-----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, Gatau/NGSdXEa1p0zmIbE9KYdMq5bBkLNIgHHToKeolZH0LfA8ZUodF4MN9HEV9o 7+JzNCxOWZnZZerqcwnOJA== /in/edgar/work/0000950123-00-006435/0000950123-00-006435.txt : 20000712 0000950123-00-006435.hdr.sgml : 20000712 ACCESSION NUMBER: 0000950123-00-006435 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000711 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: 670868 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 sc13da.txt GOLDMAN SACHS GROUP INC 1 SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 File No. 005-56295 ----------------------------------------------------- SCHEDULE 13D/A (Rule 13d-101) Amendment No. 4 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) July 5, 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 Appendix A BENEFICIALLY OWNED BY REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8. SHARED VOTING POWER (See Item 6) (Applies to each person listed on Appendix A.) 273,873,120 Covered Shares held by Covered Persons 6,101 Uncovered Shares held by Covered Persons(3) 1,585,158 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 275,464,379(7) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (Applies to each person listed on Appendix A.) [X](7) - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.6%(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"; CO as to persons listed in Appendix A under the caption "Corporations"; 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 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED 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 Netherlands 0 0 0 0 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 Arabia 0 0 0 0 Jaime I. Bergel Spain 0 0 0 0 Milton R. Berlinski The Netherlands 0 0 0 0 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 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED 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 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED 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 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED 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 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED 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 Netherlands 0 0 0 0 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 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED 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 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 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED SHARES UNCOVERED 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. Hoffman-Zehner Canada 0 0 0 0 Christopher G. Hogg New Zealand/USA 0 0 0 0 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 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED 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 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED 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 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED 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 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 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED 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 0 0 0 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 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED 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 22 0 22 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 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED 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 6 ITEM 7 ITEM 8 ITEM 10 CITIZENSHIP SOLE VOTING SHARED VOTING ITEM 9 SHARED (UNITED STATES POWER OF POWER OF SOLE DISPOSITIVE DISPOSITIVE ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED POWER OF POWER OF NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES UNCOVERED 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 10 ITEM 6 ITEM 7 ITEM 9 SHARED CITIZENSHIP SOLE VOTING ITEM 8 SOLE DISPOSITIVE (UNITED STATES POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 10 ITEM 6 ITEM 7 ITEM 9 SHARED CITIZENSHIP SOLE VOTING ITEM 8 SOLE DISPOSITIVE (UNITED STATES POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 Japan 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 10 ITEM 6 ITEM 7 ITEM 9 SHARED CITIZENSHIP SOLE VOTING ITEM 8 SOLE DISPOSITIVE (UNITED STATES POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 10 ITEM 6 ITEM 7 ITEM 9 SHARED CITIZENSHIP SOLE VOTING ITEM 8 SOLE DISPOSITIVE (UNITED STATES POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES 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 35(12) 0 35(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 1,585,158 0 1,585,158 charitable foundations established by 92 Covered Persons each of whom is a co-trustee of one or more of such private charitable foundations(13)
(12) Shared with family members. (13) Each Covered Person disclaims beneficial ownership of all such shares of Common Stock. 21 22
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 ITEM 9 SHARED (NEW YORK SOLE VOTING ITEM 8 SOLE DISPOSITIVE UNLESS POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ TRUSTS - ------ 2000 Carlos A. Cordeiro Grantor Retained Annuity Trust 0 0 0 0 2000 Danny O. Yee 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 Kipp M. Nelson Grantor Retained Annuity Trust 0 0 0 0 2000 Mary Ann Casati Grantor Retained Annuity Trust 0 0 0 0 2000 Michael E. Novogratz Grantor Retained Annuity Trust 0 0 0 0 2000 Scott S. Prince Grantor Retained Annuity Trust 0 0 0 0 The Abby Joseph Cohen 2000 Annuity Trust I 0 0 0 0 The Abby Joseph Cohen 2000 Family Trust 0 0 0 0 The Adina R. Lopatin 2000 Trust 0 0 0 0 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
22 23
