0000950123-01-507815.txt : 20011112
0000950123-01-507815.hdr.sgml : 20011112
ACCESSION NUMBER: 0000950123-01-507815
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20011105
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: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 133501777
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1126
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-56295
FILM NUMBER: 1774552
BUSINESS ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 85 BROAD ST
CITY: NEW YORK
STATE: NY
ZIP: 10004
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 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
y54483sc13da.txt
THE GOLDMAN SACHS GROUP, INC.
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
File No. 005-56295
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 19
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)
Gregory K. Palm
Esta E. Stecher
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)
October 30, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
---------------------
CUSIP NO. 38141G 10 4 13D
---------------------
------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS: Each of the persons identified on Appendix A.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting solely of Covered Persons(1) (a) [x]
As to a group consisting of persons other than Covered Persons (b) [x]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS: OO 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,
BENEFICIALLY as stated in Appendix A
OWNED BY -----------------------------------
REPORTING 8. SHARED VOTING POWER (See
PERSON Item 6) (Applies to each person
WITH listed on Appendix A.)
244,558,005 Covered Shares held
by Covered Persons
11,356 Uncovered Shares held by
Covered Persons(3)
1,528,521 Other Uncovered
Shares held by Covered
Persons(4)
5,455,197 shares held by KAA(5)
8,670,527 shares held by SMBC(5)
-----------------------------------
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 246,097,882
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (Applies to each person listed on Appendix A.) [x](6)
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.60%(6)
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: OO as to persons listed in Appendix A under the
captions "Trusts" and "Limited Liability Companies"; 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 86 private charitable foundations
established by 85 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
(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 SMBC. Each Covered Person
disclaims beneficial ownership of shares of Common Stock held by KAA and
SMBC.
(6) Excludes 5,455,197 and 8,670,527 shares of Common Stock held by KAA and
SMBC, respectively, as to which each Covered Person disclaims beneficial
ownership.
3
APPENDIX A
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Bradley I. Abelow 0 0 0 0
Peter C. Aberg 0 0 0 0
Daniel A. Abut Argentina 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
Anand Aithal UK 0 0 0 0
Elliot M. Alchek 0 0 0 0
Yusuf A. Aliredha Bahrain 0 0 0 0
Andrew M. Alper 0 0 0 0
Philippe J. Altuzarra France 0 0 0 0
Rebecca Amitai 0 0 0 0
Zarthustra Amrolia UK 0 0 0 0
John G. Andrews USA/UK 0 0 0 0
Francois Andriot France 0 0 0 0
John A. Ashdown UK 0 0 0 0
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
William A. Badia 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
Leslie Barbi 0 0 0 0
Adam P. Barrett UK 0 0 0 0
Christopher M. Barter 0 0 0 0
