrigan Claudio Costamagna Italy Frank L. Coulson, Jr. Randolph L. Cowen Brahm S. Cramer Canada Neil D. Crowder Eduardo A. Cruz Michael D. Daffey Australia John S. Daly Ireland Philip M. Darivoff Michael G. De Lathauwer Belgium Mark Dehnert Paul C. Deighton UK Juan A. Del Rivero Spain Martin R. Devenish UK Armando A. Diaz Alexander C. Dibelius Germany Simon P. Dingemans UK Suzanne O. Donohoe Mario Draghi Italy Michael B. Dubno William C. Dudley Jay S. Dweck Gordon E. Dyal Isabelle Ealet France Glenn P. Earle UK Paul S. Efron Herbert E. Ehlers Edward K. Eisler Austria Michael P. Esposito J. Michael Evans Canada Stephen C. Fitzgerald Australia Edward C. Forst Christopher G. French UK Richard A. Friedman Robert K. Frumkes Enrico S. Gaglioti Peter C. Gerhard Rajiv A. Ghatalia India Robert R. Gheewalla Scott A. Gieselman H. John Gilbertson, Jr. Richard J. Gnodde Ireland/ South Africa Jeffrey B. Goldenberg James S. Golob Andrew M. Gordon Frank J. Governali Geoffrey T. Grant William M. Grathwohl Stefan Green Australia David J. Greenwald Christopher Grigg UK Douglas C. Grip Celeste A. Guth David B. Heller David L. Henle Melina E. Higgins Kenneth W. Hitchner Maykin Ho
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ITEM 6 ITEM 1 CITIZENSHIP (UNITED NAMES OF REPORTING STATES UNLESS OTHERWISE PERSONS INDICATED) ------- ---------- Peter Hollmann Germany Terry P. Hughes Ireland Phillip S. Hylander UK Timothy J. Ingrassia William L. Jacob III Dan H. Jester Robert C. Jones Ravindra J. Joseph UK/USA Chansoo Joung David A. Kaplan Robert S. Kaplan Scott B. Kapnick Carsten Kengeter Germany Kevin W. Kennedy Philippe Khuong-Huu France Douglas W. Kimmelman Robert C. King, Jr. Shigeki Kiritani Japan Ewan M. Kirk UK Bradford C. Koenig Mark J. Kogan Peter S. Kraus Eric S. Lane Anthony D. Lauto Kenneth H. M. Leet Gregg R. Lemkau Hughes B. Lepic France Jack Levy Matthew G. L'Heureux Gwen R. Libstag Mitchell J. Lieberman Ryan D. Limaye Josephine Linden UK Anthony W. Ling UK Robert Litterman Victor M. Lopez-Balboa Antigone Loudiadis UK Mark G. Machin UK John A. Mahoney Charles G. R. Manby UK Barry A. Mannis Robert J. Markwick UK Alison J. Mass John J. Masterson David J. Mastrocola Kathy M. Matsui George N. Mattson Theresa E. McCabe Joseph M. McConnell Mark E. McGoldrick Stephen J. McGuinness John C. McIntire John W. McMahon Audrey A. McNiff Robert A. McTamaney Sanjeev K. Mehra India Andrew L. Metcalfe UK Therese L. Miller Masanori Mochida Japan Thomas K. Montag William C. Montgomery Wayne L. Moore Jeffrey M. Moslow Sharmin Mossavar-Rahmani UK Gregory T. Mount Donald R. Mullen Duncan L. Niederauer Suzanne M. Nora Johnson L. Peter O'Hagan Canada Terence J. O'Neill UK Timothy J. O'Neill Richard T. Ong Malaysia Terence M. O'Toole Robert J. Pace Gregory K. Palm Henry M. Paulson, Jr. David B. Philip Stephen R. Pierce Andrea Ponti Italy/USA Richard H. Powers John J. Rafter Ireland Charlotte P. Ransom UK Joseph Ravitch John F. W. Rogers Emmanuel Roman France Ralph F. Rosenberg Ivan Ross Stuart M. Rothenberg Paul M. Russo Richard M. Ruzika Michael D. Ryan Katsunori Sago Japan Pablo J. Salame Ecuador J. Michael Sanders
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ITEM 6 ITEM 1 CITIZENSHIP (UNITED NAMES OF REPORTING STATES UNLESS OTHERWISE PERSONS INDICATED) ------- ---------- Muneer A. Satter Marcus Schenck Germany Gary B. Schermerhorn Stephen M. Scherr Howard B. Schiller Jeffrey W. Schroeder Eric S. Schwartz Harvey M. Schwartz Steven M. Scopellite Lisa M. Shalett Richard S. Sharp UK Richard G. Sherlund Michael S. Sherwood UK Dinakar Singh Ravi M. Singh Ravi Sinha India/USA Edward M. Siskind Christian J. Siva-Jothy UK Michael M. Smith Sarah E. Smith UK Jonathan S. Sobel David M. Solomon Daniel L. Sparks Marc A. Spilker Esta E. Stecher Steven H. Strongin Hsueh J. Sung Taiwan Gene T. Sykes Greg W. Tebbe Mark R. Tercek Mark J. Tracey UK Stephen S. Trevor Byron D. Trott Michael A. Troy Robert B. Tudor III Eiji Ueda Japan Kaysie P. Uniacke Hugo H. Van Vredenburch The Netherlands Ashok Varadhan Corrado P. Varoli Canada John J. Vaske David A. Viniar John E. Waldron George H. Walker IV Patrick J. Ward David M. Weil John S. Weinberg Peter A. Weinberg Gregg S. Weinstein George W. Wellde, Jr. Matthew Westerman UK William Wicker C. Howard Wietschner Susan A. Willetts Todd A. Williams John S. Willian Kendrick R. Wilson III Jon Winkelried Michael S. Wishart Tracy R. Wolstencroft Zi Wang Xu Canada/China (PRC) W. Thomas York, Jr. Paul M. Young William J. Young Paolo Zannoni Italy Yoel Zaoui France Jide J. Zeitlin
REPORTING ENTITIES
ITEM 1 ITEM 6 NAME OF ESTABLISHING NAME OF ENTITY TYPE OF ENTITY PLACE OF ORGANIZATION COVERED PERSON -------------- -------------- --------------------- -------------- Anahue Limited Corporation Jersey Andrew A. Chisholm Bott 2004 Settlement Trust UK Charles W.A. Bott Campbell-Breeden 2004 Settlement Trust UK Richard M. Campbell-Breeden Chambolle Limited Corporation Jersey Emmanuel Roman Deighton 2004 Settlement Trust UK Paul C. Deighton Devenish 2004 Settlement Trust UK Martin R. Devenish Dingemans 2004 Settlement Trust UK Simon P. Dingemans Drayton 2004 Settlement Trust UK Karen R. Cook
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ITEM 1 ITEM 6 NAME OF ESTABLISHING NAME OF ENTITY TYPE OF ENTITY PLACE OF ORGANIZATION COVERED PERSON -------------- -------------- --------------------- -------------- French 2004 Settlement Trust UK Christopher G. French Grigg 2004 Settlement Trust UK Christopher Grigg HJS2 Limited Corporation Cayman Islands Hsueh J. Sung Kirk 2004 Settlement Trust UK Ewan M. Kirk Ling 2004 Settlement Trust UK Anthony W. Ling Manby 2004 Settlement Trust UK Charles G.R. Manby Markwick 2004 Settlement Trust UK Robert J. Markwick O'Neill 2004 Trust Trust UK Terence J. O'Neill The Patrick J. Ward 2001 Trust Trust New York Patrick J. Ward Ransom 2004 Settlement Trust UK Charlotte P. Ransom RJG Holding Company Corporation Cayman Islands Richard J. Gnodde Robinelli Limited Corporation Jersey Claudio Costamagna Sharp 2004 Settlement Trust UK Richard S. Sharp Sherwood 2004 Settlement Trust UK Michael S. Sherwood Tracey 2004 Settlement Trust UK Mark J. Tracey Westerman 2004 Settlement Trust UK Matthew Westerman Zurrah Limited Corporation Jersey Yoel Zaoui