ITEM 6 PLACE OF ITEM 10 ORGANIZATION ITEM 7 ITEM 9 SHARED (NEW YORK SOLE VOTING ITEM 8 SOLE DISPOSITIVE UNLESS POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ------------ ------ ---------------- ---------------- ------ 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 Anahue Trust Jersey 0 0 0 0 Andrew L. Fippinger-Millennium 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 Ann F. Kaplan Two Year Trust Dated June 2000 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 Anthony D. Lauto 2000 Annuity Trust I 0 0 0 0 The Anthony D. Lauto 2000 Family Trust 0 0 0 0 The Arthur J. Reimers, III Defective Trust 2000 Connecticut 0 0 0 0 Arthur J. Reimers, III Grantor Retained Annuity Trust 2000 Connecticut 0 0 0 0 The Avi M. Nash 2000 Annuity Trust I 0 0 0 0 The Avi M. Nash 2000 Family Trust 0 0 0 0 The Bari Marissa Schwartz 2000 Trust 0 0 0 0 Barry A. Kaplan 2000 Family Trust 0 0 0 0 Barry A. Kaplan 2000 GRAT 0 0 0 0 The Barry L. Zubrow 2000 Annuity Trust I 0 0 0 0 The Barry L. Zubrow 2000 Family Trust 0 0 0 0
23 24
ITEM 10 ITEM 6 ITEM 7 ITEM 9 SHARED PLACE OF ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ 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 Caceres Novogratz Family 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 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 Cody J Smith 2000 Annuity Trust I 0 0 0 0 The Cody J Smith 2000 Family 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 Alexander Schwartz 2000 Trust 0 0 0 0 The Daniel M. Neidich 2000 Annuity Trust I 0 0 0 0 The Daniel W. Stanton 2000 Annuity Trust I 0 0 0 0 The Daniel W. Stanton, II 2000 Trust 0 0 0 0
24 25
ITEM 10 ITEM 6 ITEM 7 ITEM 9 SHARED PLACE OF ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Danny O. Yee Trust 0 0 0 0 The David B. Ford 2000 Annuity Trust DTD as of 6/16/2000 Pennsylvania 0 0 0 0 The David B. Heller 2000 Annuity Trust I 0 0 0 0 The David B. Heller 2000 Family Trust 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 New Jersey 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 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 California 0 0 0 0 Eff Warren Martin 2000 Grantor Retained Annuity Trust California 0 0 0 0 The Elizabeth Anne Corrigan 2000 Trust 0 0 0 0 The Elizabeth H. Coulson 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
25 26
ITEM 6 ITEM 10 PLACE OF ITEM 7 ITEM 9 SHARED ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Elizabeth M. Stanton 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 Frank L. Coulson III 2000 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 H. Walker 2000 Annuity Trust I 0 0 0 0 The George H. Walker 2000 Family Trust 0 0 0 0 The George W. Wellde, Jr. 2000 Annuity Trust I 0 0 0 0 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
26 27
ITEM 6 ITEM 10 PLACE OF ITEM 7 ITEM 9 SHARED ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF COVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------------- ---------------- ---------------- ---------------- ---------- 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 Greg M. Ostroff 2000 Annuity Trust I 0 0 0 0 The Greg M. Ostroff 2000 Family Trust 0 0 0 0 The Gregory H. Zehner 2000 Annuity Trust I 0 0 0 0 The Gregory H. Zehner 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 Guapulo Trust Jersey 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 Howard B. Schiller 2000 Annuity Trust I 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
27 28
ITEM 10 ITEM 6 ITEM 7 ITEM 9 SHARED PLACE OF ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Jennifer Lauren Alper 2000 Trust 0 0 0 0 JG 2000 Trust 0 0 0 0 JG 2000 Trust (continuing trust) 0 0 0 0 The John A. Thain Trust 0 0 0 0 The John J. Powers 2000 Family Trust 0 0 0 0 The John L. Townsend, III 2000 Annuity Trust I 0 0 0 0 The John O. Downing 2000 Annuity Trust I 0 0 0 0 The John O. Downing 2000 Family Trust 0 0 0 0 The John P. Curtin, Jr. 2000 Annuity Trust I 0 0 0 0 The John P. Curtin, Jr. 2000 Family Trust 0 0 0 0 The John R. Tormondsen 2000 Annuity Trust I 0 0 0 0 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 Jonathan M. Lopatin 2000 Annuity Trust I 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
28 29
ITEM 10 ITEM 6 ITEM 7 ITEM 9 SHARED PLACE OF ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Karsten Moller & Barbara Kahn-Moller Trust Jersey 0 0 0 0 The Katherine A.M. Stanton 2000 Trust 0 0 0 0 The Katheryn C. Coulson 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 Kevin W. Kennedy 2000 Annuity Trust I 0 0 0 0 The Kevin W. Kennedy 2000 Family Trust 0 0 0 0 The Kimberly Lynn Macaione 2000 Trust 0 0 0 0 The Kimberly R. Textor 2000 Trust 0 0 0 0 The Kipp M. Nelson Trust 0 0 0 0 The Kyle F. Textor 2000 Trust 0 0 0 0 The Lauren Schiller 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 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
29 30
ITEM 6 ITEM 10 PLACE OF ITEM 7 ITEM 9 SHARED ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ M. Roch Hillenbrand Trust f/b/o C. Justin Hillenbrand New Jersey 0 0 0 0 M. Roch Hillenbrand Trust f/b/o Molly D. Hillenbrand New Jersey 0 0 0 0 The Mallory G. Neidich 2000 Trust 0 0 0 0 The Marc A. Spilker 2000 Family Trust 0 0 0 0 The Mark A. Zurack 2000 Annuity Trust I 0 0 0 0 The Mark A. Zurack 2000 Family Trust 0 0 0 0 The Mark A. Zurack 2000 Issue Trust 0 0 0 0 Mark Dehnert Living Trust Illinois 0 0 0 0 The Mark Schwartz 2000 Annuity Trust I 0 0 0 0 The Mark Tercek 2000 Annuity Trust I 0 0 0 0 The Mark Tercek 2000 Family Trust 0 0 0 0 Marks 2000 0 0 0 0 Marks 2000 (continuing 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 Delaware 0 0 0 0 The Michael A. Price 2000 Annuity Trust I 0 0 0 0 The Michael A. Price 2000 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
30 31
ITEM 6 ITEM 10 PLACE OF ITEM 7 ITEM 9 SHARED ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ 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 Murphy 2000 0 0 0 0 Murphy 2000 (continuing trust) 0 0 0 0 The Natalie Cailyn Rogers 2000 Trust 0 0 0 0 The Nicole Schiller 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 Philip Darivoff 2000 Annuity Trust I 0 0 0 0 The Rachel M. Darivoff 2000 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
31 32
ITEM 10 ITEM 6 ITEM 7 ITEM 9 SHARED PLACE OF ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ Randal M. Fippinger-Millennium Trust 0 0 0 0 The Randolph L. Cowen 2000 Family Trust 0 0 0 0 Rayas Trust Jersey 0 0 0 0 The Rebecca Viniar 2000 Trust 0 0 0 0 The Richard A. Friedman 2000 Annuity Trust I 0 0 0 0 The Richard A. Friedman 2000 Family 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 Robert A. Fippinger, Jr.-Millennium Trust 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 B. Morris III 2000 Annuity Trust I 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 The Robert J. Pace 2000 Annuity Trust I 0 0 0 0 The Robert J. Pace 2000 Family Trust 0 0 0 0 The Robert K. Steel 2000 Annuity Trust I 0 0 0 0 The Robert B. Morris III 2000 Family Trust 0 0 0 0 The Robin Neustein 2000 Annuity Trust I 0 0 0 0