Christopher A. Bates 0 0 0 0
Barbara J. Basser-Bigio 0 0 0 0
Carl-Georg Bauer-Schlichtegroll Germany 0 0 0 0
David Baum 0 0 0 0
Gerhard Baumgard Germany 0 0 0 0
Patrick Y. Baune France 0 0 0 0
Frank A. Bednarz 0 0 0 0
Jonathan A. Beinner 0 0 0 0
Janet L. Bell 0 0 0 0
Ron E. Beller 0 0 0 0
Tarek M. Ben Halim Saudi Arabia 0 0 0 0
Kenneth Berents 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
Anthony D. Bernbaum UK 0 0 0 0
Stuart N. Bernstein 0 0 0 0
Thomas P. Berquist 0 0 0 0
Robert A. Berry UK 0 0 0 0
4
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
John D. Bertuzzi 0 0 0 0
Elizabeth E. Beshel 0 0 0 0
Andrew M. Bevan UK 0 0 0 0
Jean-Luc Biamonti Monaco 0 0 0 0
James J. Birch UK 0 0 0 0
Gary D. Black 0 0 0 0
Lloyd C. Blankfein 0 0 0 0
Abraham Bleiberg Mexico 0 0 0 0
David W. Blood 0 0 0 0
Randall A. Blumenthal 0 0 0 0
David R. Boles 0 0 0 0
Antonio Borges Portugal 0 0 0 0
Alastair M. Borthwick UK 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
Graham Branton UK 0 0 0 0
Thomas C. Brasco 0 0 0 0
Alan J. Brazil 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
Peter M. Brooks 0 0 0 0
Edward A. Brout 0 0 0 0
Charles K. Brown UK 0 0 0 0
James K. Brown 0 0 0 0
Julian J. Brown UK 0 0 0 0
Kathleen Brown 0 0 0 0
Melissa R. Brown 0 0 0 0
Peter D. Brundage 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
David D. Burrows 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
Andrew Cader 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
Mark M. Carhart 0 0 0 0
Mark J. Carlebach 0 0 0 0
Mariafrancesca Carli Italy 0 0 0 0
Anthony H. Carpet 0 0 0 0
Michael J. Carr 0 0 0 0
5
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Christopher J. Carrera 0 0 0 0
Mark Carroll 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
Mark A. Castellano 0 0 0 0
Varkki P. Chacko USA/India 0 0 0 0
David K. Chang Taiwan 0 0 0 0
Amy L. Chasen 0 0 0 0
Sacha A. Chiaramonte Germany 0 0 0 0
Andrew A. Chisholm Canada 0 0 0 0
W. Reed Chisholm, II 490 0 490 0
Robert J. Christie 0 0 0 0
Todd J. Christie 0 0 0 0
Jane P. Chwick 0 0 0 0
Peter T. Cirenza 0 0 0 0
Geoffrey G. Clark Canada 0 0 0 0
Kent A. Clark Canada 0 0 0 0
Maura J. Clark Canada 0 0 0 0
Catherine M. Claydon Canada 0 0 0 0
Zachariah Cobrinik 0 0 0 0
Michael D. Cochrane Canada 0 0 0 0
Abby Joseph Cohen 0 0 0 0
Lawrence A. Cohen 200 0 200 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
Robert G. Collins 0 0 0 0
Marcus R. Colwell 0 0 0 0
Peter H. Comisar 0 0 0 0
Laura C. Conigliaro 0 0 0 0
William Connell 0 0 0 0
Llewellyn C. Connolly 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
James A. Coufos 0 0 0 0
Frank L. Coulson, Jr. 0 0 0 0
Kenneth Courtis 0 0 0 0
Eric J. Coutts UK 0 0 0 0
Beverley M. Covell UK 0 0 0 0
6
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Randolph L. Cowen 0 0 0 0
Meyrick Cox UK 0 0 0 0
Brahm S. Cramer Canada 0 0 0 0
Nicholas P. Crapp UK 0 0 0 0
Neil D. Crowder 0 0 0 0
Michael L. Crowl 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
Michael D. Daffey Australia 0 0 0 0
Stephen C. Daffron 0 0 0 0
Paul B. Daitz 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
Gavyn Davies UK 0 0 0 0
Michael H. Davis 0 0 0 0
Michael G. De Lathauwer Belgium 0 0 0 0
Jean A. De Pourtales France/UK 0 0 0 0
Luigi de Vecchi Italy 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, Jr. 0 0 0 0
Joseph Della Rosa 0 0 0 0
Emanuel Derman 0 0 0 0
Neil V. DeSena 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
Stephen J. DiLascio 0 0 0 0
James D. Dilworth 0 0 0 0