6 This Amendment No. 55 to a Statement on Schedule 13D amends and restates in its entirety such Schedule 13D (as so amended and restated, this "Schedule"). This Amendment No. 55 is being filed primarily because the number of shares of Common Stock (as defined in Item 1 below) beneficially owned by Covered Persons (as defined in Item 2 below) has decreased by an amount in excess of one percent of the total number of shares of Common Stock outstanding. ITEM 1. SECURITY AND ISSUER This Schedule relates to the Common Stock, par value $.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc. ("GS Inc."), a Delaware corporation. The address of the principal executive offices of GS Inc. is 85 Broad Street, New York, New York 10004. ITEM 2. IDENTITY AND BACKGROUND (a), (b), (c), (f) The cover page to this Schedule and Appendix A hereto contain the names of the individuals ("Covered Persons") who are parties to a Shareholders' Agreement, dated as of May 7, 1999 and amended and restated as of June 22, 2004 (as amended from time to time, the "Shareholders' Agreement"). This filing is being made on behalf of all of the Covered Persons, and their agreement that this filing may be so made is contained in the Shareholders' Agreement. Appendix A hereto also provides the citizenship of each Covered Person. Each Covered Person is a Participating Managing Director (as defined in Item 6 below) employed by GS Inc. or one of its affiliates. GS Inc. is a global investment banking and securities firm. The business address of each Covered Person for purposes of this Schedule is 85 Broad Street, New York, New York 10004. Each entity listed on Appendix A under "Reporting Entities" (each a "Reporting Entity") is a trust or corporation created by or for a Covered Person for estate planning purposes. Each Reporting Entity is controlled by a Covered Person. The name, citizenship, business address and present principal occupation or employment of each of the directors and executive officers of each Reporting Entity that is a corporation (other than the Covered Person that established the Reporting Entity) are set forth in Annex A hereto. The business address of each Reporting Entity for purposes of this Schedule is: (i) in the case of entities organized in Jersey or under the laws of the United Kingdom, 26 New Street, St. Helier, Jersey, JE2 3RA; and (ii) in the case of entities organized in the Cayman Islands, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. (d), (e) Except as described in Annex A or Annex B, during the last five years no Covered Person and, to the best knowledge of the Covered Persons, no executive officer or director of a Reporting Entity, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction resulting in such Covered Person or executive officer or director 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Covered Persons have acquired and will acquire shares of Common Stock in the following manners: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.") (the "IPO PMDs") acquired certain shares of Common Stock in exchange for their interests in Group L.P. and certain of its affiliates and investee corporations; (ii) the former owners (the "Hull Covered Persons") of Hull and Associates, L.L.C. ("Hull") and the former members (the "SLK Covered Persons" and, together with the Hull Covered Persons, the "Acquisition Covered Persons") of SLK LLC acquired certain shares of Common Stock in exchange for their interests in Hull or SLK LLC, as applicable; and (iii) certain Covered Persons have acquired and will acquire beneficial ownership of certain shares of Common Stock in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans. The Reporting Entities have acquired and may in the future acquire beneficial ownership of shares of Common Stock as contributions or gifts made by Covered Persons. 7 Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Such Common Stock may be acquired with personal funds of or funds borrowed by such Covered Person. ITEM 4. PURPOSE OF TRANSACTIONS The Covered Persons, other than the Acquisition Covered Persons, acquired certain shares of Common Stock in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering and/or through certain employee compensation, benefit or similar plans of GS Inc. The Acquisition Covered Persons acquired certain shares of Common Stock in connection with the acquisition by GS Inc. of Hull or the combination of GS Inc. with SLK LLC, as applicable, and through certain employee compensation, benefit or similar plans of GS Inc. The Reporting Entities acquired shares of Common Stock as contributions or gifts made by Covered Persons. The board of directors of GS Inc. and, in the case of the IPO PMDs, the Shareholders' Committee have approved sales by the IPO PMDs, Acquisition Covered Persons and certain of their Reporting Entities of a portion of their shares of Common Stock through two programs (the "Channel A Sales Program" and the "Channel B Sales Program"). Sales under the Channel A and Channel B Sales Programs commenced on June 23, 2004 and are expected to terminate on or about July 23, 2004. See Annex E for sales since the last amendment