-----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, P5i5xzioiRTn9OI2Ej4csycXm6HmUfN1IAxnjyrjrtuPtPtNjh/mPYU9yPGHte24 MGEjvOOZ00WWMHYTt7emtg== /in/edgar/work/20000621/0000950123-00-005908/0000950123-00-005908.txt : 20000920 0000950123-00-005908.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950123-00-005908 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000621 GROUP MEMBERS: GOLDMAN SACHS GROUP INC GROUP MEMBERS: GROUP MEMBERS LISTED IN FILING SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: [6211 ] IRS NUMBER: 133501777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56295 FILM NUMBER: 658145 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: [6211 ] IRS NUMBER: 133501777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1126 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 0001.txt AMENDMENT NO. 2 TO SCHEDULE 13D 1 SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 _____________________________________________________ SCHEDULE 13D/A (Rule 13d-101) Amendment No. 2 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) Robert J. Katz Gregory K. Palm James B. McHugh 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) June 16, 2000 ____________________ (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) 2 - --------------------- 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 as to Covered Shares(1), OO and PF as to Uncovered Shares(2) (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 (See Item 6) NUMBER OF As to Covered Shares, 0 SHARES As to Uncovered Shares, as stated in BENEFICIALLY Appendix A OWNED BY REPORTING PERSON WITH ---------------------------------------------- 8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.) 275,362,588 Covered Shares held by Covered Persons 141,522 Uncovered Shares held by Covered Persons(3) 1,587,808 Other Uncovered Shares held by Covered Persons(4) 21,975,421 shares held by KAA(5) 21,425,052 shares held by SBCM(5)/(6) ---------------------------------------------- 9. SOLE DISPOSITIVE POWER (See Item 6) As to Covered Shares, less than 1% As to Uncovered Shares, as stated in Appendix A ---------------------------------------------- 10. SHARED DISPOSITIVE POWER (See Item 6): As to Covered Shares, 0 As to Uncovered Shares, as stated in Appendix A - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,091,918(7) - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X](7) CERTAIN SHARES (Applies to each person listed on Appendix A.) - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.6%(7) - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON: OO as to persons listed in Appendix A under the caption "Trusts"; PN as to persons listed in Appendix A under the caption "Partnerships"; IN as to all other persons listed in Appendix A. _______________ (1) For a definition of this term, please see Item 2. (2) For a definition of this term, please see Item 3. (3) These are Uncovered Shares also described in Row 7 which each Covered Person is deemed to beneficially own by application of Rule 13d-5(b)(1), but do not include the Uncovered Shares described in note 4. Each Covered Person disclaims beneficial ownership of Uncovered Shares held by each other Covered Person. (4) These are Uncovered Shares held by 92 private charitable foundations established by 92 Covered Persons each of whom is a co-trustee of one or more of such private charitable foundations and may be deemed to beneficially own such Uncovered Shares. Each other Covered Person may be deemed to beneficially own such Uncovered Shares by application of Rule 13d-5(b)(1). Each such Covered Person disclaims beneficial ownership of such Uncovered Shares, and each other Covered Person also disclaims beneficial ownership of such Uncovered Shares. 2 3 (5) For a definition of this term, please see Item 2. The Covered Persons may be deemed to be members of a "group" with KAA and SBCM. Each Covered Person disclaims beneficial ownership of shares of Common Stock held by KAA and SBCM. (6) The 21,425,052 shares held by SBCM exclude 7,440,362 shares of Nonvoting Common Stock held by SBCM which, although immediately convertible into Common Stock, cannot currently be converted by SBCM due to restrictions imposed under the Bank Holding Company Act of 1956, as amended. Please see the separate Schedule 13D filed by SBCM and any amendments thereto for information relating to such shares. Each Covered Person disclaims beneficial ownership as to the Nonvoting Common Stock held by SBCM. (7) Excludes 21,425,052 and 21,975,421 shares of Common Stock held by SBCM and KAA, respectively, as to which each Covered Person disclaims beneficial ownership. See also note 6. Each Covered Person disclaims beneficial ownership as to the Nonvoting Common Stock held by SBCM. 3 4 APPENDIX A
ITEM 6 Citizenship ITEM 7 ITEM 8 ITEM 9 ITEM 10 (United Sole Shared Sole Shared States Voting Voting Dispositive Dispositive ITEM 1 unless Power of Power of Power of Power of Names of Reporting otherwise Uncovered Uncovered Uncovered Uncovered Persons indicated) Shares Shares Shares Shares ------- ---------- ------ ------ ------ ------ Bradley I. Abelow 0 0 0 0 Peter C. Aberg 0 0 0 0 Paul M. Achleitner Austria 0 0 0 0 Alberto F. Ades Argentina 0 0 0 0 Gregory A. Agran 0 0 0 0 Raanan A. Agus 0 0 0 0 Jonathan R. Aisbitt UK 0 0 0 0 Elliot M. Alchek 0 0 0 0 Andrew M. Alper 0 0 0 0 Philippe J. Altuzarra France 0 0 0 0 Lay Pheng Ang Singapore 0 0 0 0 Kazutaka P. Arai North Korea/ 0 0 0 0 South Korea David M. Atkinson UK 0 0 0 0 Mitchel J. August 0 0 0 0 Armen A. Avanessians 0 0 0 0 Dean C. Backer 0 0 0 0 Michiel J. Bakker The 0 0 0 0 Netherlands Mark E. Bamford 0 0 0 0 John S. Barakat 0 0 0 0 Barbara J. Basser-Bigio 0 0 0 0 Carl-Georg Germany 0 0 0 0 Bauer-Schlichtegroll David M. Baum 0 0 0 0 Patrick Y. Baune France 0 0 0 0 Robert A. Beckwitt 0 0 0 0 Jonathan A. Beinner 0 0 0 0 Ron E. Beller 0 0 0 0 Tarek M. Ben Halim Saudi 0 0 0 0 Arabia Jaime I. Bergel Spain 0 0 0 0 Milton R. Berlinski The 0 0 0 0 Netherlands Andrew S. Berman 0 0 0 0 Frances R. Bermanzohn 0 0 0 0 Stuart N. Bernstein 0 0 0 0 Robert A. Berry UK 0 0 0 0 Jean-Luc Biamonti Monaco 0 0 0 0 James J. Birch UK 0 0 0 0 Lloyd C. Blankfein 0 0 0 0 David W. Blood 0 0 0 0 Randall A. Blumenthal 0 0 0 0
4 5
ITEM 6 Citizenship ITEM 7 ITEM 8 ITEM 9 ITEM 10 (United Sole Shared Sole Shared States Voting Voting Dispositive Dispositive ITEM 1 unless Power of Power of Power of Power of Names of Reporting otherwise Uncovered Uncovered Uncovered Uncovered Persons indicated) Shares Shares Shares Shares ------- ---------- ------ ------ ------ ------ David R. Boles 0 0 0 0 Alison L. Bott UK 0 0 0 0 Charles W.A. Bott UK 0 0 0 0 Charles C. Bradford III 0 0 0 0 Benjamin S. Bram 0 0 0 0 Thomas C. Brasco 0 0 0 0 Daniel G. Brennan 0 0 0 0 Peter L. Briger, Jr. 0 0 0 0 Craig W. Broderick 0 0 0 0 Richard J. Bronks UK 0 0 0 0 Charles K. Brown UK 0 0 0 0 James K. Brown 0 0 0 0 Peter D. Brundage 0 0 0 0 Sholom Bryski 0 0 0 0 John J. Bu 0 0 0 0 Lawrence R. Buchalter 0 0 0 0 Mark J. Buisseret UK 0 0 0 0 Steven M. Bunson 0 0 0 0 Timothy B. Bunting UK 0 0 0 0 Andrew J. Burke-Smith Canada 0 0 0 0 Calvert C. Burkhart 0 0 0 0 Michael S. Burton UK 0 0 0 0 George H. Butcher III 0 0 0 0 Mary D. Byron 0 0 0 0 Lawrence V. Calcano 0 0 0 0 Elizabeth V. Camp 0 0 0 0 John D. Campbell 0 0 0 0 Laurie G. Campbell Canada 0 0 0 0 Richard M. Campbell-Breeden UK 0 0 0 0 Carmine C. Capossela 0 0 0 0 Mark M. Carhart 0 0 0 0 Anthony H. Carpet 0 0 0 0 Michael J. Carr 0 0 0 0 Christopher J. Carrera 0 0 0 0 Virginia E. Carter 0 0 0 0 Calvin R. Carver, Jr. 0 0 0 0 Mary Ann Casati 0 0 0 0 Chris Casciato 0 0 0 0 Douglas W. Caterfino 0 0 0 0 Michael J. Certo 0 0 0 0 Varkki P. Chacko USA/India 0 0 0 0 David K. Chang Taiwan 0 0 0 0
5 6
ITEM 6 Citizenship ITEM 7 ITEM 8 ITEM 9 ITEM 10 (United Sole Shared Sole Shared States Voting Voting Dispositive Dispositive ITEM 1 unless Power of Power of Power of Power of Names of Reporting otherwise Uncovered Uncovered Uncovered Uncovered Persons indicated) Shares Shares Shares Shares ------- ---------- ------ ------ ------ ------ Thomas P. Chang 0 0 0 0 Sacha A. Chiaramonte Germany 0 0 0 0 Andrew A. Chisholm Canada 0 0 0 0 Robert J. Christie 0 0 0 0 Peter T. Cirenza 0 0 0 0 Kent A. Clark Canada 0 0 0 0 Zachariah Cobrinik 0 0 0 0 Abby Joseph Cohen 0 0 0 0 Lawrence H. Cohen 0 0 0 0 Marc I. Cohen 0 0 0 0 Gary D. Cohn 0 0 0 0 Christopher A. Cole 0 0 0 0 Timothy J. Cole 0 0 0 0 Laura C. Conigliaro 0 0 0 0 Liam Connell 0 0 0 0 Thomas G. Connolly Ireland/USA 0 0 0 0 Frank T. Connor 0 0 0 0 Donna L. Conti 0 0 0 0 Karen R. Cook UK 0 0 0 0 Edith W. Cooper 0 0 0 0 Philip A. Cooper 0 0 0 0 Carlos A. Cordeiro 0 0 0 0 Henry Cornell 0 0 0 0 E. Gerald Corrigan 0 0 0 0 Jon S. Corzine 0 0 0 0 Claudio Costamagna Italy 0 0 0 0 Frank L. Coulson, Jr. 0 0 0 0 Kenneth Courtis 0 0 0 0 Randolph L. Cowen 0 0 0 0 Neil D. Crowder 0 0 0 0 Eduardo A. Cruz 0 0 0 0 John P. Curtin, Jr. 0 0 0 0 John W. Curtis 0 0 0 0 Stephen C. Daffron 0 0 0 0 John S. Daly Ireland 0 0 0 0 Philip M. Darivoff 0 0 0 0 Matthew S. Darnall 0 0 0 0 Timothy D. Dattels Canada 0 0 0 0