Paul M. DiNardo 0 0 0 0
Simon P. Dingemans UK 0 0 0 0
Joseph P. DiSabato 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
Suzanne O. Donohoe 0 0 0 0
James H. Donovan 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
7
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
William C. Dudley 0 0 0 0
Donald J. Duet 0 0 0 0
Brian J. Duffy 0 0 0 0
Brian Duggan 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
Michael L. 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
Seaborn S. Eastland 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
Gary L. Eisenreich 0 0 0 0
Edward K. Eisler Austria 0 0 0 0
Jason H. Ekaireb UK 0 0 0 0
Gregory H. Ekizian 0 0 0 0
Aubrey J. Ellis 0 0 0 0
Glenn D. Engel 0 0 0 0
Earl S. Enzer 0 0 0 0
Christopher H. Eoyang 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
Ian J. Evans UK 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
Norman Feit 0 0 0 0
Steven M. Feldman 0 0 0 0
Laurie R. Ferber 0 0 0 0
John A. Ferro, Jr. 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 0 134 0 134
Edward C. Forst 0 0 0 0
George B. Foussianes 0 0 0 0
8
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Oliver L. Frankel 0 0 0 0
Randy W. Frankel 0 0 0 0
Matthew T. Fremont-Smith 0 0 0 0
Christopher G. French UK 0 0 0 0
Timothy G. Freshwater UK 0 0 0 0
Jacob Y. Friedman 0 0 0 0
Richard A. Friedman 0 0 0 0
Matthias K. Frisch Switzerland 0 0 0 0
Robert K. Frumkes 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
Richard A. Genna 0 0 0 0
Eduardo B. Gentil 0 0 0 0
Peter C. Gerhard 0 0 0 0
Kenneth K. Gershenfeld 0 0 0 0
Rajiv A. Ghatalia India 0 0 0 0
Robert R. Gheewalla 0 0 0 0
Nomi P. Ghez Israel/USA 0 0 0 0
Scott A. Gieselman 0 0 0 0
Gary T. Giglio 0 0 0 0
H. John Gilbertson, Jr. 0 0 0 0
Nicholas G. Giordano 0 300 0 300
Joseph H. Gleberman 0 0 0 0
Richard J. Gnodde Ireland/South Africa 0 0 0 0
Charles G. Goetz 0 0 0 0
Jeffrey B. Goldenberg 0 2,860(7) 0 2,860(7)
Jacob D. Goldfield 0 0 0 0
Gary F. Goldring 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
Roger H. Gordon 0 0 0 0
Robert D. Gottlieb 0 0 0 0
Gregory M. Gould 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
Pedro Gonzalez Grau Spain 0 0 0 0
Thomas J. Gravina 200 0 200 0
Michael J. Graziano 0 0 0 0
Carmen A. Greco 0 0 0 0
David J. Greenwald 0 0 0 0
Louis S. Greig UK 0 0 0 0
--------------------------
(7) Shared with family members.
9
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
William W. Gridley 0 0 0 0
Peter W. Grieve 0 0 0 0
Christopher Grigg UK 0 0 0 0
Edward Sebastian Grigg UK/France 0 0 0 0
Michael Grindfors Sweden 0 0 0 0
Douglas C. Grip 0 0 0 0
Peter Gross 0 0 0 0
Eric P. Grubman 0 0 0 0
Celeste A. Guth 0 0 0 0
Edward S. Gutman 0 0 0 0
Joseph D. Gutman 0 0 0 0
Douglas A. Guzman Canada 0 0 0 0
Erol Hakanoglu Turkey 0 0 0 0
David R. Hansen Australia 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
Arne K. Hassel Sweden 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
Sylvain M. Hefes France 0 0 0 0
Douglas C. Heidt 0 0 0 0
David B. Heller 0 0 0 0
Steven M. Heller 0 0 0 0
William L. Hemphill 0 0 0 0
Ruud G. Hendriks The Netherlands 0 0 0 0
David P. Hennessey 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
Peter C. Herbert 0 0 0 0
Carl H. Hewitt 0 1000(8) 0 1000(8)
Bruce A. Heyman 0 0 0 0
Stephen Hickey 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
Donald W. Himpele 0 0 0 0
Kenneth W. Hitchner 0 0 0 0
Maykin Ho 0 0 0 0
Timothy E. Hodgson Canada 0 0 0 0
--------------------------
(8) Shared with family members.