to this Schedule 13D. It is not anticipated that the Channel A and Channel B Sales Programs will continue in subsequent fiscal quarters. The participants in the Channel A Sales Program may sell, in a coordinated manner, a portion of their shares of Common Stock in accordance with the volume and manner of sale limitations of Rule 144 under the Securities Act of 1933, as amended ("Rule 144"), and a volume limitation that is established by GS Inc. (the "Channel A Sales Limit"). Subject to the volume limitations of Rule 144 and the Channel A Sales Limit, up to 22,141,576 shares are eligible for sale by Covered Persons under the Channel A Sales Program (of which no Voting Shares (as defined in Item 6 below) were sold from June 23, 2004 through July 14, 2004). The participant in the Channel A Sales Program specified in Annex C is effecting his sales pursuant to a plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. With respect to other participants, the decision as to whether and how many shares to sell will be made by each participant on a daily basis, subject to the Channel A Sales Limit. The participants in the Channel B Sales Program may sell, in a coordinated manner, a portion of their shares of Common Stock in accordance with Rule 144(k) and a volume limitation that is established by GS Inc. (the "Channel B Sales Limit"). Subject to the Channel B Sales Limit, up to 20,765,078 shares are eligible for sale by Covered Persons under the Channel B Sales Program (of which 1,399,390 Voting Shares were sold from June 23, 2004 through July 14, 2004). The decision as to whether and how many shares to sell will be made by each participant on a daily basis, subject to the Channel B Sales Limit. Covered Persons, other than IPO PMDs and Acquisition Covered Persons, and their Reporting Entities may sell their shares of Common Stock through GS Inc.'s employee sales program during the period that commenced on June 23, 2004 and is expected to end on or about July 23, 2004. 778,735 Voting Shares were sold by certain of these Covered Persons and their Reporting Entities from June 23, 2004 through July 14, 2004. Covered Persons may from time to time acquire shares of Common Stock for investment purposes. Except as described herein and in Annex C and except for the acquisition by Covered Persons or their Reporting Entities of Common Stock pursuant to employee compensation, benefit or similar plans of GS Inc. in the future or as described above, none of the Covered Persons has any plans or proposals which relate to or would result in the acquisition of additional Common Stock by them or their Reporting Entities or any of the other events described in Item 4(a) through 4(j). Each Covered Person is expected to evaluate on an ongoing basis GS Inc.'s financial condition and prospects and his or her interests in and with respect to GS Inc. Accordingly, each Covered Person may change his or her plans and intentions at any time and from time to time. In particular, each Covered Person or Reporting Entity may at any time and from time to time acquire or dispose of shares of Common Stock. 8 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Rows (11) and (13) of the cover page to this Schedule and Appendix A are hereby incorporated by reference. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. Except as described in Annex D, none of the shares of Common Stock reported in rows (11) and (13) of the cover page to this Schedule and Appendix A are shares as to which there is a right to acquire exercisable within 60 days. (b) Rows (7) through (10) of the cover page to this Schedule set forth for each Covered Person and Reporting Entity: the percentage range of Voting Shares, Shared Ownership Shares, Sixty Day Shares and Other Shares (each as defined on the cover page hereof) as to which there is sole power to vote or direct the vote or to dispose or direct the disposition or shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Voting Shares by Covered Persons is shared with each other Covered Person, as described below in response to Item 6. Each Covered Person hereby disclaims beneficial ownership of any shares of Common Stock held by any other Covered Person. (c) Except as described in Annex E or previously reported on Schedule 13D, no Covered Person or Reporting Entity has effected any transactions in Common Stock in the past 60 days. (d), (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Each Covered Person listed on the cover page to this Schedule and Appendix A hereto is a party to the Shareholders' Agreement. The Shareholders' Agreement and forms of the Counterparts to the Shareholders' Agreement are filed as Exhibits to this Schedule and the following summary of the terms of the Shareholders' Agreement is qualified in its entirety by reference thereto. The Shareholders' Agreement was amended and restated effective as of the close of business on June 22, 2004. References to the "board of directors" are to the board of directors of The Goldman Sachs Group, Inc. The Covered Persons under the Shareholders' Agreement include all Managing Directors of GS Inc. who participate in the GS Inc. Partner Compensation Plan or Restricted Partner Compensation Plan (each as defined in the Shareholders' Agreement) or any other employee benefit plan specified by the Shareholders' Committee (the "Participating Managing Directors"). The "Voting Shares" include all of the shares of Common Stock of which a Covered Person is the sole beneficial owner (excluding shares of Common Stock held by the trust underlying The Goldman Sachs Employees' Profit Sharing Retirement Income Plan) and the shares of Common Stock held by the trust underlying a Goldman