6 7
ITEM 6 Citizenship ITEM 7 ITEM 8 ITEM 9 ITEM 10 (United Sole Shared Sole Shared States Voting Voting Dispositive Dispositive ITEM 1 unless Power of Power of Power of Power of Names of Reporting otherwise Uncovered Uncovered Uncovered Uncovered Persons indicated) Shares Shares Shares Shares ------- ---------- ------ ------ ------ ------ Gavyn Davies UK 0 0 0 0 Michael G. De Lathauwer Belgium 0 0 0 0 David A. Dechman 0 0 0 0 Mark Dehnert 0 0 0 0 Paul C. Deighton UK 0 0 0 0 James Del Favero Australia 0 0 0 0 Juan A. Del Rivero Spain 0 0 0 0 Robert V. Delaney 0 0 0 0 Joseph Della Rosa 0 0 0 0 Emanuel Derman 0 0 0 0 Martin R. Devenish UK 0 0 0 0 Andrew C. Devenport UK 0 0 0 0 Stephen D. Dias UK 0 0 0 0 Armando A. Diaz 0 0 0 0 Alexander C. Dibelius Germany 0 0 0 0 Paul M. DiNardo 0 0 0 0 Simon P. Dingemans UK 0 0 0 0 Sandra D'Italia 0 0 0 0 Michele I. Docharty 0 0 0 0 Paula A. Dominick 0 0 0 0 Noel B. Donohoe Ireland 0 0 0 0 Jana Hale Doty 0 0 0 0 Robert G. Doumar, Jr. 0 0 0 0 Thomas M. Dowling 0 0 0 0 John O. Downing 0 0 0 0 Michael B. Dubno 0 0 0 0 Connie K. Duckworth 0 0 0 0 William C. Dudley 0 0 0 0 Brian J. Duffy 0 0 0 0 Matthieu B. Duncan 0 0 0 0 C. Steven Duncker 0 0 0 0 Karlo J. Duvnjak Canada 0 0 0 0 Jay S. Dweck 0 0 0 0 Gordon E. Dyal 0 0 0 0 Isabelle Ealet France 0 0 0 0 Glenn P. Earle UK 0 0 0 0 Paul S. Efron 0 0 0 0 Herbert E. Ehlers 0 0 0 0 Alexander S. Ehrlich 0 0 0 0 John E. Eisenberg 0 0 0 0 Edward K. Eisler Austria 0 0 0 0
7 8
ITEM 6 Citizenship ITEM 7 ITEM 8 ITEM 9 ITEM 10 (United Sole Shared Sole Shared States Voting Voting Dispositive Dispositive ITEM 1 unless Power of Power of Power of Power of Names of Reporting otherwise Uncovered Uncovered Uncovered Uncovered Persons indicated) Shares Shares Shares Shares ------- ---------- ------ ------ ------ ------ Glenn D. Engel 0 0 0 0 Davide G. Erro Italy 0 0 0 0 Michael P. Esposito 0 0 0 0 George C. Estey Canada 0 0 0 0 Mark D. Ettenger 0 0 0 0 Bruce J. Evans 0 0 0 0 J. Michael Evans Canada 0 0 0 0 W. Mark Evans Canada 0 0 0 0 Charles P. Eve UK 0 0 0 0 Brian F. Farr 0 0 0 0 Elizabeth C. Fascitelli 0 0 0 0 Jeffrey F. Fastov 0 0 0 0 Pieter Maarten Feenstra The 0 0 0 0 Netherlands Steven M. Feldman 0 0 0 0 Laurie R. Ferber 0 0 0 0 Robert P. Fisher, Jr. 0 0 0 0 Lawton W. Fitt 0 0 0 0 Stephen C. Fitzgerald Australia 0 0 0 0 Thomas M. Fitzgerald III 0 0 0 0 Daniel M. Fitzpatrick 0 0 0 0 James A. Fitzpatrick 0 0 0 0 David N. Fleischer 0 0 0 0 David B. Ford 0 0 0 0 Edward C. Forst 0 0 0 0 George B. Foussianes 0 0 0 0 Oliver L. Frankel 0 0 0 0 Matthew T. Fremont-Smith 0 0 0 0 Christopher G. French UK 0 0 0 0 Richard A. Friedman 0 0 0 0 Matthias K. Frisch Switzerland 0 0 0 0 C. Douglas Fuge 0 0 0 0 Shirley Fung UK 0 0 0 0 Joseph D. Gatto 0 0 0 0 Emmanuel Gavaudan France 0 0 0 0 Nicholas J. Gaynor UK 0 0 0 0 Eduardo B. Gentil 0 0 0 0 Peter C. Gerhard 0 0 0 0 Nomi P. Ghez Israel/USA 0 0 0 0 Scott A. Gieselman 0 0 0 0 H. John Gilbertson, Jr. 0 0 0 0
8 9
ITEM 6 Citizenship ITEM 8 ITEM 9 ITEM 10 (United ITEM 7 Shared Sole Shared States Sole Voting Voting Dispositive Dispositive ITEM 1 unless Power of Power of Power of Power of Names of Reporting otherwise Uncovered Uncovered Uncovered Uncovered Persons indicated) Shares Shares Shares Shares ------- ---------- ------ ------ ------ ------ Joseph H. Gleberman 0 0 0 0 Richard J. Gnodde Ireland/South 0 0 0 0 Africa Jeffrey B. Goldenberg 0 2,860(8) 0 2,860(8) Jacob D. Goldfield 0 0 0 0 James S. Golob 0 0 0 0 Amy O. Goodfriend 0 0 0 0 Jay S. Goodgold 0 0 0 0 Andrew M. Gordon 0 0 0 0 Anthony J. Gordon 0 0 0 0 Robert D. Gottlieb 0 0 0 0 Frank J. Governali 0 0 0 0 Lorenzo Grabau Italy 0 0 0 0 Geoffrey T. Grant 0 0 0 0 William M. Grathwohl 0 0 0 0 David J. Greenwald 0 0 0 0 Louis S. Greig UK 0 0 0 0 Peter W. Grieve 0 0 0 0 Christopher Grigg UK 0 0 0 0 Douglas C. Grip 0 0 0 0 Eric P. Grubman 0 0 0 0 Celeste A. Guth 0 0 0 0 Joseph D. Gutman 0 0 0 0 Peter T. Gutman 0 0 0 0 Erol Hakanoglu Turkey 0 0 0 0 Roger C. Harper 0 0 0 0 Charles T. Harris III 0 0 0 0 Robert S. Harrison 0 0 0 0 Shelley A. Hartman 0 0 0 0 Paul R. Harvey 0 0 0 0 Arthur J. Hass 0 0 0 0 Nobumichi Hattori Japan 0 0 0 0 Stephen J. Hay UK 0 0 0 0 Walter H. Haydock 0 0 0 0 Isabelle Hayen Belgium 0 0 0 0 Keith L. Hayes UK 0 0 0 0 Thomas J. Healey 0 0 0 0 John P. Heanue 0 0 0 0 Robert C. Heathcote UK 0 0 0 0
- -------------------- (8) Shared with family members. 9 10
ITEM 6 Citizenship ITEM 7 ITEM 8 ITEM 9 ITEM 10 (United Sole Shared Sole Shared States Voting Voting Dispositive Dispositive ITEM 1 unless Power of Power of Power of Power of Names of Reporting otherwise Uncovered Uncovered Uncovered Uncovered Persons indicated) Shares Shares Shares Shares ------- ---------- ------ ------ ------ ------ Sylvain M. Hefes France 0 0 0 0 David B. Heller 0 0 0 0 Steven M. Heller 0 0 0 0 R. Douglas Henderson 0 0 0 0 David L. Henle 0 0 0 0 Mary C. Henry 0 0 0 0 Raimund W. Herden Germany 0 0 0 0 Bruce A. Heyman 0 0 0 0 Robert E. Higgins 0 0 0 0 Joanne M. Hill 0 0 0 0 M. Roch Hillenbrand 0 0 0 0 Maykin Ho 0 0 0 0 Timothy E. Hodgson Canada 0 0 0 0 Jacquelyn M. Canada 0 0 0 0 Hoffman-Zehner Christopher G. Hogg New 0 0 0 0 Zealand/USA Daniel E. Holland III 0 0 0 0 Teresa E. Holliday 0 0 0 0 Gregory T. Hoogkamp 0 0 0 0 Thomas J. Hopkins 0 0 0 0 Robert D. Hormats 0 0 0 0 Robert G. Hottensen, Jr. 0 0 0 0 Michael R. Housden UK 0 0 0 0 Paul J. Huchro 0 0 0 0 James A. Hudis 0 0 0 0 Terry P. Hughes Ireland 0 0 0 0 Bimaljit S. Hundal UK 0 0 0 0 Edith A. Hunt 0 0 0 0 Susan J. Hunt UK 0 0 0 0 Robert J. Hurst 0 0 0 0 Toni Infante 0 0 0 0 Francis J. Ingrassia 0 0 0 0 Timothy J. Ingrassia 0 0 0 0 Masahiro Iwano Japan 0 0 0 0 Raymond J. Iwanowski 0 0 0 0 William L. Jacob III 0 0 0 0 Mark M. Jacobs 0 0 0 0 Richard I. Jaffee 0 0 0 0 Reuben Jeffery III 0 0 0 0 Stefan J. Jentzsch Germany 0 0 0 0 Dan H. Jester 0 0 0 0 Daniel J. Jick 0 0 0 0 Robert H. Jolliffe UK 0 0 0 0 Andrew J. Jonas 0 0 0 0
10 11
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- Robert C. Jones 0 0 0 0 Chansoo Joung 0 0 0 0 Andrew J. Kaiser 0 0 0 0 Ann F. Kaplan 21 0 21 0 Barry A. Kaplan 0 0 0 0 David A. Kaplan 0 0 0 0 Jason S. Kaplan 0 0 0 0 Robert S. Kaplan 0 0 0 0 Scott B. Kapnick 0 0 0 0 Erland S. Karlsson Sweden 0 0 0 0 James M. Karp 0 0 0 0 Richard Katz 0 0 0 0 Robert J. Katz 0 0 0 0 Sofia Katzap 0 0 0 0 David K. Kaugher 0 0 0 0 Tetsuya Kawano Japan 0 0 0 0 R. Mark Keating 0 0 0 0 John L. Kelly 0 0 0 0 Kevin W. Kennedy 0 0 0 0 Thomas J. Kenny 0 0 0 0 Lawrence S. Keusch 0 0 0 0 Rustom N. Khandalavala 0 0 0 0 Peter D. Kiernan III 0 0 0 0 James T. Kiernan, Jr. 0 0 0 0 Sun Bae Kim Canada 0 0 0 0 Douglas W. Kimmelman 0 0 0 0 Colin E. King Canada 0 0 0 0 Robert C. King, Jr. 0 0 0 0 Adrian P. Kingshott UK 0 0 0 0 Timothy M. Kingston 0 0 0 0 Lincoln Kinnicutt 0 0 0 0 Ewan M. Kirk UK 0 0 0 0 Daniel H. Klebes II 0 0 0 0 Michael K. Klingher 0 0 0 0 Craig A. Kloner 0 0 0 0 Jonathan R. Knight UK 0 0 0 0
11 12
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- Bradford C. Koenig 0 0 0 0 Mark J. Kogan 0 0 0 0 Stanley Kogelman 0 0 0 0 Jonathan L. Kolatch 0 0 0 0 Richard E. Kolman 0 0 0 0 David J. Kostin 0 0 0 0 Koji Kotaka Japan 0 0 0 0 Peter S. Kraus 0 15(9) 0 15(9) Lawrence Kutscher 0 0 0 0 Christoph M. Ladanyi Austria 0 0 0 0 Peggy A. Lamb 0 0 0 0 David G. Lambert 0 0 0 0 Thomas K. Lane 0 0 0 0 Pierre F. Lapeyre, Jr. 0 0 0 0 Bruce M. Larson 0 0 0 0 Thomas D. Lasersohn 0 0 0 0 Anthony D. Lauto 0 0 0 0 John J. Lauto 0 0 0 0 Matthew Lavicka 0 0 0 0 David N. Lawrence 0 0 0 0 Peter Layton 0 0 0 0 Susan R. Leadem 0 0 0 0 Andrew D. Learoyd UK 0 0 0 0 Chang-Ho J. Lee USA/South Korea 0 0 0 0 Donald C. Lee 0 0 0 0 Kenneth H. M. Leet 0 0 0 0 Anthony J. Leitner 0 0 0 0 Paulo C. Leme 0 0 0 0 Hughes B. Lepic France 0 0 0 0 Alan B. Levande 0 0 0 0 Ronald S. Levin 0 0 0 0 Jack Levy 0 0 0 0 Thomas B. Lewis, Jr. 0 0 0 0 Mark E. Leydecker 0 0 0 0 Matthew G. L'Heureux 0 0 0 0 Gwen R. Libstag 0 0 0 0 Stephen C. Lichtenauer 0 0 0 0 Roger A. Liddell UK 0 0 0 0 Richard J. Lieb 0 0 0 0 Mitchell J. Lieberman 0 0 0 0 Syaru Shirley Lin 0 0 0 0 Josephine Linden UK 0 0 0 0 Lawrence H. Linden 0 0 0 0 Robert Litterman 0 0 0 0
- -------- 9 Shared with family members. 12 13