32 33
ITEM 10 ITEM 6 ITEM 7 ITEM 9 SHARED PLACE OF ORGANIZATION SOLE VOTING ITEM 8 SOLE DISPOSITIVE (NEW YORK POWER OF SHARED VOTING DISPOSITIVE POWER OF ITEM 1 UNLESS OTHERWISE UNCOVERED POWER OF POWER OF UNCOVERED NAMES OF REPORTING PERSONS INDICATED) SHARES UNCOVERED SHARES UNCOVERED SHARES SHARES -------------------------- ---------- ------ ---------------- ---------------- ------ The Samantha Schiller 2000 Trust 0 0 0 0 The Sarah B. Lopatin 2000 Trust 0 0 0 0 The Sarah Delacy Kiernan 2000 Trust 0 0 0 0 The Sarah M. Darivoff 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 New Jersey 0 0 0 0 Scott M. Pinkus 2000 GRAT New Jersey 0 0 0 0 The Scott S. Prince Trust 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 The Thomas K. Montag 2000 Annuity Trust I 0 0 0 0 The Thomas K. Montag 2000 Family Trust 0 0 0 0 The Tracy Richard Wolstencroft 2000 Annuity Trust I 0 0 0 0
33 34
ITEM 6 PLACE OF ITEM 9 ORGANIZATION ITEM 7 SOLE ITEM 10 (NEW YORK SOLE VOTING ITEM 8 DISPOSITIVE SHARED ITEM 1 UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE NAMES OF REPORTING OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES ------- ---------- ------ ---------------- ------ ---------------- The Tracy Richard Wolstencroft 2000 Family 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 Pennsylvania 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 Pennsylvania 0 0 0 0 Vyrona Trust Jersey 0 0 0 0 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 - ------------ ALS Investment Partners, L.P. Delaware 0 0 0 0 Beech Associates, L.P. Delaware 0 0 0 0 Crestley, L.P. Delaware 0 0 0 0 Daniel G. Brennan Family Limited Partnership Illinois 0 0 0 0 Greenley Partners, L.P. Delaware 0 0 0 0 HEMPA Limited Partnership Delaware 0 0 0 0 JSS Investment Partners, L.P. Delaware 0 0 0 0 Mesdag Family Limited Partnership Delaware 0 0 0 0
34 35
ITEM 6 PLACE OF ITEM 9 ORGANIZATION ITEM 7 SOLE ITEM 10 (NEW YORK SOLE VOTING ITEM 8 DISPOSITIVE SHARED ITEM 1 UNLESS POWER OF SHARED VOTING POWER OF DISPOSITIVE NAMES OF REPORTING OTHERWISE UNCOVERED POWER OF UNCOVERED POWER OF PERSONS INDICATED) SHARES UNCOVERED SHARES SHARES UNCOVERED SHARES ------- ---------- ------ ---------------- ------ ---------------- Mijen Family Partnership Illinois 0 0 0 0 Opatrny Investment Partners, L.P. Delaware 0 0 0 0 Rantz GS Investment Partners, L.P. Delaware 0 0 0 0 Savitz Investment Partners, L.P. Delaware 0 0 0 0 The Litzenberger Family Limited Partnership Delaware 0 0 0 0 The Rizner Family Limited Partnership Illinois 0 0 0 0 Trott GS Investment Partners, L.P. Delaware 0 0 0 0 Tuft GS Investment Partners, L.P. Delaware 0 0 0 0 Windy Hill Investment Company II, L.P. Delaware 0 0 0 0 Winkelried Investment Partners, L.P. Delaware 0 0 0 0 CORPORATIONS Anahue Limited Jersey 0 0 0 0 Guapulo Holdings Ltd Jersey 0 0 0 0 HJS2 Limited Cayman Islands 0 0 0 0 Majix Limited Jersey 0 0 0 0 Melalula Limited Jersey 0 0 0 0 RJG Holding Company Cayman Islands 0 0 0 0 Robinelli Limited Jersey 0 0 0 0 Vyrona Holdings Limited Jersey 0 0 0 0 Zurrah Limited Jersey 0 0 0 0
35 36 This Amendment No. 4 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. 4 is being filed principally because on July 5, 2000, The Goldman Sachs Group, Inc. began soliciting indications from certain Covered Persons of their interest in participating in a registered, underwritten public offering. 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, respectively. Appendix A hereto also provides the citizenship or place of organization of each Covered Person. 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, limited partnership or corporation 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. Each Estate Planning Covered Persons listed in Appendix A under the caption "Corporations" (a "Corporate Estate Planning Covered Person") is controlled by an Individual Covered Person (the "Controlling Covered Person"). The name, citizenship, business address and present principal occupation or employment of each of the directors and executive officers of each Corporate Estate Planning Covered Person (other than the Controlling Covered Person) is set forth in Annex A hereto. The business address of each Covered Person for purposes of this Schedule is: (i) in the case of entities organized in Jersey, 26 New Street, St. Helier, Jersey, JE4 3RA; (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; and (iii) in the case of all other Covered Persons, 85 Broad Street, New York, New York 10004. (d), (e) Except as described in Annex A or Annex B, during the last five years, no Covered Person or, to the best knowledge of the Covered Persons, any executive officer or director of a 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.") (each such former partner, a "PMD" and, collectively, the "PMDs") acquired certain Covered 36 37 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) certain 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 by Individual Covered Persons. 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. GS Inc. has indicated in its public filings that it may offer the PMDs the opportunity to participate in one or more offerings registered under the Securities Act of 1933 (the "Securities Act"), to make sales in accordance with the volume and manner of sale requirements of Rule 144 under the Securities Act and to pledge their shares in order to invest in merchant banking funds sponsored by GS Inc. On July 5, 2000, GS Inc. filed a registration statement (the "Registration Statement") under the Securities Act registering approximately 18,000,000 shares of Common Stock (including the shares of Common Stock covered by the underwriters' option to purchase additional shares of Common Stock) beneficially owned by the PMDs. While none of the Transfer Restrictions referred to in Item 6 have yet been waived by the Shareholders' Committee, concurrently with the filing, GS Inc. sent a letter to each PMD offering the PMD an opportunity to execute a Power of Attorney (the "Power of Attorney") that would authorize Henry