Sachs Compensation Plan (as defined in the Shareholders' Agreement) and allocated to a Covered Person. The interest of a spouse or domestic partner in a joint account, an economic interest of GS Inc. as pledgee, and the interest of certain persons in the Reporting Entities will be disregarded for the purposes of determining whether a Covered Person is the sole beneficial owner of shares of Common Stock. TRANSFER RESTRICTIONS Each Covered Person has agreed in the Shareholders' Agreement, among other things, to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 25% of such Covered Person's Covered Shares (as defined below) (the "General Transfer Restrictions"). In addition, certain senior officers designated by the Shareholders' Committee have each agreed to retain sole beneficial ownership of a number of shares of Common Stock at least equal to 75% of such Covered Person's Covered Shares (the "Special Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions"). The same shares may be used to satisfy both the Special Transfer Restrictions and the General Transfer Restrictions. The Transfer Restrictions applicable to a Covered Person terminate upon the death of the Covered Person. Any shares beneficially owned by a Covered Person through a Reporting Entity may be deemed to count toward the satisfaction of the Transfer Restrictions. 9 For these purposes, "Covered Shares," with respect to a Covered Person, will be recalculated each time the Covered Person receives Common Stock underlying an award of restricted stock units, becomes vested in an award under The Goldman Sachs Defined Contribution Plan with respect to fiscal 1999 or 2000 or exercises a stock option (not including, in each case, awards in connection with GS Inc.'s initial public offering). The calculation of Covered Shares will include the gross number of shares underlying such restricted stock units, Defined Contribution Plan awards or stock options, less (i) a number of shares determined by reference to tax rates specified by the Shareholders' Committee and (ii) the number of shares necessary to cover the option exercise price, if applicable (all as calculated pursuant to a formula set out in the Shareholders' Agreement). The calculation of Covered Shares will only take into account awards that occurred after the Covered Person became a Participating Managing Director. WAIVERS The Shareholders' Committee, described below under "Information Regarding the Shareholders' Committee," has the power to waive the Transfer Restrictions to permit Covered Persons to: participate as sellers in underwritten public offerings of, and stock repurchase programs and tender and exchange offers by GS Inc. for, Common Stock; transfer Common Stock to charities, including charitable foundations; transfer Common Stock held in employee benefit plans; and transfer Common Stock in particular situations (such as transfers to family members, partnerships or trusts), but not generally. In the case of a third-party tender or exchange offer, the Transfer Restrictions may be waived or terminated: if the board of directors is recommending acceptance or is not making any recommendation with respect to acceptance of the tender or exchange offer, by a majority of the outstanding Covered Shares; or if the board of directors is recommending rejection of the tender or exchange offer, by 66 2/3% of the outstanding Covered Shares. In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Covered Shares may also waive or terminate the Transfer Restrictions. VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of all Voting Shares on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Voting Share will be voted in accordance with the majority of the votes cast by the Voting Shares in the Preliminary Vote. In elections of directors, each Voting Share will be voted in favor of the election of those persons, equal in number to the number of such positions to be filled, receiving the highest numbers of votes cast by the Voting Shares in the Preliminary Vote. OTHER RESTRICTIONS The Shareholders' Agreement also prohibits Covered Persons from engaging in certain activities relating to any securities of GS Inc. with any person who is not a Covered Person or a director, officer or employee of GS Inc. ("Restricted Persons"). Among other things, a Covered Person may not: participate in a proxy solicitation to or with a Restricted Person; deposit any shares of Common Stock in a voting trust or subject any shares of Common Stock to any voting agreement or arrangement that includes any Restricted Person; form, join or in any way participate in a "group" with any Restricted Person; or together with any Restricted Person, propose certain transactions with GS Inc. or seek the removal of any directors of GS Inc. or any change in the composition of the board of directors. TERM, AMENDMENT AND CONTINUATION The Shareholders' Agreement is to continue in effect until the earlier of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the outstanding Covered Shares. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Covered Shares. Unless otherwise terminated, in the event of any transaction in which a third party succeeds to the business of GS Inc. and in which Covered Persons hold securities of the third party, the Shareholders' Agreement will remain 10 in full force and effect as to the securities of the third party, and the third party shall succeed to the rights and obligations of GS Inc. under the Shareholders' Agreement. INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE The Shareholders' Committee constituted pursuant to the Shareholders' Agreement (the "Shareholders' Committee") shall at any time consist of each of those individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee. If there are less than three individuals who are both Covered Persons and members of the board of directors and who agree to serve as members of the Shareholders' Committee, the Shareholders' Committee shall consist of each such individual plus such additional individuals who are Covered Persons and who are selected pursuant to procedures established by the Shareholders' Committee as shall assure a Shareholders' Committee of not less than three members who are Covered Persons. Currently, Henry M. Paulson, Jr., Robert S. Kaplan and Lloyd C. Blankfein are the members of the Shareholders' Committee. PLEDGE AGREEMENTS On July 31, 2000, certain Covered Persons pledged some of their shares of Common Stock to obtain approximately $400,000,000 in loan commitments to make investments from time to time in certain merchant banking funds sponsored by GS Inc. The loan commitments are for five years, may be drawn upon from time to time and generally require that any loans be collateralized by shares of Common Stock with a market value four times that of the amount borrowed. Pursuant to Rule 13d-3(d)(3) under the Securities Exchange Act of 1934, as amended, the pledgees did not acquire beneficial ownership of the pledged shares by virtue of the pledge. REGISTRATION RIGHTS INSTRUMENT FOR CHARITABLE DONATIONS In connection with the donations of shares of Common Stock by certain Covered Persons to certain charitable organizations on December 13, 1999, December 22, 2000, December 26, 2001, January 9, 2002, December 23, 2002, January 8, 2003, December 22, 2003 and January 8, 2004, GS Inc. entered into a Registration Rights Instrument and five substantially similar Supplemental Registration Rights Instruments (the "Charitable Supplements"). The following is a description of the Registration Rights Instrument, as supplemented by the Charitable Supplements. The Registration Rights Instrument and the Charitable Supplements are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument and the Charitable Supplements, GS Inc. has agreed to register the donated shares of Common Stock for resale by charitable foundations and public charities. GS Inc. has agreed in the Registration Rights Instrument and the Charitable Supplements to pay all of the fees and expenses relating to the offering by the charitable organizations, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the charitable organizations in connection with their resales. GS Inc. also has agreed to indemnify the charitable organizations against certain liabilities, including those arising under the Securities Act. GS Inc. may amend the Registration Rights Instrument and the Charitable Supplements in any manner that it deems appropriate, without the consent of any charitable organization. However, GS Inc. may not make any amendment that would cause the shares of Common Stock to fail to be "qualified appreciated stock" within the meaning of Section 170 of the Internal Revenue Code. In addition, GS Inc. may not make any amendment that would materially and adversely affect the rights of any charitable organization without the consent of a majority of the materially and adversely affected charitable organizations. REGISTRATION RIGHTS INSTRUMENT FOR FORMER EMPLOYEE MANAGING DIRECTORS In connection with the sale by certain Covered Persons (the "Former Employee Managing Directors") of shares of Common Stock acquired from GS Inc. pursuant to the terms of restricted stock units, GS Inc. entered into a Supplemental Registration Rights Instrument (the "EMD Supplement"), which supplements the Registration Rights Instrument referred to above. The following is a description of the Registration Rights Instrument, as supplemented 11 by the EMD Supplement. The Registration Rights Instrument and the EMD Supplement are filed as Exhibits to this Schedule, and the following summary of these agreements is qualified in its entirety by reference thereto. Pursuant to the Registration Rights Instrument and the EMD Supplement, GS Inc. has agreed to pay all of the fees and expenses relating to the registered offering of shares of Common Stock held by the Former Employee Managing Directors, other than any agency fees and commissions or underwriting commissions or discounts or any transfer taxes incurred by the Former Employee Managing Directors in connection with the sales. GS Inc. also has agreed to indemnify the Former Employee Managing Directors against certain liabilities, including those arising under the Securities Act. 12 Material to be Filed as Exhibits Exhibit Description - ----------------- ----------------------------------------------------------- A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)). H. Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.). I. Form of Power of Attorney executed by Covered Persons participating in the Channel A Sales Program (incorporated by reference to Exhibit BB to Amendment No. 27 to the Initial Schedule 13D, filed June 20, 2002 (File No. 005-56295)). J. Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.). K. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)). L. Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.). M. Amended and Restated Shareholders' Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)). 13 ANNEX A
INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE REPORTING ENTITIES NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF THE LAWS WITHIN THE GOLDMAN SACHS LAST FIVE YEARS GROUP, INC. - ------------------------------------------------------------------------------------------------------------------- Steven M. USA 85 Broad Street Managing Director, None Less than 1% of the Bunson New York, NY The Goldman Sachs outstanding shares 10004 Group, Inc. of Common Stock. - ------------------------------------------------------------------------------------------------------------------- Russell E. USA 85 Broad Street Managing Director, None Less than 1% of the Makowsky New York, NY The Goldman Sachs outstanding shares 10004 Group, Inc. of Common Stock. - ------------------------------------------------------------------------------------------------------------------- Michael H. UK 26 New Street, Partner, None None Richardson St. Helier, Jersey, Bedell Cristin JE4 3RA - ------------------------------------------------------------------------------------------------------------------- Anthony J. UK 26 New Street, Partner, None None Dessain St. Helier, Jersey, Bedell Cristin JE4 3RA - -------------------------------------------------------------------------------------------------------------------
14 ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS None. 15 ANNEX C ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS OR REPORTING ENTITIES Pursuant to a sales plan intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, David A. Viniar, a Covered Person, may sell up to 50,000 shares of Common Stock under the Channel A Sales Program described in Item 4; no shares were sold under the plan as of July 14, 2004. 16 ANNEX D ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS. An aggregate of 13,401,811 shares of Common Stock are deliverable to Covered Persons upon the exercise of stock options, all of which have vested and are exercisable. The share amounts given above include the gross number of shares of Common Stock underlying these options, and are included in the aggregate number of shares beneficially owned by the Covered Persons under Rule 13d-3(d)(1) because they represent a right to acquire beneficial ownership within 60 days of the date hereof. Upon delivery of the shares upon the exercise of stock options, a net amount of shares will be actually delivered to the Covered Person, with some shares withheld for tax payments, to fund the option strike price or for other reasons. The net shares delivered to the Covered Person will continue to be included in aggregate number of shares beneficially owned by the Covered Persons. The withheld shares will cease to be beneficially owned by any Covered Person, and will no longer be included in the aggregate number of shares beneficially owned by Covered Persons. Prior to delivery, the shares are included in Sixty Day Shares because the Covered Persons do not have the right to vote the shares. Upon delivery, the shares become Voting Shares. 17 ANNEX E ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY COVERED PERSONS OR REPORTING ENTITIES IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D On June 23, 2004, an aggregate of 1,402,920 shares of Common Stock were delivered pursuant to the terms of an equal number of restricted stock units. Prior to delivery, these shares were included in Sixty Day Shares. Upon delivery, these shares became Voting Shares. On July 7, 2004, one or more Covered Persons donated an aggregate of 132,615 Voting Shares to charitable institutions. The following sales of Voting Shares were made by the following Covered Persons through one or more subsidiaries of GS Inc. for cash on the New York Stock Exchange:
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE - ------------------------------------------------------------------------------------ Channel B Sales - --------------- Alexander C. Dibelius June 23, 2004 20,000 $91.05 Glenn P. Earle June 23, 2004 40,000 $91.05 Dinakar Singh June 23, 2004 50,000 $91.05 Christian J. Siva-Jothy June 23, 2004 25,000 $91.05 Jonathan S. Sobel June 23, 2004 50,000 $91.05 Glenn P. Earle June 24, 2004 40,000 $93.23 Peter C. Gerhard June 24, 2004 21,534 $93.23 Emmanuel Roman June 24, 2004 1,428 $93.23 Christian J. Siva-Jothy June 24, 2004 25,000 $93.23 Jonathan S. Sobel June 24, 2004 50,000 $93.23 Philip M. Darivoff June 25, 2004 9,187 $94.12 Glenn P. Earle June 25, 2004 20,000 $94.12 David L. Henle June 25, 2004 8,000 $94.12 Emmanuel Roman June 25, 2004 1,428 $94.12 Richard M. Ruzika June 25, 2004 27,171 $94.12 Christian J. Siva-Jothy June 25, 2004 20,000 $94.12 Patrick J. Ward June 25, 2004 30,000 $94.12 Christopher G. French June 28, 2004 33,333 $93.88 Emmanuel Roman June 28, 2004 1,428 $93.88 Richard M. Ruzika June 28, 2004 25,000 $93.88 Christian J. Siva-Jothy June 28, 2004 20,000 $93.88 Patrick J. Ward June 28, 2004 30,000 $93.88 Bradley I. Abelow June 29, 2004 5,000 $93.68 David L. Henle June 29, 2004 10,000 $93.68 Emmanuel Roman June 29, 2004 1,428 $93.68 Muneer A. Satter June 29, 2004 24,212 $93.68 Richard G. Sherlund June 29, 2004 20,000 $93.68 Patrick J. Ward June 29, 2004 10,000 $93.68 Paul C. Deighton June 30, 2004 191,646 $93.99 Sharmin Mossavar-Rahmani June 30, 2004 10,000 $93.99 Emmanuel Roman June 30, 2004 1,428 $93.99 Richard M. Ruzika June 30, 2004 25,000 $93.99 Bradley I. Abelow July 1, 2004 5,000 $93.46 Emmanuel Roman July 1, 2004 1,428 $93.46 Christian J. Siva-Jothy July 1, 2004 19,078 $93.46 Patrick J. Ward July 1, 2004 25,000 $93.46
18