10
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Jacquelyn M. Hoffman-Zehner Canada 0 0 0 0
Richard R. Hogan 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
Peter Hollmann Germany 0 0 0 0
Philip Holzer Germany 0 0 0 0
Gregory T. Hoogkamp 0 0 0 0
Thomas J. Hopkins 0 0 0 0
Jay D. Horine 0 0 0 0
Robert D. Hormats 0 0 0 0
Robert G. Hottensen, Jr. 529 0 529 0
Michael R. Housden UK 0 0 0 0
Zu Liu Frederick Hu China 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
Fern Hurst 0 0 0 0
Robert J. Hurst 100 0 100 0
Elizabeth A. Husted 0 0 0 0
Walter V. Hutcherson 0 0 0 0
John S. Iglehart 0 0 0 0
Toni Infante 0 0 0 0
Francis J. Ingrassia 0 0 0 0
Timothy J. Ingrassia 0 0 0 0
Margaret H. Isdale 0 0 0 0
Hideki Ishibashi Japan 0 0 0 0
Masahiro Iwano Japan 0 0 0 0
Raymond J. Iwanowski 0 0 0 0
Walter A. Jackson 0 0 0 0
William L. Jacob III 0 0 0 0
Ronald H. Jacobe, Jr. 0 0 0 0
Mark M. Jacobs 0 0 0 0
Arthur L. Jacobson, Jr. 0 0 0 0
James A. Jacobson 0 0 0 0
Robert J. Jacobson, Jr. 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
Andrew R. Jessop UK 0 0 0 0
Dan H. Jester 0 0 0 0
Thomas Jevon 0 0 0 0
Daniel J. Jick 0 0 0 0
David M. Jimenez-Blanco Spain 0 0 0 0
Peter T. Johnston 0 0 0 0
Robert H. Jolliffe UK 0 0 0 0
Andrew J. Jonas 0 0 0 0
Robert C. Jones 0 0 0 0
11
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Roy R. Joseph Guyana 0 0 0 0
Chansoo Joung 0 0 0 0
Marc H. Jourdren France 0 0 0 0
Andrew J. Kaiser 0 0 0 0
Fred J. Kambeitz 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
Atul Kapur India 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
James C. Katzman 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
Peter R. Kellogg 0 0 0 0
John L. Kelly 0 0 0 0
Carsten Kengeter Germany 0 0 0 0
Kevin W. Kennedy 0 0 0 0
Gioia M. Kennett 0 0 0 0
William J. Kenney 0 0 0 0
Thomas J. Kenny 0 0 0 0
Steven Kerr 0 0 0 0
Lawrence S. Keusch 0 0 0 0
Rustom N. Khandalavala 0 0 0 0
Philippe Khuong-Huu France 0 0 0 0
Peter A. Kiernan UK 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
Frank J. Kinney, III 0 0 0 0
Lincoln Kinnicutt 0 0 0 0
Shigeki Kiritani Japan 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
Jonathan R. Knight UK 0 0 0 0
Bradford C. Koenig 0 0 0 0
Mark J. Kogan 0 0 0 0
John T. Koh Singapore 0 0 0 0
Jonathan L. Kolatch 0 0 0 0
Richard E. Kolman 0 0 0 0
12
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Philip J. Kopp III 0 0 0 0
David J. Kostin 0 0 0 0
Koji Kotaka Japan 0 0 0 0
Peter S. Kraus 15 0 15 0
Mary Lyn Valkenburg Kurish 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
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
Peter T. Lawler 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
Chan-Keun Lee South Korea 0 0 0 0
Chang-Ho J. Lee USA/South Korea 0 0 0 0
Donald C. Lee 0 0 0 0
Gregory D. Lee Australia 0 0 0 0
Kenneth H. M. Leet 0 0 0 0
Anthony J. Leitner 0 0 0 0
Todd W. Leland 0 0 0 0
Paulo C. Leme 0 0 0 0
Remco O. Lenterman The Netherlands 0 0 0 0
Hughes B. Lepic France 0 0 0 0
Alan B. Levande 0 0 0 0
Johan H. Leven Sweden 0 0 0 0
Stephen M. Levick 0 0 0 0
Ronald S. Levin 0 0 0 0
Jack Levy 0 0 0 0
Richard J. Levy UK 0 0 0 0
Tobin V. Levy 0 0 0 0
P. Jeremy Lewis 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
Michael Liberman 0 0 0 0
George C. Liberopoulos Canada/USA 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
Richerd C. Lightburn 0 0 0 0
Susan S. Lin Hong Kong/USA 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
13
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Anthony W. Ling UK 0 0 0 0
Laura A. Liswood 9 0 9 0
Bonnie S. Litt 0 0 0 0
Robert Litterman 0 0 0 0
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
Joseph Longo 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