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- Robert H. Litzenberger 0 0 0 0 David McD A. Livingstone Australia 0 0 0 0 Douglas F. Londal 0 0 0 0 Jacques M. Longerstaey USA/Belgium 0 0 0 0 Jonathan M. Lopatin 0 0 0 0 Francisco Lopez-Balboa 0 0 0 0 Victor M. Lopez-Balboa 0 0 0 0 Antigone Loudiadis UK 0 0 0 0 C. Richard Lucy 0 0 0 0 Michael C. Luethke 0 0 0 0 Kevin L. Lundeen 0 0 0 0 Michael R. Lynch 0 0 0 0 Shogo Maeda Japan 0 0 0 0 John A. Mahoney 0 0 0 0 Sean O. Mahoney 0 0 0 0 Jun Makihara Japan 0 0 0 0 Russell E. Makowsky 0 0 0 0 Peter G. C. Mallinson UK 0 0 0 0 Kathleen M. Maloney 0 0 0 0 Charles G. R. Manby UK 0 0 0 0 Robert S. Mancini 0 0 0 0 Barry A. Mannis 0 0 0 0 Arthur S. Margulis, Jr. 0 0 0 0 Jorge O. Mariscal Mexico 0 0 0 0 Richard J. Markowitz 0 0 0 0 Ronald G. Marks 0 0 0 0 Robert J. Markwick UK 0 0 0 0 Eff W. Martin 0 0 0 0 Jacques Martin Canada 0 0 0 0 John J. Masterson 0 0 0 0 David J. Mastrocola 0 0 0 0 Kathy M. Matsui 0 0 0 0 Tadanori Matsumura Japan 0 0 0 0 Heinz Thomas Mayer Germany 0 0 0 0 Thomas J. McAdam 0 0 0 0 Richard F. McArdle 0 0 0 0 Theresa E. McCabe 0 0 0 0 Joseph M. McConnell 0 0 0 0
13 14
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- Mark E. McGoldrick 0 0 0 0 Joseph P. McGrath Jr. 0 0 0 0 Stephen J. McGuinness 0 0 0 0 John C. McIntire 0 0 0 0 John W. McMahon 0 0 0 0 Geraldine F. McManus 0 0 0 0 Richard P. McNeil Jamaica 0 0 0 0 Audrey A. McNiff 0 0 0 0 Anne Welsh McNulty 0 0 0 0 John P. McNulty 0 0 0 0 E. Scott Mead 0 0 0 0 David M. Meerschwam The Netherlands 0 0 0 0 Sanjeev K. Mehra India 0 0 0 0 Michael C. Melignano 0 0 0 0 Amos Meron 0 0 0 0 T. Willem Mesdag 0 0 0 0 Andrew L. Metcalfe UK 0 0 0 0 Michael R. Miele 0 0 0 0 Gunnar T. Miller 0 0 0 0 Kenneth A. Miller 0 0 0 0 Therese L. Miller 0 0 0 0 James E. Milligan 0 0 0 0 Eric M. Mindich 0 0 0 0 Peter A. Mindnich 0 0 0 0 Edward S. Misrahi Italy 0 0 0 0 Steven T. Mnuchin 0 0 0 0 Kurt C. Mobley 0 0 0 0 Masanori Mochida Japan 135,428 0 135,428 0 Karsten N. Moller Denmark 0 0 0 0 Thomas K. Montag 0 0 0 0 Wayne L. Moore 0 0 0 0 Yukihiro Moroe Japan 0 0 0 0 Robert B. Morris III 0 0 0 0 Michael P. Mortara 0 0 0 0 Jennifer Moses 0 0 0 0 Jeffrey M. Moslow 0 0 0 0
14 15
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- Sharmin Mossavar-Rahmani UK 0 0 0 0 Gregory T. Mount 0 0 0 0 Ian Mukherjee UK 0 0 0 0 Edward A. Mule 0 0 0 0 Eric D. Mullins 0 0 0 0 Donald J. Mulvihill 0 0 0 0 Patrick E. Mulvihill Ireland 0 0 0 0 Richard A. Murley UK 0 0 0 0 Philip D. Murphy 43 0 43 0 Thomas S. Murphy, Jr. 0 0 0 0 Gaetano J. Muzio 0 0 0 0 Michiya Nagai Japan 0 0 0 0 Gabrielle U. Napolitano 0 0 0 0 Avi M. Nash 0 0 0 0 Trevor P. Nash UK 0 0 0 0 Warwick M. Negus Australia 0 0 0 0 Daniel M. Neidich 0 0 0 0 Kipp M. Nelson 0 0 0 0 Robin Neustein 0 0 0 0 Duncan L. Niederauer 0 0 0 0 Susan M. Noble UK 0 0 0 0 Suok J. Noh 0 0 0 0 Suzanne Nora Johnson 0 0 0 0 Christopher K. Norton 0 0 0 0 Michael E. Novogratz 0 0 0 0 Jay S. Nydick 0 0 0 0 Katherine K. Oakley 0 0 0 0 Alok Oberoi India 0 0 0 0 David Ogens 0 0 0 0 Jinsuk T. Oh South Korea 0 0 0 0 John C. O'Hara 0 0 0 0 Terence J. O'Neill UK 0 0 0 0 Timothy J. O'Neill 0 0 0 0 Richard T. Ong Malaysia 0 0 0 0 Ronald M. Ongaro 0 0 0 0 Donald C. Opatrny, Jr. 0 0 0 0 Daniel B. O'Rourke 0 0 0 0
15 16
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- Robert J. O'Shea 0 0 0 0 Joel D. Ospa 0 0 0 0 Greg M. Ostroff 0 0 0 0 Terence M. O'Toole 0 0 0 0 Robert J. Pace 0 0 0 0 Robert N. Packer 0 0 0 0 Gregory K. Palm 0 0 0 0 Mukesh K. Parekh 0 0 0 0 Geoffrey M. Parker 0 0 0 0 Melissa B. Patrusky 0 0 0 0 Henry M. Paulson, Jr. 0 0 0 0 David B. Philip 0 0 0 0 Paul A. Phillips 0 0 0 0 Alberto M. Piedra, Jr. 0 0 0 0 Stephen R. Pierce 0 0 0 0 Philip J. Pifer 0 0 0 0 Scott M. Pinkus 0 0 0 0 Timothy C. Plaut Germany 0 0 0 0 Andrea Ponti Italy/USA 0 0 0 0 Ellen R. Porges 0 0 0 0 Wiet H. M. Pot The Netherlands 0 0 0 0 Michael J. Poulter UK 0 0 0 0 John J. Powers 0 0 0 0 Richard H. Powers 0 0 0 0 Michael A. Price 0 0 0 0 Scott S. Prince 0 0 0 0 Nomi M. Prins 0 0 0 0 Goran V. Puljic 0 1,000(10) 0 1,000(10) Alok Puri UK 0 0 0 0 Kevin A. Quinn 0 0 0 0 Stephen D. Quinn 0 0 0 0 John J. Rafter Ireland 0 0 0 0 Jonathan Raleigh 0 0 0 0 Dioscoro-Roy I. Ramos Phillippines 0 0 0 0 Gregory G. Randolph 0 0 0 0 Charlotte P. Ransom UK 0 0 0 0 Michael G. Rantz 0 0 0 0 Joseph Ravitch 0 0 0 0 Girish V. Reddy 0 0 0 0 Arthur J. Reimers III 0 0 0 0 Anthony John Reizenstein UK 0 0 0 0 James P. Riley, Jr. 0 0 0 0 Kimberly E. Ritrievi 0 0 0 0 John Rizner 0 0 0 0 Simon M. Robertson UK 0 0 0 0
- --------- 10 Shared with family members. 16 17
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- J. David Rogers 0 0 0 0 John F. W. Rogers 0 0 0 0 Emmanuel Roman France 0 0 0 0 Eileen P. Rominger 0 0 0 0 Pamela P. Root 0 0 0 0 Ralph F. Rosenberg 0 0 0 0 Jacob D. Rosengarten 0 0 0 0 Richard J. Rosenstein 0 0 0 0 Ivan Ross 0 0 0 0 Stuart M. Rothenberg 0 0 0 0 Stuart R. Rubenstein 0 0 0 0 Michael S. Rubinoff 0 0 0 0 Ernest H. Ruehl, Jr. 0 0 0 0 Paul M. Russo 0 0 0 0 Richard M. Ruzika 0 0 0 0 John C. Ryan 0 0 0 0 Michael D. Ryan 0 0 0 0 Katsunori Sago Japan 0 0 0 0 Pablo J. Salame Ecuador 0 0 0 0 J. Michael Sanders 0 0 0 0 Allen Sangines-Krause Mexico 0 0 0 0 Richard A. Sapp 0 0 0 0 Joseph Sassoon Israel 0 0 0 0 Tsutomu Sato Japan 240 0 240 0 Muneer A. Satter 0 0 0 0 Jonathan S. Savitz 0 0 0 0 Peter Savitz 0 0 0 0 Paul S. Schapira Italy 0 0 0 0 P. Sheridan Schechner 1,000 0 1,000 0 Gary B. Schermerhorn 0 0 0 0 Mitchell I. Scherzer Canada 0 0 0 0 Howard B. Schiller 0 0 0 0 Jeffrey W. Schroeder 0 0 0 0 Antoine Schwartz France 0 0 0 0 Eric S. Schwartz 0 0 0 0 Harvey M. Schwartz 0 0 0 0 Mark Schwartz 0 0 0 0 Steven M. Scopellite 0 0 0 0 David J. Scudellari 0 0 0 0 Charles B. Seelig, Jr. 0 0 0 0 Karen D. Seitz 0 0 0 0 Randolph Sesson, Jr. 0 0 0 0 Steven M. Shafran 0 0 0 0
17 18
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- Richard S. Sharp UK 0 0 0 0 John P. Shaughnessy 0 0 0 0 Robert J. Shea, Jr. 0 0 0 0 James M. Sheridan 0 0 0 0 Richard G. Sherlund 0 0 0 0 Michael S. Sherwood UK 0 0 0 0 Michael H. Siegel 0 0 0 0 Howard A. Silverstein 0 0 0 0 Richard P. Simon 0 0 0 0 Victor R. Simone, Jr. 0 0 0 0 Dinakar Singh 0 0 0 0 Ravi M. Singh 0 0 0 0 Ravi Sinha India/USA 0 0 0 0 Allen W. Sinsheimer 0 0 0 0 Edward M. Siskind 0 0 0 0 Christian J. Siva-Jothy UK 0 0 0 0 Mark F. Slaughter 0 0 0 0 Linda J. Slotnick 0 0 0 0 Cody J Smith 0 0 0 0 Derek S. Smith 0 0 0 0 Michael M. Smith 0 0 0 0 Sarah E. Smith UK 0 0 0 0 Trevor A. Smith UK 0 0 0 0 Randolph C. Snook 0 0 0 0 Jonathan S. Sobel 0 0 0 0 David M. Solomon 0 0 0 0 Judah C. Sommer 0 0 0 0 Theodore T. Sotir 0 0 0 0 Daniel L. Sparks 0 0 0 0 Marc A. Spilker 0 0 0 0 Daniel W. Stanton 0 0 0 0 Esta E. Stecher 0 0 0 0 Fredric E. Steck 0 0 0 0 Robert K. Steel 0 0 0 0 Robert S. Stellato 0 0 0 0 Joseph P. Stevens 0 0 0 0 Raymond S. Stolz 0 0 0 0 Steven H. Strongin 0 0 0 0 Andrew J. Stuart Australia 0 0 0 0
18 19
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- Patrick Sullivan 0 0 0 0 Hsueh J. Sung Taiwan 0 0 0 0 George M. Suspanic Spain 0 0 0 0 Peter D. Sutherland Ireland 0 0 0 0 Andrew M. Swinburne UK 0 0 0 0 Gene T. Sykes 0 0 0 0 Shahriar Tadjbakhsh 0 0 0 0 Ronald K. Tanemura UK/USA 0 0 0 0 John H. Taylor 0 0 0 0 Robert E. Taylor 0 0 0 0 Greg W. Tebbe 0 0 0 0 Kiyotaka Teranishi 0 0 0 0 Mark R. Tercek 0 0 0 0 Donald F. Textor 0 0 0 0 John A. Thain 0 0 0 0 Darren S. Thompson 0 0 0 0 John L. Thornton 0 0 0 0 Rory T. Tobin Ireland 0 0 0 0 Daisuke Toki Japan 0 0 0 0 Massimo Tononi Italy 0 0 0 0 John R. Tormondsen 0 0 0 0 Leslie C. Tortora 0 0 0 0 John L. Townsend III 0 0 0 0 Mark J. Tracey UK 0 0 0 0 Stephen S. Trevor 0 0 0 0 Byron D. Trott 0 0 0 0 Michael A. Troy 0 0 0 0 Donald J. Truesdale 0 0 0 0 Robert B. Tudor III 0 0 0 0 Thomas E. Tuft 0 0 0 0 John Tumilty UK 0 0 0 0 Barry S. Turkanis 0 0 0 0 Malcolm B. Turnbull Australia 554 0 554 0 Christopher H. Turner 0 0 0 0 Thomas B. Tyree, Jr. 0 0 0 0 Harkanwar Uberoi India 0 0 0 0 Kaysie P. Uniacke 0 0 0 0 John E. Urban 0 0 0 0 Hugo H. Van Vredenburch The Netherlands 0 0 0 0 Lee G. Vance 0 0 0 0 Corrado P. Varoli Canada 0 0 0 0 John J. Vaske 0 0 0 0
19 20
ITEM 8 ITEM 9 ITEM 6 ITEM 7 SHARED SOLE ITEM 10 CITIZENSHIP SOLE VOTING VOTING DISPOSITIVE SHARED ITEM 1 (UNITED STATES POWER OF POWER OF POWER OF DISPOSITIVE NAMES OF REPORTING UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED POWER OF PERSONS INDICATED) SHARES SHARES SHARES UNCOVERED SHARES - ---------------------------- ---------------- ----------- ---------- ------------ ---------------- David A. Viniar 0 0 0 0 Barry S. Volpert 0 0 0 0 George H. Walker IV 0 0 0 0 Thomas B. Walker III 0 0 0 0 Berent A. Wallendahl Norway 0 0 0 0 David R. Walton UK 0 0 0 0 Hsueh-Ming Wang 0 0 0 0 Patrick J. Ward 0 0 0 0 Haruko Watanuki Japan 0 0 0 0 Edward F. Watts, Jr. 0 300(11) 0 300(11) David M. Weil 0 0 0 0 John S. Weinberg 0 0 0 0 Peter A. Weinberg 0 0 0 0 Helge Weiner-Trapness Sweden 0 0 0 0 Mark S. Weiss 0 0 0 0 George W. Wellde, Jr. 0 0 0 0 Bradley W. Wendt 0 0 0 0 Lance N. West 0 0 0 0 Peter Wheeler UK 0 0 0 0 Barbara A. White 0 0 0 0 A. Carver Wickman 0 0 0 0 Susan A. Willetts 0 0 0 0 Anthony G. Williams UK 0 0 0 0 Christopher G. Williams UK 0 0 0 0 Gary W. Williams 0 0 0 0 Todd A. Williams 0 0 0 0 John S. Willian 0 0 0 0 Kenneth W. Willman 0 0 0 0 Kevin D. Willsey 0 0 0 0 Andrew F. Wilson New Zealand 0 0 0 0 Kendrick R. Wilson III 0 0 0 0 Jon Winkelried 0 0 0 0 Steven J. Wisch 0 0 0 0 Michael S. Wishart 0 0 0 0 Richard E. Witten 0 0 0 0 William H. Wolf, Jr. 0 0 0 0 Tracy R. Wolstencroft 0 0 0 0 Zi Wang Xu Canada/China 0 0 0 0 (PRC) Richard A. Yacenda 0 0 0 0 Tetsufumi Yamakawa Japan 0 0 0 0 Yasuyo Yamazaki Japan 11 0 11 0 Anne Yang 0 0 0 0 Xiang-Dong Yang China (PRC) 0 0 0 0