M. Paulson, Jr., Robert J. Hurst, John A. Thain and John L. Thornton, as Attorneys-in-Fact, to sell up to 15% of such PMD's shares of Common Stock in an underwritten offering pursuant to the Registration Statement. The Power of Attorney is irrevocable until October 15, 2000. A form of the Power of Attorney is filed as an exhibit to this Schedule. Any sales of shares of Common Stock pursuant to the Powers of Attorney will occur only after the waiver of the Transfer Restrictions under the Shareholders' Agreement. Because the Attorneys-in-Fact under the Powers of Attorney will be unable to exercise any of their rights under the Powers of Attorney prior to the waiver of the Transfer Restrictions, Henry M. Paulson, Jr., Robert J. Hurst, John A. Thain and John L. Thornton, the Attorneys-in-Fact, disclaim beneficial ownership of the shares of Common Stock subject to the Powers of Attorney unless and until the Transfer Restrictions are waived. 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. 37 38 Item 5. Interest in Securities of the Issuer (a) Rows (11) and (13) of the cover page to this Schedule, Appendix A and Annex 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, Appendix A and Annex 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 or previously reported on Schedule 13D, no Covered Person 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 executed by or on behalf of the Estate Planning Covered Persons and certain Hull Covered Persons, 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. References to the "board of directors" are to the board of directors of The Goldman Sachs Group, Inc. 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 PMDs 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 PMDs 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 PMD and Hull Covered Person has agreed not to transfer such Covered Shares until May 7, 38 39 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 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 permitted the transfers of Covered Shares to the Estate Planning Covered Persons, on the condition 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. 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 39 40 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 and the foregoing summary of these agreements is qualified in its entirety by reference thereto. Each Covered Person hereby disclaims beneficial ownership of the SBCM Shares and the KAA Shares. PLEDGE AGREEMENTS Each PMD has pledged (the "IPO Pledge") 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, as amended, are filed as exhibits to this Schedule and the foregoing summary of these agreements is qualified in its entirety by reference thereto. In connection with the transfers to the Corporate Estate Planning Covered Persons, the IPO Pledge was replaced with a guarantee and pledge agreement that was entered into by each Corporate Estate Planning Covered Person. In addition, each Controlling Covered Person was required to pledge the capital stock of the Corporate Estate Planning Covered Person to GS Inc. in order to further secure the Controlling Covered Person's obligations under the noncompetition agreement. The forms of the pledge agreements are filed as exhibits to this Schedule and the foregoing summary of these agreements 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 40 41 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. GS Inc. may amend the Registration Rights Instrument and the Supplemental Registration Rights Instrument 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. POWERS OF ATTORNEY As discussed under Item 4, GS Inc. has sent a letter to each PMD offering the PMD an opportunity to execute a Power of Attorney that would authorize Henry M. Paulson, Jr., Robert J. Hurst, John A. Thain and John L. Thornton, as Attorneys-in-Fact, to sell up to 15% of such PMD's shares of Common Stock in the offering pursuant to the Registration Statement. A form of the Power of Attorney is filed as an exhibit to this Schedule. Any sales of shares of Common Stock pursuant to the Powers of Attorney will occur only after the waiver of the Transfer Restrictions under the Shareholders' Agreement. 41 42 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). 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 (the "IPO 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. Form of Amendment No. 1 to the IPO Pledge Agreement (filed as Exhibit E), dated July 10, 2000. 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. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). 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. (Incorporated by reference to Exhibit J to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). K. 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)). L. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations (incorporated by reference to Exhibit L to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). M. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). N. Form of Guarantee and Pledge Agreement for non-U.S. corporations (incorporated by reference to Exhibit N to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). 42 43 O. Form of Pledge Agreement for shareholders of non-U.S. corporations (incorporated by reference to Exhibit O to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). P. Form of Pledge Agreement for shareholders of non-U.S. corporations (Jersey version) (incorporated by reference to Exhibit P to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). Q. Form of Power of Attorney to be executed by former profit participating limited partners. R. 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)). 43 44 ANNEX A INFORMATION REQUIRED AS TO EXECUTIVE OFFICERS AND DIRECTORS OF CORPORATE COVERED PERSONS