Michael C. Luethke 0 0 0 0
Kevin L. Lundeen 0 0 0 0
Michael R. Lynch 0 0 0 0
Peter B. MacDonald UK 0 0 0 0
Mark G. Machin UK 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
John V. Mallory 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
Carmen Marino 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
Nicolas I. Marovich 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
Blake W. Mather 0 0 0 0
Kathy M. Matsui 0 0 0 0
Tadanori Matsumura Japan 0 0 0 0
Karen A. Matte 60 0 60 0
Heinz Thomas Mayer Germany 0 0 0 0
Thomas J. McAdam 24 0 24 0
Richard F. McArdle 0 0 0 0
John J. McCabe 0 0 0 0
Theresa E. McCabe 0 0 0 0
Joseph M. McConnell 0 0 0 0
Lynn M. McCormick 0 0 0 0
Mark E. McGoldrick 0 0 0 0
Joseph P. McGrath, Jr. 0 0 0 0
14
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Stephen J. McGuinness 0 0 0 0
Tracy K. McHale Stuart 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
James A. McNamara 0 215 0 215
Richard P. McNeil Jamaica 0 0 0 0
Audrey A. McNiff 0 0 0 0
John P. McNulty 0 0 0 0
Robert A. McTamaney 0 0 0 0
E. Scott Mead 0 0 0 0
Sharon I. Meers 0 0 0 0
David M. Meerschwam The Netherlands 0 0 0 0
Sanjeev K. Mehra India 0 0 0 0
Christian A. Meissner Austria 0 0 0 0
Michael C. Melignano 0 0 0 0
Michael A. Mendelson 0 0 0 0
Amos Meron USA/Israel 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
Lowell J. Millar 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
John J. Minio 0 0 0 0
Luciana D. Miranda Brazil 0 0 0 0
Edward S. Misrahi Italy 0 0 0 0
Steven T. Mnuchin 0 0 0 0
Masanori Mochida Japan 0 0 0 0
Douglas D. Moffitt 0 0 0 0
Karsten N. Moller Denmark 0 0 0 0
Thomas K. Montag 0 0 0 0
William C. Montgomery 0 0 0 0
Wayne L. Moore 0 0 0 0
Yukihiro Moroe Japan 0 0 0 0
R. Scott Morris 0 0 0 0
Robert B. Morris III 0 0 0 0
Richard S. Morse UK 0 0 0 0
Jeffrey M. Moslow 0 0 0 0
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
Donald R. Mullen 0 0 0 0
Timothy R. Mullen 0 0 0 0
Eric D. Mullins 0 0 0 0
Donald J. Mulvihill 0 0 0 0
15
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Patrick E. Mulvihill Ireland 0 0 0 0
Richard A. Murley UK 0 0 0 0
Patrick E. Murphy 0 0 0 0
Philip D. Murphy 13 0 13 0
Raymond T. Murphy 0 0 0 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
Kevin D. Naughton 112 0 112 0
Warwick M. Negus Australia 0 0 0 0
Daniel M. Neidich 44 0 44 0
Kipp M. Nelson 0 0 0 0
Leslie S. Nelson 0 0 0 0
Robin Neustein 0 0 0 0
Geoffrey W. Nicholson UK 0 0 0 0
Duncan L. Niederauer 0 0 0 0
Theodore E. Niedermayer USA/France 0 0 0 0
Susan M. Noble UK 0 0 0 0
Markus J. Noe-Nordberg Austria 0 0 0 0
Suok J. Noh 0 0 0 0
Suzanne M. 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
Fergal J. O'Driscoll Ireland 0 0 0 0
David Ogens 0 0 0 0
Jinsuk T. Oh South Korea 0 0 0 0
L. Peter O'Hagan Canada 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
Taneki Ono Japan 0 0 0 0
Donald C. Opatrny, Jr. 0 0 0 0
Daniel P. Opperman 0 0 0 0
Daniel B. O'Rourke 0 0 0 0
Calum M. Osborne UK 0 0 0 0
Robert J. O'Shea 0 0 0 0
Joel D. Ospa 0 0 0 0
Greg M. Ostroff 0 0 0 0
Nigel M. O'Sullivan UK 0 0 0 0
Terence M. O'Toole 0 0 0 0
Brett R. Overacker 0 0 0 0
Robert J. Pace 0 0 0 0
Gregory K. Palm 0 0 0 0
Bryant F. Pantano 0 0 0 0
16
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
James R. Paradise UK 0 0 0 0
Mukesh K. Parekh 0 0 0 0
Geoffrey M. Parker 0 0 0 0
Michael L. Pasternak UK 0 0 0 0
Ketan J. Patel UK 0 0 0 0
Melissa B. Patrusky 0 0 0 0
Henry M. Paulson, Jr. 0 0 0 0
Arthur J. Peponis 285 0 285 0
David E. Perlin 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
Michel G. Plantevin France 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
Roderic L. Prat Canada 0 0 0 0
Michael A. Price 0 0 0 0
Scott Prince 0 0 0 0
Nomi M. Prins 0 0 0 0