- --------- 11 Shared with family members. 20 21
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE ITEM 1 OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES -------------------------- -------------- ----------- ---------------- ------------ ---------------- Danny O. Yee 0 0 0 Jaime E. Yordan 0 0 0 0 W. Thomas York, Jr. 0 0 0 0 Paul M. Young 0 0 0 0 Richard M. Young 0 0 0 0 Michael J. Zamkow 0 50(12) 0 50(12) Paolo Zannoni Italy 0 0 0 0 Yoel Zaoui France 0 0 0 0 Gregory H. Zehner 0 0 0 0 Jide J. Zeitlin 0 0 0 0 Joan H. Zief 0 0 0 0 Joseph R. Zimmel 0 0 0 0 James P. Ziperski 0 0 0 0 Barry L. Zubrow 0 0 0 0 Mark A. Zurack 0 0 0 0 Shares held by 92 private N/A 0 1,587,808 0 1,587,808 charitable foundations established by 92 Covered Persons each of whom is a co-trustee of one or more of such private charitable foundations (13) TRUSTS - ------ 2000 Carlos A. Cordeiro Grantor Retained Annuity Trust 0 0 0 0 2000 Douglas W. Kimmelman Grantor Retained Annuity Trust 0 0 0 0 2000 Girish V. Reddy Grantor Retained Annuity Trust 0 0 0 0 2000 James M. Sheridan Grantor Retained Annuity Trust 0 0 0 0 2000 John A. Thain Grantor Retained Annuity Trust 0 0 0 0 2000 Mary Ann Casati Grantor Retained Annuity Trust 0 0 0 0
- --------- 12 Shared with family members. 13 Each Covered Person disclaims beneficial ownership of all such shares of Common Stock. 21 22
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE ITEM 1 OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES -------------------------- -------------- ----------- ---------------- ----------- ---------------- The Alexander H. Witten 2000 Trust 0 0 0 0 The Alexander I. Berlinski 2000 Trust 0 0 0 0 The Alexander Litzenberger 2000 Grantor Retained Annuity Trust 0 0 0 0 The Alexander Litzenberger Remainder Trust 0 0 0 0 The Alexandra D. Steel 2000 Trust 0 0 0 0 The Alexis Blood 2000 Trust 0 0 0 0 The Alyssa Blood 2000 Trust 0 0 0 0 The Amanda Liann Mead 2000 Trust 0 0 0 0 The Andrew M Alper 2000 Annuity Trust I 0 0 0 0 The Andrew M. Gordon 2000 Family Trust 0 0 0 0 The Anne R. Witten 2000 Trust 0 0 0 0 The Anne Sullivan Wellde 2000 Trust 0 0 0 0 The Arthur J. Reimers, III Defective Trust 2000 0 0 0 0 Arthur J. Reimers, III Grantor Retained Annuity Trust 2000 0 0 0 0 Barry A. Kaplan 2000 Family Trust 0 0 0 0 Barry A. Kaplan 2000 GRAT 0 0 0 0 The Benjamin H. Sherlund 2000 Trust 0 0 0 0 The Benjamin Kraus 2000 Trust 0 0 0 0 The Bradley Abelow Family 2000 Trust 0 0 0 0 The Carlos A. Cordeiro Trust 0 0 0 0 The Charlotte Steel 2000 Trust 0 0 0 0 The Charlotte Textor 2000 Trust 0 0 0 0
22 23
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE ITEM 1 OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES - ---------------------------- -------------- ----------- ---------------- ----------- ---------------- The Christopher A. Cole 2000 Annuity Trust I 0 0 0 0 The Christopher A. Cole 2000 Family Trust 0 0 0 0 The Christopher K. Norton 2000 Family Trust 0 0 0 0 The Christopher Palmisano 2000 Grantor Retained Annuity Trust 0 0 0 0 The Christopher Palmisano Remainder Trust 0 0 0 0 The Christopher Ryan Tortora 2000 Trust 0 0 0 0 The Connie K. Duckworth 2000 Annuity Trust I 0 0 0 0 The Connie K. Duckworth 2000 Family Trust 0 0 0 0 The Constance A. Haydock 2000 Trust 0 0 0 0 The Daniel M. Neidich 2000 Annuity Trust I 0 0 0 0 The David B. Ford 2000 Annuity Trust DTD as of 6/16/2000 0 0 0 0 The David G. Lambert 2000 Annuity Trust I 0 0 0 0 The David G. Lambert 2000 Family Trust 0 0 0 0 The David L. Henle 2000 Annuity Trust I 0 0 0 0 The David L. Henle 2000 Family Trust 0 0 0 0 The David M. Baum Family 2000 Trust 0 0 0 0 The David Viniar 2000 Annuity Trust I 0 0 0 0 The David W. Blood 2000 Annuity Trust I 0 0 0 0 The Donald F. Textor 2000 Annuity Trust I 0 0 0 0 The Douglas W. Kimmelman Trust 0 0 0 0 The Eaddy Adele Kiernan 2000 Trust 0 0 0 0 The Edward C. Forst 2000 Annuity Trust I 0 0 0 0
23 24
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE ITEM 1 OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES - --------------------------- -------------- ----------- ---------------- ----------- ---------------- The Edward C. Forst 2000 Family Trust 0 0 0 0 The Edward Scott Mead 2000 Annuity Trust I 0 0 0 0 Eff Warren Martin 2000 Childrens Trust 0 0 0 0 Eff Warren Martin 2000 Grantor Retained Annuity Trust 0 0 0 0 The Elizabeth Anne Corrigan 2000 Trust 0 0 0 0 The Elizabeth L. Heller 2000 Trust 0 0 0 0 The Elizabeth Lin Mead 2000 Trust 0 0 0 0 The Elizabeth Steel 2000 Trust 0 0 0 0 The Ellie Dorit Neustein 2000 Trust 0 0 0 0 The Emily Austen Katz 2000 Trust 0 0 0 0 The Emily Stecher 2000 Trust 0 0 0 0 The Emma M.L. Mead 2000 Trust 0 0 0 0 The Eric Fithian 2000 Trust 0 0 0 0 The Erin Marie Tormondsen 2000 Trust 0 0 0 0 The Esta Eiger Stecher 2000 Annuity Trust I 0 0 0 0 The Francis J. Ingrassia 2000 Annuity Trust I 0 0 0 0 The Francis J. Ingrassia 2000 Family Trust 0 0 0 0 The Fredric E. Steck 2000 Annuity Trust I 0 0 0 0 The Fredric E. Steck 2000 Family Trust 0 0 0 0 Gary D. Cohn 2000 Family Trust 0 0 0 0 Gary D. Cohn 2000 GRAT 0 0 0 0 The Geoffrey T. Grant 2000 Family Trust 0 0 0 0 The George W. Wellde, Jr. 2000 Annuity Trust I 0 0 0 0
24 25
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE ITEM 1 OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES - ---------------------------- -------------- ----------- ---------------- ----------- ---------------- The George William Wellde, III 2000 Trust 0 0 0 0 Ghez 2000 GRAT 0 0 0 0 Ghez 2000 Non-GST-Exempt Trust 0 0 0 0 The Girish V. Reddy Trust 0 0 0 0 The Goldenberg 2000 Annuity Trust I 0 0 0 0 The Goldenberg 2000 Family Trust 0 0 0 0 The Gregory K. Palm 2000 Annuity Trust I 0 0 0 0 The Gregory K. Palm 2000 Family Trust 0 0 0 0 The Howard A. Silverstein 2000 Annuity Trust I 0 0 0 0 The Howard A. Silverstein 2000 Family Trust 0 0 0 0 The Isabelle M.L. Mead 2000 Trust 0 0 0 0 The J. David Rogers 2000 Annuity Trust I 0 0 0 0 The James Alexander Mead 2000 Trust 0 0 0 0 The James M. Sheridan Trust 0 0 0 0 The James Nicholas Katz 2000 Trust 0 0 0 0 James P. Riley, Jr. 2000 Family Trust 0 0 0 0 James P. Riley, Jr. 2000 GRAT 0 0 0 0 The Jason Kraus 2000 Trust 0 0 0 0 The Jason William Tortora 2000 Trust 0 0 0 0 The Jeffrey D. Witten 2000 Trust 0 0 0 0 The Jennifer Lauren Alper 2000 Trust 0 0 0 0 The John A. Thain Trust 0 0 0 0 The John L. Townsend, III 2000 Annuity Trust I 0 0 0 0 The John R. Tormondsen 2000 Annuity Trust I 0 0 0 0
25 26
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED ITEM 1 UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES - ----------------------------- -------------- ----------- ---------------- ----------- ---------------- The John R. Tormondsen, Jr. 2000 Trust 0 0 0 0 The John S. Weinberg 2000 Annuity Trust I 0 0 0 0 The John S. Weinberg 2000 Family Trust 0 0 0 0 The Jonathan G. Neidich 2000 Trust 0 0 0 0 The Jordan Viniar 2000 Trust 0 0 0 0 The Joseph Della Rosa 2000 Annuity Trust I 0 0 0 0 The Joseph Della Rosa 2000 Family Trust 0 0 0 0 The Joseph H. Gleberman 2000 Annuity Trust I 0 0 0 0 The Joseph H. Gleberman 2000 Family Trust 0 0 0 0 The Jun Makihara 2000 Family Trust 0 0 0 0 The Karen Barlow Corrigan 2000 Trust 0 0 0 0 The Karen Rebecca Alper 2000 Trust 0 0 0 0 The Kathryn Margaret Wellde 2000 Trust 0 0 0 0 The Kelsey Fithian 2000 Trust 0 0 0 0 The Kenneth Litzenberger 2000 Grantor Retained Annuity Trust 0 0 0 0 The Kenneth Litzenberger Remainder Trust 0 0 0 0 The Kimberly R. Textor 2000 Trust 0 0 0 0 The Kyle F. Textor 2000 Trust 0 0 0 0 The Lawrence R. Buchalter 2000 Annuity Trust I 0 0 0 0 The Lawrence R. Buchalter 2000 Family Trust 0 0 0 0 The Lee G. Vance 2000 Annuity Trust I 0 0 0 0 The Lee G. Vance 2000 Family Trust 0 0 0 0 The Leslie C. Tortora 2000 Annuity Trust I 0 0 0 0
26 27