CONVICTIONS OR BENEFICIAL VIOLATIONS OF OWNERSHIP OF THE FEDERAL OR STATE COMMON STOCK OF LAWS WITHIN THE THE GOLDMAN NAME CITIZENSHIP BUSINESS ADDRESS PRESENT EMPLOYMENT LAST FIVE YEARS SACHS GROUP, INC. - --------------------------------------------------------------------------------------------------------------------- Steven M. USA 85 Broad Street Managing Director, None Covered Person, Bunson New York, NY The Goldman Sachs so ownership is 10004 Group, Inc. as set forth in or incorporated into Item 5 above. - --------------------------------------------------------------------------------------------------------------------- Russell E. USA 85 Broad Street Managing Director, None Covered Person, Makowsky New York, NY The Goldman Sachs so ownership is 10004 Group, Inc. as set forth in or incorporated into Item 5 above. - --------------------------------------------------------------------------------------------------------------------- Michael H. UK 26 New Street, Partner, None None Richardson St. Helier, Jersey, Bedell Cristin JE4 3RA - ---------------------------------------------------------------------------------------------------------------------
44 45 ANNEX B ITEMS 2(D) AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS None. 45 46 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. 46 47 ANNEX D ITEM 5(C). DESCRIPTION OF ALL TRANSACTIONS IN THE COMMON STOCK EFFECTED BY THE COVERED PERSONS IN THE PAST 60 DAYS AND NOT PREVIOUSLY REPORTED ON SCHEDULE 13D The following sales of shares of Common Stock were made by the following Covered Persons through Goldman, Sachs & Co. for cash on the New York Stock Exchange:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE - ------------------ -------------- ---------------- --------------- Charles T. Harris III June 30, 2000 12,500 $ 95.00 Jaime E. Yordan June 30, 2000 20,000 93.00
The following sales of shares of Common Stock were made by the following Covered Persons through ChaseMellon Financial Services, L.L.C.:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE - ------------------ -------------- ---------------- --------------- Peter D. Brundage June 27, 2000 3,532 $ 87.83 Calvin R. Carver, Jr. June 27, 2000 200 87.83 Andrew C. Devenport June 27, 2000 500 87.83 Raimund W. Herden June 27, 2000 500 87.83 Michael R. Housden June 27, 2000 718 87.83 Daniel J. Jick June 27, 2000 1,730 87.83 Roger A. Liddell June 27, 2000 788 87.83 Andrew L. Metcalfe June 27, 2000 500 87.83 David B. Philip June 27, 2000 338 87.83 George M. Suspanic June 27, 2000 300 87.83 John S. Willian June 27, 2000 678 87.83 Nicholas J. Gaynor June 28, 2000 1,114 88.44 Jonathan R. Knight June 28, 2000 1,062 88.44 Derek S. Smith June 28, 2000 1,573 88.44 George M. Suspanic June 28, 2000 400 88.44 A. Carver Wickman June 28, 2000 2,331 88.44 David R. Boles June 29, 2000 1,837 88.31 George H. Butcher III June 29, 2000 1,135 88.31 Calvin R. Carver, Jr. June 29, 2000 200 88.31 Eduardo A. Cruz June 29, 2000 1,491 88.31 Stephen D. Dias June 29, 2000 1,275 88.31 James A. Hudis June 29, 2000 500 88.31 Masahiro Iwano June 29, 2000 1,306 88.31 Robert C. Jones June 29, 2000 2,975 88.31 Bruce M. Larson June 29, 2000 500 88.31 Jacques M. Longerstaey June 29, 2000 776 88.31 Robert S. Mancini June 29, 2000 780 88.31 Ivan Ross June 29, 2000 778 88.31 George M. Suspanic June 29, 2000 500 88.31 Barry S. Turkanis June 29, 2000 1,279 88.31 Jonathan A. Beinner June 30, 2000 609 94.33 John E. Eisenberg June 30, 2000 140 94.33 Matthias K. Frisch June 30, 2000 230 94.33 Lincoln Kinnicutt June 30, 2000 534 94.33 Kenneth H. M. Leet June 30, 2000 2,045 94.33 Shogo Maeda June 30, 2000 600 94.33 John W. McMahon June 30, 2000 2,545 94.33 Paul A. Phillips June 30, 2000 1,539 94.33 Barry S. Turkanis June 30, 2000 1,000 94.33 Richard M. Young June 30, 2000 635 94.33 Mark J. Buisseret July 3, 2000 1,062 94.14 Matthew S. Darnell July 3, 2000 750 94.14 Paul M. DiNardo July 3, 2000 1,510 94.14 Chang-Ho J. Lee July 3, 2000 912 94.14 Kenneth H. M. Leet July 3, 2000 360 94.14 Therese L. Miller July 3, 2000 775 94.14 Allen Sangines-Krause July 3, 2000 1,354 94.14 Daniel L. Sparks July 3, 2000 1,079 94.14 W. Thomas York, Jr. July 3, 2000 459 94.14 Richard M. Young July 3, 2000 700 94.14 Craig W. Broderick July 5, 2000 647 95.27 Craig W. Broderick July 5, 2000 819 95.27 Thomas M. Dowling July 5, 2000 787 95.27 Keith L. Hayes July 5, 2000 1,138 95.27 James E. Milligan July 5, 2000 1,800 95.27 Steven M. Scopellite July 5, 2000 921 95.27 David J. Scudellari July 5, 2000 1,514 95.27 Andrew J. Stuart July 5, 2000 1,000 95.27 Andrew J. Stuart July 5, 2000 200 95.27 Christopher G. Williams July 5, 2000 1,249 95.27 Thomas G. Connolly July 6, 2000 1,335 92.06 John W. Curtis July 6, 2000 1,355 92.06 Matthias K. Frisch July 6, 2000 400 92.06 Raimund W. Herden July 6, 2000 276 92.06 Sean O. Mahoney July 6, 2000 2,405 92.06 Warwick M. Negus July 6, 2000 1,000 92.06 Pamela P. Root July 6, 2000 902 92.06 P. Sheridan Schechner July 6, 2000 250 92.06 Greg W. Tebbe July 6, 2000 672 92.06 Philip A. Cooper July 7, 2000 2,358 93.10 John S. Daly July 7, 2000 500 93.10 Shogo Maeda July 7, 2000 673 93.10 Masanori Mochida July 7, 2000 135,428 92.53
47 48 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 10, 2000 By: /s/ GREGORY K. PALM ----------------------------------- Name: Gregory K. Palm Title: Attorney-in-Fact 48 49 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 (the "IPO 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. Form of Amendment No. 1 to the IPO Pledge Agreement (filed as Exhibit E), dated July 10, 2000. 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. (incorporated by reference to Exhibit I to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). 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. (incorporated by reference to Exhibit J to Amendment No. 2 to the Initial Schedule 13D, filed June 21, 2000 (File No. 005-56295)). K. 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)). L. Form of Counterpart to Shareholders' Agreement for non-U.S. corporations (incorporated by reference to Exhibit L to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). M. Form of Counterpart to Shareholders' Agreement for non-U.S. trusts (incorporated by reference to Exhibit M to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). N. Form of Guarantee and Pledge Agreement for non-U.S. corporations (incorporated by reference to Exhibit N to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). 49 50 O. Form of Pledge Agreement for shareholders of non-U.S. corporations (incorporated by reference to Exhibit O to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). P. Form of Pledge Agreement for shareholders of non-U.S. corporations (Jersey version) (incorporated by reference to Exhibit P to Amendment No. 3 to the Initial Schedule 13D, filed June 30, 2000 (File No. 005-56295)). Q. Form of Power of Attorney to be executed by former profit participating limited partners. R. 