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE - ------------------------------------------------------------------------------------ Emmanuel Roman July 2, 2004 1,428 $93.40 Christian J. Siva-Jothy July 2, 2004 20,000 $93.40 Marc A. Spilker July 2, 2004 25,000 $93.40 Glenn P. Earle July 6, 2004 25,000 $92.42 Emmanuel Roman July 6, 2004 1,428 $92.42 Patrick J. Ward July 6, 2004 20,000 $92.42 E. Gerald Corrigan July 7, 2004 20,000 $91.10 Christopher G. French July 7, 2004 33,093 $91.10 David L. Henle July 7, 2004 10,000 $91.10 Emmanuel Roman July 7, 2004 1,428 $91.10 Ralph F. Rosenberg July 7, 2004 50,000 $91.10 Marc A. Spilker July 7, 2004 50,000 $91.10 Patrick J. Ward July 7, 2004 10,000 $91.10 Emmanuel Roman July 8, 2004 1,428 $90.29 Patrick J. Ward July 8, 2004 20,000 $90.29 Philip M. Darivoff July 9, 2004 10,000 $90.45 David B. Heller July 9, 2004 10,000 $90.45 Sharmin Mossavar-Rahmani July 9, 2004 10,000 $90.45 Emmanuel Roman July 9, 2004 1,428 $90.45 Patrick J. Ward July 9, 2004 10,000 $90.45 Peter C. Gerhard July 12, 2004 20,000 $89.88 David B. Heller July 12, 2004 5,000 $89.88 Emmanuel Roman July 12, 2004 1,428 $89.88 Dinakar Singh July 12, 2004 22,142 $89.88 E. Gerald Corrigan July 13, 2004 10,000 $90.05 Philip M. Darivoff July 13, 2004 10,000 $90.05 Peter C. Gerhard July 13, 2004 10,000 $90.05 Geoffrey T. Grant July 13, 2004 25,000 $90.05 Sharmin Mossavar-Rahmani July 13, 2004 10,000 $90.05 Emmanuel Roman July 13, 2004 1,429 $90.05 Patrick J. Ward July 13, 2004 10,000 $90.05 Bradley I. Abelow July 14, 2004 5,000 $90.47 Glenn P. Earle July 14, 2004 25,000 $90.47 Emmanuel Roman July 14, 2004 1,429 $90.47 Hsueh J. Sung July 14, 2004 5,000 $90.47 Patrick J. Ward July 14, 2004 10,000 $90.47 Other Sales - ----------- Raanan A. Agus June 23, 2004 3,355 $91.05 Geoffrey G. Clark June 23, 2004 18,156 $91.05 Martin R. Devenish June 23, 2004 6,833 $91.05 William C. Dudley June 23, 2004 10,000 $91.05 Jay S. Dweck June 23, 2004 17,200 $91.05 Herbert E. Ehlers June 23, 2004 18,877 $91.05 Robert K. Frumkes June 23, 2004 6,366 $91.05 David J. Greenwald June 23, 2004 1,000 $91.05 Terry P. Hughes June 23, 2004 6,000 $91.05 Kenneth H. M. Leet June 23, 2004 10,000 $91.05 Ryan D. Limaye June 23, 2004 1,761 $91.05 Alison J. Mass June 23, 2004 3,200 $91.05 Andrew L. Metcalfe June 23, 2004 6,959 $91.05 Therese L. Miller June 23, 2004 5,000 $91.05 Stephen M. Scherr June 23, 2004 3,000 $91.05
19
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE - ------------------------------------------------------------------------------------ Daniel L. Sparks June 23, 2004 6,000 $91.05 Michael S. Wishart June 23, 2004 33,030 $91.05 Paul M. Young June 23, 2004 17,191 $91.05 Raanan A. Agus June 24, 2004 3,355 $93.23 Philippe J. Altuzarra June 24, 2004 20,207 $93.23 John D. Campbell June 24, 2004 1,500 $93.23 Ewan M. Kirk June 24, 2004 10,000 $93.23 Andrew L. Metcalfe June 24, 2004 5,000 $93.23 Jeffrey W. Schroeder June 24, 2004 20,031 $93.23 Daniel L. Sparks June 24, 2004 4,545 $93.23 Steven H. Strongin June 24, 2004 10,281 $93.23 Todd A. Williams June 24, 2004 9,000 $93.23 Raanan A. Agus June 25, 2004 3,355 $94.12 John J. Bu June 25, 2004 3,000 $94.12 Herbert E. Ehlers June 25, 2004 5,000 $94.12 Robert R. Gheewalla June 25, 2004 1,500 $94.12 Scott A. Gieselman June 25, 2004 7,843 $94.12 Terry P. Hughes June 25, 2004 1,453 $94.12 Kenneth H. M. Leet June 25, 2004 6,285 $94.12 Ryan D. Limaye June 25, 2004 1,000 $94.12 Andrew L. Metcalfe June 25, 2004 6,438 $94.12 W. Thomas York, Jr June 25, 2004 1,500 $94.12 Raanan A. Agus June 28, 2004 3,355 $93.88 John J. Bu June 28, 2004 2,000 $93.88 Herbert E. Ehlers June 28, 2004 5,000 $93.88 Robert R. Gheewalla June 28, 2004 1,500 $93.88 Douglas C. Grip June 28, 2004 10,000 $93.88 Phillip S. Hylander June 28, 2004 5,716 $93.88 Ewan M. Kirk June 28, 2004 5,000 $93.88 Gregg R. Lemkau June 28, 2004 3,078 $93.88 John C. McIntire June 28, 2004 12,227 $93.88 Andrew L. Metcalfe June 28, 2004 18,562 $93.88 Stephen M. Scherr June 28, 2004 3,000 $93.88 Lisa M. Shalett June 28, 2004 10,069 $93.88 C. Howard Wietschner June 28, 2004 350 $93.88 Raanan A. Agus June 29, 2004 3,355 $93.68 John J. Bu June 29, 2004 2,000 $93.68 John D. Campbell June 29, 2004 1,000 $93.68 Herbert E. Ehlers June 29, 2004 25,000 $93.68 James S. Golob June 29, 2004 3,500 $93.68 Kenneth H. M. Leet June 29, 2004 10,000 $93.68 Ravi M. Singh June 29, 2004 5,521 $93.68 W. Thomas York, Jr June 29, 2004 1,000 $93.68 Raanan A. Agus June 30, 2004 3,355 $93.99 Charles W.A. Bott June 30, 2004 3,000 $93.99 Brahm S. Cramer June 30, 2004 4,500 $93.99 Herbert E. Ehlers June 30, 2004 21,942 $93.99 Enrico S. Gaglioti June 30, 2004 3,119 $93.99 Robert R. Gheewalla June 30, 2004 1,000 $93.99 Ewan M. Kirk June 30, 2004 5,000 $93.99 Joseph M. McConnell June 30, 2004 33,154 $93.99 Richard H. Powers June 30, 2004 2,000 $93.99 Steven H. Strongin June 30, 2004 11,161 $93.99
20
NUMBER OF PRICE PER COVERED PERSON TRADE DATE SHARES SHARE - ------------------------------------------------------------------------------------ Greg W. Tebbe June 30, 2004 3,667 $93.99 W. Thomas York, Jr June 30, 2004 1,000 $93.99 Raanan A. Agus July 1, 2004 3,355 $93.46 John J. Bu July 1, 2004 2,500 $93.46 Eduardo A. Cruz July 1, 2004 1,477 $93.46 Enrico S. Gaglioti July 1, 2004 2,000 $93.46 David J. Greenwald July 1, 2004 1,000 $93.46 Celeste A. Guth July 1, 2004 200 $93.46 Kenneth W. Hitchner July 1, 2004 9,922 $93.46 William L. Jacob III July 1, 2004 2,916 $93.46 Richard H. Powers July 1, 2004 300 $93.46 Ivan Ross July 1, 2004 1,009 $93.46 Corrado P. Varoli July 1, 2004 2,000 $93.46 W. Thomas York, Jr July 1, 2004 1,000 $93.46 Raanan A. Agus July 2, 2004 3,355 $93.40 John J. Bu July 2, 2004 1,000 $93.40 Eduardo A. Cruz July 2, 2004 22,744 $93.40 Edward K. Eisler July 2, 2004 11,000 $93.40 Stephen M. Scherr July 2, 2004 2,078 $93.40 Michael A. Troy July 2, 2004 50,935 $93.40 W. Thomas York, Jr July 2, 2004 2,000 $93.40 John J. Bu July 6, 2004 2,000 $92.42 Robert R. Gheewalla July 6, 2004 800 $92.42 Celeste A. Guth July 6, 2004 300 $92.42 Kenneth H. M. Leet July 6, 2004 5,000 $92.42 Stephen M. Scherr July 6, 2004 3,032 $92.42 Raanan A. Agus July 7, 2004 3,355 $91.10 John D. Campbell