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED ITEM 1 UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES -------------------------- -------------- ----------- ---------------- ----------- ---------------- Lloyd C. Blankfein 2000 Family Trust 0 0 0 0 Lloyd C. Blankfein 2000 GRAT 0 0 0 0 The Louise Rice Townsend 2000 Trust 0 0 0 0 M. Roch Hillenbrand Trust f/b/o C. Justin Hillenbrand 0 0 0 0 M. Roch Hillenbrand Trust f/b/o Molly D. Hillenbrand 0 0 0 0 The Mallory G. Neidich 2000 Trust 0 0 0 0 Mark Dehnert Living Trust 0 0 0 0 The Mary Agnes Reilly Kiernan 2000 Trust 0 0 0 0 The Mary Ann Casati Trust 0 0 0 0 The Matthew D. Rogers 2000 Trust 0 0 0 0 The Matthew Peter Mortara 2000 Trust 0 0 0 0 The Maya Bettina Linden 2000 Trust 0 0 0 0 The Merritt Moore Townsend 2000 Trust 0 0 0 0 The Mesdag Family Trust 0 0 0 0 The Michael D. Ryan 2000 Annuity Trust I 0 0 0 0 The Michael D. Ryan 2000 Family Trust 0 0 0 0 The Michael J. Zamkow 2000 Annuity Trust I 0 0 0 0 The Michael J. Zamkow 2000 Family Trust 0 0 0 0 The Michael P. Mortara 2000 Annuity Trust I 0 0 0 0 The Michael Paul Mortara 2000 Trust 0 0 0 0 The Michael Stecher 2000 Trust 0 0 0 0 The Milton R. Berlinski 2000 Annuity Trust I 0 0 0 0 The Mossavar-Rahmani 2000 Annuity Trust I 0 0 0 0 The Mossavar-Rahmani 2000 Family Trust 0 0 0 0
27 28
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED ITEM 1 UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES - --------------------------- -------------- ----------- ---------------- ------------ ---------------- The Natalie Cailyn Rogers 2000 Trust 0 0 0 0 The Nina B. Haydock 2000 Trust 0 0 0 0 The Peter C. Gerhard 2000 Annuity Trust I 0 0 0 0 The Peter C. Gerhard 2000 Family Trust 0 0 0 0 The Peter D. Kiernan, III 2000 Annuity Trust I 0 0 0 0 The Peter Kiernan IV 2000 Trust 0 0 0 0 The Peter S. Kraus 2000 Annuity Trust I 0 0 0 0 The Philip D. Murphy 2000 Annuity Trust I 0 0 0 0 The Philip D. Murphy 2000 Family Trust 0 0 0 0 The Ralph F. Rosenberg 2000 Annuity Trust I 0 0 0 0 The Ralph F. Rosenberg 2000 Family Trust 0 0 0 0 The Randolph L. Cowen 2000 Family Trust 0 0 0 0 The Rebecca Viniar 2000 Trust 0 0 0 0 The Richard A. Sapp 2000 Annuity Trust I 0 0 0 0 The Richard A. Sapp 2000 Family Trust 0 0 0 0 The Richard E. Witten 2000 Annuity Trust I 0 0 0 0 The Richard G. Sherlund 2000 Annuity Trust I 0 0 0 0 The Robert K. Steel 2000 Annuity Trust I 0 0 0 0 The Robert B. Litterman 2000 Annuity Trust I 0 0 0 0 The Robert B. Litterman 2000 Family Trust 0 0 0 0 The Robert J. Hurst 2000 Annuity Trust I 0 0 0 0 The Robert J. Hurst 2000 Family Trust 0 0 0 0 The Robert J. Katz 2000 Annuity Trust I 0 0 0 0 The Robert J. O Shea 2000 Annuity Trust I 0 0 0 0 The Robert J. O Shea 2000 Family Trust 0 0 0 0
28 29
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED ITEM 1 UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES - --------------------------- --------------- ----------- ---------------- ----------- ---------------- The Robert J. Pace 2000 Annuity Trust I 0 0 0 0 The Robert J. Pace 2000 Family Trust 0 0 0 0 The Robin Neustein 2000 Annuity Trust I 0 0 0 0 The Sarah Delacy Kiernan 2000 Trust 0 0 0 0 The Sarah Rose Berlinski 2000 Trust 0 0 0 0 The Scott B. Kapnick 2000 Annuity Trust I 0 0 0 0 The Scott B. Kapnick 2000 Family Trust 0 0 0 0 Scott M. Pinkus 2000 Family Trust 0 0 0 0 Scott M. Pinkus 2000 GRAT 0 0 0 0 The Stephen M. Neidich 2000 Trust 0 0 0 0 The Steven M. Heller, Jr. 2000 Trust 0 0 0 0 The Steven T. Mnuchin 2000 Annuity Trust I 0 0 0 0 The Steven T. Mnuchin 2000 Family Trust 0 0 0 0 The Stuart Mark Rothenberg 2000 Annuity Trust I 0 0 0 0 The Stuart Mark Rothenberg 2000 Family Trust 0 0 0 0 The Terence M. O Toole 2000 Annuity Trust I 0 0 0 0 The Terence M. O Toole 2000 Family Trust 0 0 0 0 The Tess Augusta Linden 2000 Trust 0 0 0 0 Trust for the benefit of David Ford, Jr. under Indenture of Trust B of David B. Ford dated 6/16/00 0 0 0 0 Trust for the benefit of Jamie Ford under Indenture of Trust B of David B Ford dated as of 6/16/00 0 0 0 0
29 30
ITEM 6 ITEM 9 CITIZENSHIP ITEM 7 SOLE ITEM 10 (UNITED STATES SOLE VOTING ITEM 8 DISPOSITIVE SHARED ITEM 1 UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES - ----------------------------- -------------- ----------- ---------------- ----------- ---------------- The Walter H. Haydock 2000 Annuity Trust I 0 0 0 0 The Walter H. Haydock, Jr. 2000 Trust 0 0 0 0 The William C. Sherlund 2000 Trust 0 0 0 0 The William Keith Litzenberger 2000 Grantor Retained Annuity Trust 0 0 0 0 The William Keith Litzenberger Remainder Trust 0 0 0 0 The Zachariah Cobrinik 2000 Annuity Trust I 0 0 0 0 The Zachariah Cobrinik Family 2000 Trust 0 0 0 0 PARTNERSHIPS Beech Associates, L.P. 0 0 0 0 Daniel G. Brennan Family Limited Partnership 0 0 0 0 Greenley Partners, L.P. 0 0 0 0 HEMPA Limited Partnership 0 0 0 0 The Litzenberger Family Limited Partnership 0 0 0 0 Mesdag Family Limited Partnership 0 0 0 0 Mijen Family Partnership 0 0 0 0 The Rizner Family Limited Partnership 0 0 0 0
30 31 This Amendment No. 2 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. 2 is being filed principally because on June 16, 2000, certain Covered Persons transferred Covered Shares to estate planning vehicles, which became parties to the Shareholders' Agreement referred to in Item 2 below. 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., a Delaware corporation (together with its subsidiaries and affiliates, "GS Inc."). 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 persons ("Covered Persons") who beneficially own Common Stock subject to a Shareholders' Agreement ("Covered Shares"), dated as of May 7, 1999, to which the Covered Persons are party (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. This Schedule contains certain information relating to Sumitomo Bank Capital Markets, Inc. ("SBCM") and Kamehameha Activities Association ("KAA"), who may be deemed to be members of a "group" with the Covered Persons. Each Covered Person hereby disclaims beneficial ownership of the shares of Common Stock and other equity securities of GS Inc. subject to the Voting Agreements between SBCM and KAA, respectively, on the one hand, and GS Inc., on the other hand (respectively, the "SBCM Shares" and the "KAA Shares"). All information contained in this Schedule relating to SBCM and KAA has been included based upon information provided by SBCM and KAA; the separate Schedules 13D filed by SBCM and KAA and any amendments thereto should be referred to for information relating to SBCM and KAA. Appendix A hereto also provides the citizenship of each Covered Person, if other than the United States. Each Covered Person who is an individual (an "Individual Covered Person") is a senior professional employed or formerly employed by GS Inc. GS Inc. is a global investment banking and securities firm. Each of The Daniel G. Brennan Family Limited Partnership, Mark Dehnert Living Trust, Mijen Family Partnership and The Rizner Family Limited Partnership, and each other Covered Person who is not an individual (the "Estate Planning Covered Persons") is a trust or a limited partnership created by an Individual Covered Person solely for estate planning purposes. The Covered Persons listed in Appendix A under the caption "Partnerships" are limited partnerships of which an Individual Covered Person is general partner. Except as indicated on Annex A, the business address of each Covered Person for purposes of this Schedule is 85 Broad Street, New York, New York 10004. (d), (e) Except as described in Annex B, during the last five years, no Covered Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in such Covered Person 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 Shares have been and will be acquired by the Covered Persons in the following manner: (i) the former profit participating limited partners active in the business of The Goldman Sachs Group, L.P. ("Group L.P.") acquired certain Covered Shares 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") acquired certain Covered Shares in exchange for their interests in Hull; (iii) the Individual Covered Persons have acquired and will acquire beneficial ownership of certain other Covered Shares in connection with GS Inc.'s initial public offering and/or pursuant to GS Inc.'s employee compensation, benefit or similar plans; and (iv) the Estate Planning Covered Persons have acquired and will acquire beneficial ownership of their Covered Shares as contributions or gifts made for estate planning purposes by Individual Covered Persons. 31 32 Covered Persons may from time to time acquire Common Stock not subject to the Shareholders' Agreement ("Uncovered Shares") 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 Individual Covered Persons, other than the Hull Covered Persons, acquired the Covered Shares in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering and through certain employee compensation, benefit or similar plans of GS Inc. The Hull Covered Persons acquired the Covered Shares in connection with the acquisition by GS Inc. of Hull and through certain employee compensation, benefit or similar plans of GS Inc. The Estate Planning Covered Persons acquired the Covered Shares as contributions or gifts made for estate planning purposes by Individual Covered Persons, and the provisions of the organizational documents of certain Estate Planning Covered Persons provide for the distribution of Common Stock to certain other Covered Persons. As a condition to the contribution or gift of the Covered Shares, the Shareholders' Committee required that each Estate Planning Covered Person agree to become a party to the Shareholders' Agreement and to be bound by the Partner Transfer Restrictions referred to in Item 6 below. Covered Persons may from time to time acquire Uncovered Shares for investment purposes. Except as described in Item 6 and except for the acquisition by Covered Persons 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 their acquisition of additional Common Stock 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 may at any time and from time to time acquire or dispose of shares of Common Stock. 