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)). 50 EX-99.F 2 ex99-f.txt FORM OF AM#1 TO IPO PLEDGE AGREEMENT 1 EXHIBIT F AMENDMENT NO. 1 TO PLEDGE AGREEMENT This Amendment No. 1 (this "Amendment") to Pledge Agreement, dated as of May 7, 1999 (the "Pledge Agreement"), is entered into as of the 10th day of July, 2000 between The Goldman Sachs Group, Inc. ("GS Inc.") and the individual whose name appears at the end of this Amendment ("Pledgor"). 1. GS Inc. and the Pledgor agree that Section 1(b) of the Pledge Agreement shall be amended from and after July 14, 2000, to add a new last sentence as follows: On July 14, 2000, there shall be released from the pledge created hereby, such number of Pledged Shares such that the number of Pledged Shares that remain pledged under this Agreement after such date shall be equal to the amount of Liquidated Damages divided by $75. Any Pledged Shares so released from the pledge hereunder will remain subject to the Restrictions. 2. Except as provided in Section 1, the Pledge Agreement shall remain in full force and effect and shall not be effected by this Amendment. 3. Capitalized terms that are used herein without definition shall have the meaning ascribed thereto in the Pledge Agreement. 4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, AND SHALL BE SUBJECT TO THE PROVISIONS OF SECTIONS 9, 10 AND 11 OF THE NONCOMPETITION AGREEMENT. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered on the date first above written. THE GOLDMAN SACHS GROUP, INC. By: ------------------------------- [Name of PLP] By: ------------------------------- Attorney-in-Fact EX-99.Q 3 ex99-q.txt FORM OF POWER OF ATTORNEY 1 EXHIBIT Q THE GOLDMAN SACHS GROUP, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE IRREVOCABLE POWER OF ATTORNEY OF SELLING STOCKHOLDER The undersigned stockholder of The Goldman Sachs Group, Inc., a Delaware corporation (the "Company"), understands that the undersigned and other stockholders of the Company (the undersigned and such other stockholders being hereinafter referred to as the "Selling Stockholders") propose to sell certain shares of Common Stock, par value $.01 per share (the "Common Stock"), of the Company to the several underwriters (the "Underwriters") named in the Underwriting Agreement referred to below, represented by Goldman, Sachs & Co. and certain other investment banking firms to be named (the "Representatives"), and that the Underwriters propose to offer such shares to the public. The undersigned also understands that, in connection with the public offering pursuant to the Underwriting Agreement (as defined below), the Company has filed a Registration Statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") to register under the Securities Act of 1933, as amended (the "1933 Act"), the offering of the shares to be sold by the Selling Stockholders. It is understood that at this time there is no commitment on the part of the Underwriters to purchase any shares of Common Stock and no assurance that the Underwriting Agreement will be entered into by the Company or the Underwriters. 1. In connection with the foregoing, the undersigned hereby irrevocably appoints Henry M. Paulson, Jr., Robert J. Hurst, John A. Thain and John L. Thornton, and any of them acting alone, the attorneys-in-fact, with full power of substitution and resubstitution (collectively the "Attorneys-in-Fact" and individually an "Attorney-in-Fact"), of the undersigned, and agrees that the Attorneys-in-Fact, or any of them acting alone, may also act as attorneys-in-fact for any other Selling Stockholder, with full power and authority in the name of, and for and on behalf of, the undersigned: (a) to determine, in the sole discretion of the Attorneys-in-Fact, or any of them acting alone, the price per share of Common Stock to be set forth in Section 2(a) of the Underwriting Agreement; (b) to do all things necessary to sell to the Underwriters up to the number (the "Maximum Number") of shares of Common Stock set forth opposite the name of the undersigned at the end of this instrument (the "Shares"); (c) for the purpose of effecting such sale, to negotiate, execute, deliver and perform the undersigned's obligations under an underwriting agreement (the "Underwriting Agreement") among the Company, the Selling Stockholders and the Representatives, as representatives of the several Underwriters named therein, in substantially the form included on the World Wide Web at https://www.gs.com/gsgi2000/ (the "Website"), together with such additions thereto, deletions therefrom and changes thereto (other than any additions, changes or deletions that would cause the number of Shares of Common Stock to be sold to exceed the Maximum Number) as may be approved in the sole discretion of the Attorneys-in-Fact, or any of them acting alone, such approval to be conclusively evidenced by the execution and delivery of the Underwriting Agreement by the Attorneys-in-Fact, or any of them acting alone; 2 (d) to execute and deliver any amendments, modifications or supplements to the Underwriting Agreement, to amend, modify or supplement any of the terms thereof including, without limitation, the terms of the offering; provided, however that no such amendment, modification or supplement shall increase the number of the Shares to be sold by the undersigned to more than the Maximum Number in the aggregate; (e) to execute, deliver and perform a Custody Agreement and Documented Approval (the "Custody Agreement") among the undersigned, the other Selling Stockholders and The Chase Manhattan Bank, as Custodian, in substantially the form included on the Website, together with such additions thereto, deletions therefrom and changes thereto as may be approved in the sole discretion of the Attorneys-in-Fact, or any of them acting alone, such approval to be conclusively evidenced by the execution and delivery of the Custody Agreement by the Attorneys-in-Fact, or any of them acting alone; (f) to give such orders and instructions to any person as the Attorneys-in-Fact, or