July 7, 2004 1,009 $91.10 Ewan M. Kirk July 7, 2004 4,625 $91.10 John C. McIntire July 7, 2004 5,000 $91.10 Greg W. Tebbe July 7, 2004 3,900 $91.10 John J. Bu July 8, 2004 1,000 $90.29 John D. Campbell July 8, 2004 2,000 $90.29 Isabelle Ealet July 8, 2004 3,365 $90.29 David J. Greenwald July 8, 2004 1,000 $90.29 Christopher M. Grigg July 8, 2004 5,000 $90.29 Ewan M. Kirk July 8, 2004 5,097 $90.29 Raanan A. Agus July 9, 2004 3,355 $90.45 John D. Campbell July 9, 2004 1,244 $90.45 Andrea Ponti July 9, 2004 11,351 $90.45 Gregg S. Weinstein July 9, 2004 2,800 $90.45 John J. Bu July 12, 2004 1,000 $89.88 Ewan M. Kirk July 12, 2004 4,917 $89.88 Kenneth H. M. Leet July 12, 2004 10,000 $89.88 Ivan Ross July 12, 2004 1,000 $89.88 John J. Bu July 13, 2004 1,500 $90.05 Ashok Varadhan July 13, 2004 37,444 $90.05 Gregg S. Weinstein July 13, 2004 2,800 $90.05 John J. Bu July 14, 2004 2,000 $90.47 Edward K. Eisler July 14, 2004 11,000 $90.47 Ryan D. Limaye July 14, 2004 1,698 $90.47
21 The following cashless exercises of stock options were effected by the following Covered Persons, with the indicated number of underlying shares sold through an affiliate of Mellon Investor Services LLC for cash on the New York Stock Exchange:
NUMBER NUMBER NUMBER OF SALES OF SHARES OF SHARES COVERED PERSON DATE OF EXERCISE OPTIONS STRIKE PRICE PRICE SOLD RETAINED - -------------------------------------------------------------------------------------------------------------- Geoffrey G. Clark June 23, 2004 11,691 $53.00 $90.95 11,691 0 Herbert E. Ehlers June 23, 2004 22,581 $53.00 $90.95 15,644 6,937 Daniel L. Sparks June 23, 2004 8,013 $53.00 $90.95 8,013 0 Paul M. Young June 23, 2004 10,829 $53.00 $90.95 10,829 0 John D. Campbell June 24, 2004 1,000 $53.00 $92.72 1,000 0 Kenneth H. M. Leet June 24, 2004 20,753 $53.00 $92.72 20,753 0 Jeffrey W. Schroeder June 24, 2004 39,178 $53.00 $92.72 39,178 0 Steven H. Strongin June 24, 2004 3,433 $53.00 $92.72 3,433 0 Eduardo A. Cruz June 25, 2004 49,768 $53.00 $93.79 49,768 0 Ewan M. Kirk June 25, 2004 10,000 $53.00 $93.79 10,000 0 Carsten Kengeter June 28, 2004 14,255 $ 0.00 $93.62 14,255 0 Carsten Kengeter June 28, 2004 3,414 $ 0.00 $93.62 3,414 0 Andrew L. Metcalfe June 28, 2004 22,637 $53.00 $93.62 22,637 0 Martin R. Devenish June 29, 2004 12,000 $53.00 $93.52 12,000 0 Kenneth H. M. Leet June 29, 2004 20,000 $53.00 $93.52 20,000 0 Eduardo A. Cruz June 30, 2004 6,828 $82.88 $93.96 6,828 0 Joseph M. McConnell June 30, 2004 12,045 $82.88 $93.96 12,045 0 Joseph M. McConnell June 30, 2004 36,993 $53.00 $93.96 36,993 0 Stephen J. McGuinness June 30, 2004 61,061 $53.00 $93.96 61,061 0 Steven H. Strongin June 30, 2004 10,000 $53.00 $93.96 10,000 0 Greg W. Tebbe June 30, 2004 12,356 $53.00 $93.96 12,356 0 John W. McMahon July 2, 2004 40,985 $53.00 $93.33 40,985 0 Michael A. Troy July 2, 2004 31,886 $53.00 $93.33 31,886 0 John D. Campbell July 7, 2004 1,000 $53.00 $91.07 1,000 0 Greg W. Tebbe July 7, 2004 12,356 $53.00 $91.07 12,356 0 John D. Campbell July 8, 2004 1,500 $53.00 $90.15 1,500 0 John D. Campbell July 9, 2004 1,000 $53.00 $90.33 1,000 0
22 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: July 21, 2004 By: /s/ Beverly L. O'Toole --------------------------------- Name: Beverly L. O'Toole Title: Attorney-in-Fact EXHIBIT INDEX Exhibit Description - ----------------- ------------------------------------------------------------ A. Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). B. Supplemental Registration Rights Instrument, dated as of December 10, 1999 (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295)). C. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). D. Form of Counterpart to Shareholders' Agreement for non-individual former owners of Hull and Associates, L.L.C. (incorporated by reference to Exhibit K to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). E. Supplemental Registration Rights Instrument, dated as of June 19, 2000 (incorporated by reference to Exhibit R to Amendment No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File No. 005-56295)). F. Power of Attorney (incorporated by reference to Exhibit X to Amendment No. 14 to the Initial Schedule 13D, filed March 29, 2001 (File No. 005-56295)). G. Supplemental Registration Rights Instrument, dated as of December 21, 2000 (incorporated by reference to Exhibit AA to Amendment No. 12 to the Initial Schedule 13D, filed January 23, 2001 (File No. 005-56295)). H. Supplemental Registration Rights Instrument, dated as of December 21, 2001 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-74006) filed by The Goldman Sachs Group, Inc.). I. Form of Power of Attorney executed by Covered Persons participating in the Channel A Sales Program (incorporated by reference to Exhibit BB to Amendment No. 27 to the Initial Schedule 13D, filed June 20, 2002 (File No. 005-56295)). J. Supplemental Registration Rights Instrument, dated as of December 20, 2002 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-101093) filed by The Goldman Sachs Group, Inc.). K. Form of Written Consent Relating to Sale and Purchase of Common Stock (incorporated by reference to Exhibit FF to Amendment No. 35 to the Initial Schedule 13D, filed January 8, 2003 (File No. 005-56295)). L. Supplemental Registration Rights Instrument, dated as of December 19, 2003 (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-3 (File No. 333-110371) filed by The Goldman Sachs Group, Inc.). M. Amended and Restated Shareholders' Agreement, effective as of the close of business on June 22, 2004 (incorporated by reference to Exhibit M to Amendment No. 54 to the Initial Schedule 13D, filed June 22, 2004 (File No. 005-56295)). 24 -----END PRIVACY-ENHANCED MESSAGE-----