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 and disclaims beneficial ownership of the SBCM Shares and the KAA Shares. Except as described in Annex C, 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 and Appendix A set forth the percentage range of Covered Shares as to which there is sole power to vote or direct the vote or to dispose or direct the disposition; the number of Uncovered Shares as to which there is sole power to vote or direct the vote or to dispose or direct the disposition; and the number of shares of Common Stock as to which there is shared power to vote or direct the vote or to dispose or direct the disposition. The power to vote Covered 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 and disclaims beneficial ownership of the SBCM Shares and the KAA Shares. (c) Except as described in Annex D, no Covered Person has effected any transactions in Common Stock during 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 executed by or on behalf of the Estate Planning Covered Persons, are filed as Exhibits to this Schedule 13D and the following summary of the terms of the Shareholders' Agreement is qualified in its entirety by reference thereto. References to the "board of directors" are to the board of directors of The Goldman Sachs Group, Inc. 32 33 The Covered Shares include generally all Common Stock acquired or to be acquired from GS Inc. by the Covered Persons. Covered Shares include: shares of Common Stock acquired by the former profit participating limited partners active in the business of Group L.P. in exchange for their interests in Group L.P. and certain of its affiliates; shares of Common Stock acquired by the Hull Covered Persons in exchange for their interests in Hull; shares of Common Stock acquired or to be acquired through the grant of restricted stock units, stock options and interests in a defined contribution plan (except for certain Uncovered Shares as specified in Appendix A); shares of Common Stock acquired or to be acquired by Estate Planning Covered Persons from Individual Covered Persons for estate planning purposes and shares of Common Stock to be distributed by Estate Planning Covered Persons to Individual Covered Persons or to other Estate Planning Covered Persons; and, unless otherwise determined by the board of directors and the Shareholders' Committee, any shares of Common Stock acquired or to be acquired by the Covered Persons from GS Inc. through any other employee compensation, benefit or similar plan. Covered Shares do not include any shares of Common Stock purchased or to be purchased by a Covered Person in the open market or in a subsequent underwritten public offering. TRANSFER RESTRICTIONS Each Individual Covered Person has agreed in the Shareholders' Agreement, among other things, to retain beneficial ownership of Covered Shares at least equal to 25% of the cumulative number of Covered Shares beneficially owned by him or her at the time he or she became a Covered Person or acquired by him or her thereafter and with no credit for dispositions (the "General Transfer Restrictions") for so long as he or she is a Covered Person and an employee of GS Inc. (an "Employee Covered Person"). The former profit participating limited partners active in the business of Group L.P. will also be subject to limitations on their ability to transfer Covered Shares received in connection with the succession of GS Inc. to the business of Group L.P. These restrictions will also apply to the Covered Shares acquired by the Hull Covered Persons in exchange for their interests in Hull. Under these restrictions, each such former profit participating limited partner and Hull Covered Person has agreed not to transfer such Covered Shares until May 7, 2002, the third anniversary of the date of GS Inc.'s initial public offering of its Common Stock (the "Partner Transfer Restrictions" and, together with the General Transfer Restrictions, the "Transfer Restrictions"). The Partner Transfer Restrictions will lapse as to such Covered Shares in equal installments on each of May 7, 2002, May 7, 2003 and May 7, 2004. The Covered Shares held by Estate Planning Covered Persons are subject to the same Partner Transfer Restrictions that applied to such Covered Shares prior to the contribution or gift; the Partner Transfer Restrictions will lapse as to such Covered Shares on May 7, 2004. The Transfer Restrictions applicable to an Individual Covered Person (and his or her Estate Planning Covered Persons) terminate upon the death of the Individual Covered Person. WAIVERS Except in the case of a third-party tender or exchange offer, the Partner Transfer Restrictions may be waived or terminated at any time by the Shareholders' Committee described below under "Information Regarding the Shareholders' Committee". The Shareholders' Committee also has the power to waive the Transfer Restrictions to permit Covered Persons to: participate as sellers in underwritten public offerings of Common Stock and tender and exchange offers and share repurchase programs by GS Inc.; transfer Covered Shares to charities, including charitable foundations; transfer Covered Shares held in employee benefit plans; and transfer Covered Shares in specific transactions (for example, to immediate family members and trusts) or other circumstances. The Shareholders' Committee waived the Partner Transfer Restrictions in order to permit the transfers of Covered Shares to the Estate Planning Covered Persons. As a condition to these transfers, the Shareholders' Committee required that each Estate Planning Covered Person agree to become a party to the Shareholders' Agreement and to be bound by the Partner Transfer Restrictions. 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 Voting Interests (as defined below); or if the board of directors is recommending rejection of the tender or exchange offer, by 66 2/3% of the outstanding Voting Interests. In the case of a tender or exchange offer by GS Inc., a majority of the outstanding Voting Interests may also elect to waive or terminate the Transfer Restrictions. 33 34 VOTING Prior to any vote of the shareholders of GS Inc., the Shareholders' Agreement requires a separate, preliminary vote of the Voting Interests on each matter upon which a vote of the shareholders is proposed to be taken (the "Preliminary Vote"). Each Covered Share held by an Employee Covered Person and each other Covered Share subject to the Partner Transfer Restrictions will be voted in accordance with the majority of the votes cast by the Voting Interests in the Preliminary Vote. In elections of directors, each Covered Share will be voted in favor of the election of those persons receiving the highest numbers of votes cast by the Voting Interests in the Preliminary Vote. "Voting Interests" are Covered Shares beneficially owned by all Covered Persons through December 31, 2000 and thereafter are Covered Shares beneficially owned by all Employee Covered Persons. OTHER RESTRICTIONS The Shareholders' Agreement also prohibits the 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 Covered Shares in a voting trust or subject any Covered Shares 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 Voting Interests. The Partner Transfer Restrictions will not terminate upon the expiration or termination of the Shareholders' Agreement unless previously waived or terminated or unless subsequently waived or terminated by the board of directors. The Shareholders' Agreement may generally be amended at any time by a majority of the outstanding Voting Interests. 