any of them acting alone, may determine, including, without limitation, orders or instructions for the following: (i) the transfer on the books of the Company of the Shares in order to effect their sale (including the names in which new certificates for the Shares are to be issued and the denominations thereof), (ii) the purchase of any transfer tax stamps necessary in connection with the transfer of the Shares, (iii) the delivery to or for the account of the Underwriters of the certificates for the Shares against receipt of the purchase price therefor, (iv) the payment out of the proceeds of any sale of the Shares to the Underwriters of all expenses as are to be borne by the undersigned in accordance with the terms of the Underwriting Agreement, (v) the remittance of the net balance of the proceeds from any sale of the Shares to be sold in accordance with such payment instructions as the Attorneys-in-Fact, or any of them acting alone, may have provided to the Underwriters, and (vi) the use of a portion of the net proceeds to repay any indebtedness that the undersigned is required to repay with the proceeds from the sale of the Shares; (g) to join the Company in withdrawing the Registration Statement if the Company should desire to withdraw such registration; (h) to retain legal counsel in connection with any and all matters referred to herein (which counsel may, but need not be, counsel for the Company); (i) to agree upon the allocation and to arrange payment therefor of the expenses of the public offering as set forth in the Underwriting Agreement (including, without limitation, the fees and expenses of counsel referred to above) between and among the Company and the Selling Stockholders, including the undersigned; (j) to give such notices and to take such actions as are necessary, desirable or appropriate to transfer the Shares on the books and records of The Chase Manhattan Bank and ChaseMellon Shareholder Services, L.L.C.; and (k) to make, execute, acknowledge and deliver all other contracts, orders, receipts, notices, requests, instructions, certificates, letters and other writings, including communications to the Commission (including a request or requests for acceleration of the effective date of the Registration Statement) and state securities law authorities, any -2- 3 amendments to the Underwriting Agreement or the Custody Agreement, or any agreement with the Company with regard to expenses, and certificates and other documents required to be delivered by or on behalf of the undersigned pursuant to the Underwriting Agreement or the Custody Agreement and specifically to execute on behalf of the undersigned stock powers and transfer instructions relating to the Shares to be sold by the undersigned, and in general to do all things and to take all action which the Attorneys-in-Fact, or any of them acting alone, may consider necessary, desirable or appropriate in connection with, or to carry out and comply with, all terms and conditions of the Underwriting Agreement and the Custody Agreement and the aforesaid sale of Shares to the several Underwriters. 2. The undersigned hereby makes, at and as of the date of this Power of Attorney, with and to the several Underwriters each of the representations, warranties and agreements of each Selling Stockholder set forth in the Underwriting Agreement and the Custody Agreement included on the Website, and all such representations, warranties and agreements are incorporated by reference herein in their entirety (the representations, warranties and agreements being subject, however, to the exception that orders or other authorizations that may be required under the 1933 Act in connection with the purchase and distribution by the Underwriters of the Shares to be sold by the undersigned have not yet been obtained). The undersigned further: (a) represents and warrants to, and agrees with, the several Underwriters that this Power of Attorney has been duly executed and delivered by or on behalf of the undersigned and constitutes a valid and binding agreement of the undersigned in accordance with its terms; and (b)(i) confirms to the several Underwriters the accuracy of the information concerning the undersigned and the undersigned's shareholding in the Company previously provided to the Company, (ii) also confirms to the several Underwriters the accuracy of the information concerning the undersigned contained or to be contained in any selling stockholder's questionnaire or other written document furnished by the undersigned to the Company for purposes of the Registration Statement or any prospectus (preliminary or final) contained therein or filed pursuant to Rule 424 under the 1933 Act or in any amendment or supplement thereto (including any documents incorporated by reference therein), (iii) agrees with the Company and the several Underwriters immediately to notify the Company and promptly (but in any event within two business days thereafter) to confirm the same in writing if, during the period or at the date(s) referred to in paragraph 4 hereof, there should be any change affecting the accuracy of the above-mentioned information, or if any subsequent version of such section of the prospectus delivered to the undersigned should be inaccurate, and (iv) agrees with the Company and the several Underwriters that for all purposes of the representations, warranties and agreements incorporated by reference herein from the Underwriting Agreement and the Custody Agreement, delivery of this Power of Attorney and the statements contained herein constitute (and in the absence of any such notification as is referred to in subclause (iii) given prior to the date on which the Underwriting Agreement is executed and delivered by the undersigned will constitute on a continuing basis) written information furnished by the undersigned to the Company for use in the Registration Statement and any such prospectus, amendment or supplement. -3- 4 3. This Power of Attorney and all authority conferred hereby are granted and conferred subject to the interests of the Underwriters, the Company and the other Selling Stockholders; and, in consideration of those interests and for the purpose of completing the transactions contemplated by the Underwriting Agreement, the Custody Agreement and this Power of Attorney, this Power of Attorney and all authority conferred hereby, to the extent enforceable by law, shall be deemed an agency coupled with an interest and be irrevocable and not subject to withdrawal or termination by the undersigned or by operation of law, whether by the death, disability, incompetency or incapacity of the undersigned or any executor, guardian, administrator or trustee or the termination of any estate or trust or by the merger, consolidation, dissolution or liquidation of any corporation or partnership or by the occurrence of any other event, and the obligations of the Selling Stockholder under the Underwriting Agreement and the Custody Agreement similarly are not to be subject to termination. If any such individual or any such executor or trustee should die or become disabled, incompetent or incapacitated or if any such estate or trust should be terminated or if any such corporation or partnership should be dissolved or liquidated or if any other such event should occur before the delivery of the Shares to be sold by the undersigned under the Underwriting Agreement, certificates representing such Shares shall be delivered by or on behalf of the undersigned in accordance with the terms and conditions of the Underwriting Agreement and all other actions required to be taken under the Underwriting Agreement shall be taken, and actions taken by the Attorneys-in-Fact, or any of them acting alone, pursuant to this Power of Attorney shall be as valid as if such death, disability, incompetency, incapacity, termination, dissolution, liquidation or other event had not occurred, regardless of whether or not the Attorneys-in-Fact, or any of them acting alone, shall have received notice of such death, disability, incompetency, incapacity, termination, dissolution, liquidation or other event. Notwithstanding the foregoing, this Power of Attorney shall terminate on October 15, 2000 if the Underwriting Agreement is not executed and delivered prior to such date; subject, however, to all lawful action done or performed by the Attorneys-in-Fact, or any of them acting alone, pursuant to this Power of Attorney prior to such date. 4. The undersigned will immediately notify the Attorneys-in-Fact, the Company and the Representatives of the occurrence of any event which shall cause the representations, warranties and agreements contained herein not to be true and correct during the period of the public offering of the Shares or at any delivery of the Shares to the Underwriters pursuant to the Underwriting Agreement. 5. The undersigned ratifies all that the Attorneys-in-Fact shall do by virtue of this Power of Attorney. All actions may be taken by any of the Attorneys-in-Fact alone. In the event that any statement, request, notice or instruction given by one Attorney-in-Fact shall be inconsistent with that given by another, any such statement, request, notice or instruction from Henry M. Paulson, Jr. shall prevail. 6. By executing this Power of Attorney, the undersigned agrees to become a party to, and to be bound by the terms and provisions of, the Supplemental Registration Rights Instrument (the "Supplemental Agreement"), among the Company and the Selling Stockholders listed therein, in substantially the form included on the Website, to the Registration Rights Instrument, dated as of December 10, 1999. The -4- 5 Attorneys-in-Fact, or any one of them acting alone, may make such additions, deletions and changes to the Supplemental Agreement as the Attorneys-in-Fact, or any of them acting alone, may deem necessary, desirable or appropriate, such necessity, desirability or appropriateness to be conclusively evidenced by a written approval of the Supplemental Agreement. 7. The undersigned agrees that, in the absence of bad faith, none of the Attorneys-in-Fact shall have any liability whatsoever to the undersigned for any action taken or omitted to be taken pursuant to this Power of Attorney. Without limiting the generality of the foregoing, the undersigned agrees that no Attorney-in-Fact will have any liability with respect to establishing the price per share at which the Shares are sold to the Underwriters. The undersigned further agrees to hold the Attorneys-in-Fact, jointly and severally, free and harmless from any and all loss, damage, liability or expense incurred in connection herewith, including reasonable attorneys' fees and costs, which they, or any of them acting alone, may sustain as a result of any action taken or omitted to be taken in good faith hereunder, and to reimburse the Attorneys-in-Fact for their expenses, as they are incurred, in connection with any suit, action or proceeding relating to or arising out of an action taken or omitted to be taken hereunder. -5- 6 8. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York. Dated: July __, 2000 Maximum number of shares of Common Stock to be sold: _________ shares (can not exceed <> shares) Signature of Selling Stockholder, <> If Selling Stockholder is an individual, sign here: ------------------------------- If Selling Stockholder is not an individual, sign here and indicate name and title of signer: By: ------------------------------ Name: Title: IMPORTANT: THE SELLING STOCKHOLDER'S SIGNATURE MUST BE (i) NOTARIZED IF THE SIGNATORY IS A RESIDENT OF THE U.S. OR (ii) WITNESSED BY A GOLDMAN SACHS EMPLOYEE IF THE SIGNATORY IS NOT A RESIDENT OF THE U.S. SEE NEXT PAGE. -6- 7 If the signatory is a resident of the United States, this document must be notarized below: STATE OF ) ss.: COUNTY OF ) On the _____ day of July, 2000 before me personally came to me known and known to me to be the individual described in, and who executed the foregoing instrument, and (s)he acknowledged to me that (s)he executed the same. ----------------------- Notary Public My term expires: -------------------- - -------------------------------------------------------------------------------- If the signatory is not a resident of the U.S., the Selling Stockholder's signature must be witnessed by a Goldman Sachs employee, who must sign below: Witness: Signature: ------------------------------ Name: ------------------------------ Employee ID#: ------------------------------ -7- -----END PRIVACY-ENHANCED MESSAGE-----