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 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 shall at any time consist of each of those individuals who are both Employee 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 Employee 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 Employee 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 Employee Covered Persons. Currently, Henry M. Paulson, Jr., Robert J. Hurst, John A. Thain and John L. Thornton are the members of the Shareholders' Committee. VOTING AGREEMENTS Both SBCM and KAA have, in separate voting agreements, each dated April 30, 1999 (each, a "Voting Agreement"), agreed to vote their shares of Common Stock and all other voting securities of GS Inc. in the same manner as a majority of the shares of Common Stock held by the managing directors of GS Inc. are voted for so long as they hold voting securities of GS Inc. It is expected that for so long as the Shareholders' Agreement remains in effect, the Voting Agreements will result in the shares of Common Stock owned by SBCM and KAA being voted in the same manner as the Covered Shares. The Covered Persons are not parties to the Voting Agreements, and the Voting Agreements are not enforceable by the Covered Persons, will continue to exist independent of the existence of the Shareholders' Agreement and may be amended, waived or canceled by GS Inc. without any consent or approval of the Covered Persons. The Voting Agreements are filed as exhibits to this Schedule 13D and the foregoing summary of these agreements is qualified in its entirety by reference thereto. 34 35 Each Covered Person hereby disclaims beneficial ownership of the SBCM Shares and the KAA Shares. PLEDGE AGREEMENTS Each profit participating limited partner who was active in the business of Group L.P. on May 7, 1999 has pledged to GS Inc. Common Stock or other assets with an initial value equal to $15 million for each such person who initially serves on the board of directors, the Management Committee or the Partnership Committee of GS Inc. and $10 million for each other such person. This pledge secures the liquidated damages provision of a noncompetition agreement which each such person has entered into with GS Inc. The form of agreement relating to noncompetition and other covenants and the form of pledge agreement are filed as exhibits to this Schedule 13D and the foregoing summary of these agreements is qualified in its entirety by reference thereto. In addition, Masanori Mochida, a Covered Person, has pledged 135,428 shares of Common Stock (all of which are Uncovered Shares) to GS Inc. as security for a loan made by Group L.P. to him. The pledge agreement relating to such 135,428 shares is filed as an exhibit to this Schedule 13D and the foregoing summary of this agreement is qualified in its entirety by reference thereto. REGISTRATION RIGHTS INSTRUMENT In connection with the donation of shares of Common Stock to charitable organizations discussed in footnote 4 on the cover page to this Schedule, GS Inc. entered into a Registration Rights Instrument and Supplemental Registration Rights Instrument. The following is a description of the Registration Rights Instrument, as supplemented. The Registration Rights Instrument and the Supplemental Registration Rights Instrument 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, as supplemented, 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, as supplemented, 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 of 1933. GS Inc. may amend the Registration Rights Instrument and the Supplemental Registration Rights Instrument in any matter 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. Item 7. Material to be Filed as Exhibits
Exhibit Description A. Shareholders' Agreement, dated as of May 7, 1999 (incorporated by reference to Exhibit A to the Schedule 13D filed May 17, 1999 (File No. 005-56295) (the "Initial Schedule 13D")). B. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Trustees of the Estate of Bernice Pauahi Bishop and Kamehameha Activities Association (incorporated by reference to Exhibit B to the Initial Schedule 13D). C. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Sumitomo Bank, Limited and Sumitomo Bank Capital Markets, Inc. (incorporated by reference to Exhibit C to the Initial Schedule 13D).
35 36
D. Form of Agreement Relating to Noncompetition and Other Covenants (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). E. Form of Pledge Agreement (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). F. Pledge Agreement, dated May 5, 1999, between Masanori Mochida and The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit F to the Initial Schedule 13D). G. Registration Rights Instrument (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295). H. Supplemental Registration Rights Instrument (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295). I. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. J. Form of Counterpart to Shareholders' Agreement for former retired limited partners of The Goldman Sachs Group, L.P. who are currently managing directors of The Goldman Sachs Group, Inc. K. Power of Attorney (incorporated by reference to Exhibit I to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295).
36 37 ANNEX A ITEM 2(B). CERTAIN BUSINESS ADDRESSES None. 37 38 ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS None. 38 39 ANNEX C ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE EXERCISABLE WITHIN 60 DAYS SBCM holds 7,440,362 shares of Nonvoting Common Stock which, although immediately convertible into Common Stock, cannot currently be converted by SBCM due to restrictions imposed under the Bank Holding Company Act of 1956, as amended. On June 21, 2000, 1,736,657 shares of Common Stock will be delivered pursuant to the terms of an equal number of restricted stock units. These shares of Common Stock will be Covered Shares. 39 40 ANNEX D ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED DURING THE LAST 60 DAYS BY THE COVERED PERSONS On June 16, 2000, 17,723,711 Covered Shares were contributed or gifted to the Estate Planning Covered Persons by 83 Individual Covered Persons. The transfer restrictions were reimposed on such Covered Shares immediately upon the completion of the contribution or gift. In addition, the following sales of shares of Common Stock were made by the following Covered Persons within the last 60 days through Goldman, Sachs & Co. for cash on the New York Stock Exchange:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE John P. Curtin, Jr. May 11, 2000 25,938 $83.0474 John P. Curtin, Jr. May 12, 2000 25,000 83.0469 John P. Curtin, Jr. May 15, 2000 25,000 87.00 John P. Curtin, Jr. June 14, 2000 15,330 90.0122 John P. Curtin, Jr. June 15, 2000 9,670 90.00 Charles T. Harris III May 11, 2000 10,375 83.0474 Charles T. Harris III May 12, 2000 5,000 80.25 Christopher K. Norton June 14, 2000 29,274 90.0122 Christopher K. Norton June 15, 2000 18,465 90.00 Peter Wheeler May 9, 2000 20,000 86.00 Peter Wheeler May 10, 2000 20,000 83.00 Peter Wheeler May 12, 2000 10,000 80.25 Peter Wheeler May 12, 2000 10,000 80.25
40 41 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: June 21, 2000 By: /s/ Gregory K. Palm -------------------------- Name: Gregory K. Palm Title: Attorney-in-Fact 41 42 EXHIBIT INDEX
Exhibit Description - -------------------------------------------------------------------------------- A. Shareholders' Agreement, dated as of May 7, 1999 (incorporated by reference to Exhibit A to the Schedule 13D filed May 17, 1999 (File No. 005-56295) (the "Initial Schedule 13D")). B. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Trustees of the Estate of Bernice Pauahi Bishop and Kamehameha Activities Association (incorporated by reference to Exhibit B to the Initial Schedule 13D). C. Voting Agreement, dated as of April 30, 1999, by and among The Goldman Sachs Group, Inc., The Sumitomo Bank, Limited and Sumitomo Bank Capital Markets, Inc. (incorporated by reference to Exhibit C to the Initial Schedule 13D). D. Form of Agreement Relating to Noncompetition and Other Covenants (incorporated by reference to Exhibit 10.20 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). E. Form of Pledge Agreement (incorporated by reference to Exhibit 10.21 to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). F. Pledge Agreement, dated May 5, 1999, between Masanori Mochida and The Goldman Sachs Group, Inc. (incorporated by reference to Exhibit F to the Initial Schedule 13D). G. Registration Rights Instrument (incorporated by reference to Exhibit G to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295). H. Supplemental Registration Rights Instrument (incorporated by reference to Exhibit H to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295). I. Form of Counterpart to Shareholders' Agreement for former profit participating limited partners of The Goldman Sachs Group, L.P. J. Form of Counterpart to Shareholders' Agreement for former retired limited partners of The Goldman Sachs Group, L.P. who are currently managing directors of The Goldman Sachs Group, Inc. K. Power of Attorney (incorporated by reference to Exhibit I to Amendment No. 1 to the Initial Schedule 13D, filed December 17, 1999 (File No. 005-56295).
42 EX-99.I 2 0002.txt FORM OF COUNTERPART TO SHAREHOLDERS' AGREEMENT 1 EXHIBIT I [For PMD Transferees] COUNTERPART TO THE SHAREHOLDERS' AGREEMENT WHEREAS, the undersigned party (the "Transferor") to the Shareholders' Agreement, dated as of May 7, 1999, among The Goldman Sachs Group, Inc. (the "Company") and the Covered Persons listed on Appendix A thereto, as amended from time to time (the "Shareholders' Agreement"), has proposed to Transfer (as defined in the Shareholders' Agreement) shares of common stock (the "Transferred Shares") of the Company to the undersigned transferee (the "Transferee"). NOW, THEREFORE, in consideration of the Transfer of the Transferred Shares and the waiver granted by the Shareholders' Committee (as defined in the Shareholders' Agreement) to permit such Transfer: I. The Transferee hereby agrees, represents and warrants that, upon the completion of the Transfer: 1. The Transferred Shares will continue to be subject to the restrictions on transfer (the "Transfer Restrictions") set forth in the third bullet point under the caption "PLP Restrictions" in Section 7 of the Plan of Incorporation (as defined in the Shareholders' Agreement), and the Transferee and the Transferred Shares will be subject to all the other provisions of the Plan of Incorporation, including the applicable hedging restrictions and custody arrangements, that applied to the Transferor and the Transferred Shares immediately prior to the Transfer. The Transferee acknowledges receipt of, and agrees to abide by, the PMD Hedging and Pledging Restrictions, as amended as of April 2000. 2. The Transferee will become a Covered Person under the Shareholders' Agreement and will remain a Covered Person so long as the Transfer Restrictions are in effect. Once the Transfer Restrictions terminate, the Transferee will be removed from Appendix A to the Shareholders' Agreement. 3. The Transferred Shares will be treated as Covered Shares and Voted Covered Shares under the Shareholders' Agreement until the termination of the Transfer Restrictions; provided, however, that the Transferee will not be subject to the General Transfer Restriction in Section 2.2 of the Shareholders' Agreement. 4. Until the earlier of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person,, Section 2.3(c) of the Shareholders' Agreement will be applicable to the Transferee as if the Transferee were an Employee Covered Person under the Shareholders' Agreement, but the Transferee will not be considered an Employee Covered Person for any other purpose. 5. In the case of a Transferee that is a grantor retained annuity trust, the Transferee will notify the Company at least five business days prior to any Transfer of Transferred Shares, including Transfers of Transferred Shares to the Transferor as annuity payments or otherwise. Such notice will specify the date of the Transfer, the number of shares to be Transferred and to whom they are to be Transferred. 2 II. The Transferor hereby agrees, represents and warrants that, upon the completion of the Transfer: 1. If the Transferee is a grantor retained annuity trust, the undersigned remaindermen of the Transferee (the "Remaindermen") are the only entities, other than the Transferor, that can receive any Transferred Shares prior to the termination of the Transfer Restrictions. 2. Unless otherwise determined by the Shareholders' Committee, any Transferred Shares reacquired by the Transferor will be Covered Shares until the later of (i) the termination of the Transfer Restrictions and (ii) the Transferor ceasing to be a party to the Shareholders' Agreement. For Transferees that are grantor retained annuity trusts that will terminate at a time when any of the Transferred Shares would still be subject to the Transfer Restrictions: III. The Remaindermen hereby agree, represent and warrant that, upon the completion of the Transfer: 1. The Transferred Shares will continue to be subject to the Transfer Restrictions, and each Remainderman and the Transferred Shares will be subject to all the other provisions of the Plan of Incorporation, including the applicable hedging restrictions and custody arrangements, that applied to the Transferor and the Transferred Shares immediately prior to the Transfer. Each Remainderman acknowledges receipt of, and agrees to abide by, the PMD Hedging and Pledging Restrictions, as amended as of April 2000. 2. Each Remainderman will become a Covered Person under the Shareholders' Agreement and will remain a Covered Person so long as the Transfer Restrictions are in effect. Once the Transfer Restrictions terminate, each Remainderman will be removed from Appendix A to the Shareholders' Agreement. 3. The Transferred Shares will be treated as Covered Shares and Voted Covered Shares under the Shareholders' Agreement until the termination of the Transfer Restrictions; provided, however, that no Remainderman will be subject to the General Transfer Restriction in Section 2.2 of the Shareholders' Agreement. 4. Until the termination of the Transfer Restrictions, Section 2.3(c) of the Shareholders' Agreement will be applicable to each Remainderman as if such Remainderman were an Employee Covered Person under the Shareholders' Agreement, but no Remainderman will be considered an Employee Covered Person for any other purpose. -2- 3 Agreed, as of __________, 2000: ______________________________ (Print name of Transferee) By:___________________________ Name: Title: Agreed, as of __________, 2000: ______________________________ (Print name of Transferor) By:___________________________ Name: Title: Agreed, as of __________, 2000: ______________________________ (Print name of Remainderman) By:___________________________ Name: Title: Agreed, as of __________, 2000: ______________________________ (Print name of Remainderman) By:___________________________ Name: Title: Agreed, as of __________, 2000: ______________________________ (Print name of Remainderman) By:___________________________ Name: Title: Agreed, as of __________, 2000: ______________________________ (Print name of Remainderman) By:___________________________ Name: Title: EX-99.J 3 0003.txt FORM OF COUNTERPART TO SHAREHOLDERS' AGREEMENT 1 EXHIBIT J [For RLP MD Transferees] COUNTERPART TO THE SHAREHOLDERS' AGREEMENT WHEREAS, the undersigned party (the "Transferor") to the Shareholders' Agreement, dated as of May 7, 1999, among The Goldman Sachs Group, Inc. (the "Company") and the Covered Persons listed on Appendix A thereto, as amended from time to time (the "Shareholders' Agreement"), has proposed to Transfer (as defined in the Shareholders' Agreement) shares of common stock (the "Transferred Shares") of the Company to the undersigned transferee (the "Transferee"). NOW, THEREFORE, in consideration of the Transfer of the Transferred Shares and the waivers granted by the Company's Board of Directors and the Shareholders' Committee (as defined in the Shareholders' Agreement) to permit such Transfer: I. The Transferee hereby agrees, represents and warrants that, upon the completion of the Transfer: 1. The Transferred Shares will continue to be subject to the restrictions on transfer (the "Transfer Restrictions") set forth in the second bullet point under the caption "RLP Restrictions" in Section 7 of the Plan of Incorporation (as defined in the Shareholders' Agreement), and the Transferee and the Transferred Shares will be subject to all the other provisions of the Plan of Incorporation, including the applicable hedging restrictions and custody arrangements, that applied to the Transferor and the Transferred Shares immediately prior to the Transfer. The Transferee acknowledges receipt of, and agrees to abide by, the RLP Managing Director Hedging and Pledging Restrictions, as amended as of April 2000. 2. The Transferee will become and, until the earlier of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person, will remain a Covered Person under the Shareholders' Agreement. Upon the occurrence of the earlier of either such event, the Transferee will be removed from Appendix A to the Shareholders' Agreement. 3. The Transferred Shares will be treated as Covered Shares and Voted Covered Shares under the Shareholders' Agreement until the earlier of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferee ceases to be a party to the Shareholders' Agreement; provided, however, that the Transferee will not be subject to the General Transfer Restriction in Section 2.2 of the Shareholders' Agreement. 4. Until the earlier of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person, Sections 2.3(b) and (c) of the Shareholders' Agreement will be applicable to the Transferee as if the Transferee were an Employee Covered Person under the Shareholders' Agreement, but the Transferee will not be considered an Employee Covered Person for any other purpose. 2 5. In the case of a Transferee that is a grantor retained annuity trust, the Transferee will notify the Company at least five business days prior to any Transfer of Transferred Shares, including Transfers of Transferred Shares to the Transferor as annuity payments or otherwise. Such notice will specify the date of the Transfer, the number of shares to be Transferred and to whom they are to be Transferred. II. The Transferor hereby agrees, represents and warrants that, upon the completion of the Transfer: 1. If the Transferee is a grantor retained annuity trust, the undersigned remaindermen of the Transferee (the "Remaindermen") are the only entities, other than the Transferor, that can receive any Transferred Shares prior to the termination of the Transfer Restrictions. 2. Unless otherwise determined by the Shareholders' Committee, any Transferred Shares reacquired by the Transferor will be Covered Shares so long as the Transferor is a party to the Shareholders' Agreement. For Transferees that are grantor retained annuity trusts that will terminate at a time when any of the Transferred Shares would still be subject to the Transfer Restrictions: III. The Remaindermen hereby agree, represent and warrant that, upon the completion of the Transfer: 1. The Transferred Shares will continue to be subject to the Transfer Restrictions, and each Remainderman and the Transferred Shares will be subject to all the other provisions of the Plan of Incorporation, including the applicable hedging restrictions and custody arrangements, that applied to the Transferor and the Transferred Shares immediately prior to the Transfer. Each Remainderman acknowledges receipt of, and agrees to abide by, the RLP Managing Director Hedging and Pledging Restrictions, as amended as of April 2000. 2. Each of the undersigned Remaindermen will become and, until the earlier of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person, will remain a Covered Person under the Shareholders' Agreement. Upon the occurrence of the earlier of either such event, each Remainderman will be removed from Appendix A to the Shareholders' Agreement. 3. The Transferred Shares will be treated as Covered Shares and Voted Covered Shares under the Shareholders' Agreement until the earlier of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferee ceases to be a party to the Shareholders' Agreement; -2- 3 provided, however, that no Remainderman will be subject to the General Transfer Restriction in Section 2.2 of the Shareholders' Agreement. 4. Until the earlier of (i) the termination of the Transfer Restrictions and (ii) the date on which the Transferor ceases to be an Employee Covered Person, Sections 2.3(b) and (c) of the Shareholders' Agreement will be applicable to each Remainderman as if such Remainderman were an Employee Covered Person under the Shareholders' Agreement, but no Remainderman will be considered an Employee Covered Person for any other purpose. -3- 4
Agreed, as of __________, 2000: ____________________________ (Print name of Transferee) By:_________________________ Name: Title: Agreed, as of __________, 2000: ____________________________ (Print name of Transferor) By:_________________________ Name: Title: Agreed, as of __________, 2000: ____________________________ (Print name of Remainderman) By:_________________________ Name: Title: Agreed, as of __________, 2000: ____________________________ (Print name of Remainderman) By:_________________________ Name: Title: Agreed, as of __________, 2000: ____________________________ (Print name of Remainderman) By:_________________________ Name: Title: Agreed, as of __________, 2000: ____________________________ (Print name of Remainderman) By:_________________________ Name: Title:
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