Goran V. Puljic 0 0 0 0
Kevin A. Quinn 0 0 0 0
Stephen D. Quinn 0 0 0 0
B. Andrew Rabin 0 0 0 0
John J. Rafter Ireland 0 0 0 0
Hugh A. Ragsdale III 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
Philip A. Raper UK 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
Peter Richards UK 0 0 0 0
Michael J. Richman 0 0 0 0
Andrew J. Rickards UK 0 0 0 0
James P. Riley, Jr. 0 0 0 0
Kimberly E. Ritrievi 0 0 0 0
John S. Rizner 0 0 0 0
Paul M. Roberts UK 0 0 0 0
Simon M. Robertson UK 0 0 0 0
James H. Rogan 0 0 0 0
17
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES 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
Michael S. Rotter 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
John P. Rustum Ireland/USA 15 0 15 0
Richard M. Ruzika 0 0 0 0
Jeri Lynn Ryan 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
Richard C. Salvadore 0 0 0 0
J. Michael Sanders 0 0 0 0
Allen Sangines-Krause Mexico 210 0 210 0
Richard A. Sapp 0 0 0 0
Neil I. Sarnak 0 0 0 0
Joseph Sassoon Israel 0 0 0 0
Atsuko Sato Japan 0 0 0 0
Masanori Sato Japan 0 0 0 0
Tsutomu Sato Japan 240 0 240 0
Muneer A. Satter 0 0 0 0
Marc P. Savini 0 0 0 0
Jonathan S. Savitz 0 0 0 0
Peter Savitz 0 0 0 0
Robert Schaefer 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
Peter Schiefer Germany 0 0 0 0
Howard B. Schiller 0 0 0 0
Erich P. Schlaikjer 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
Thomas M. Schwartz 0 1,900 0 1,900
Patrick P. Scire 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
18
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Karen D. Seitz 0 0 0 0
Randolph Sesson, Jr. 0 0 0 0
Steven M. Shafran 0 0 0 0
Lisa M. Shalett 0 0 0 0
Ramakrishna Shanker India/USA 0 0 0 0
Richard S. Sharp UK 0 0 0 0
John P. Shaughnessy 0 0 0 0
Mary Beth Shea 0 0 0 0
Robert J. Shea, Jr. 0 0 0 0
John S. Sheldon 0 0 0 0
David G. Shell 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
Evan W. Siddall Canada/UK 0 0 0 0
Michael H. Siegel 0 0 0 0
Ralph J. Silva 0 0 0 0
Harry Silver 0 0 0 0
Harvey Silverman 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
David T. Simons 0 0 0 0
Christine A. Simpson 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 1,000 0 1,000
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
Sergio E. Sotolongo 0 0 0 0
Vickrie C. South 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
Steven R. Starker 0 0 0 0
Esta E. Stecher 0 0 0 0
Cathrine S. Steck 0 0 0 0
Fredric E. Steck 0 0 0 0
Robert K. Steel 0 0 0 0
19
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Jean-Michel Steg France 0 0 0 0
Stuart L. Sternberg 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
Timothy T. Storey Canada 0 0 0 0
Andrew J. Stuart Australia 0 0 0 0
Nobumichi Sugiyama Japan 0 0 0 0
Christopher P. Sullivan USA/Ireland 0 0 0 0
Patrick Sullivan 0 0 0 0
Johannes R. Sulzberger Austria 0 0 0 0
Hsueh J. Sung Taiwan 0 0 0 0
George M. Suspanic Spain 0 0 0 0
Richard J. Sussman 0 0 0 0
Peter D. Sutherland S.C. Ireland 0 0 0 0
Watanan Suthiwartnarueput Thailand 0 0 0 0
Gary J. Sveva 0 0 0 0
Eric S. Swanson 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
Caroline H. Taylor UK 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
David H. Tenney 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
John L. Thornton 0 0 0 0
Timothy J. Throsby Australia 0 0 0 0
Rory T. Tobin Ireland 0 0 0 0
Daisuke Toki Japan 0 0 0 0
Gary S. Tolchin 0 0 0 0
Peter K. Tomozawa 0 0 0 0
Massimo Tononi Italy 0 0 0 0
Brian J. Toolan 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
Lawrence F. Trainor 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
Daniel Truell UK 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
20
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Barry S. Turkanis 0 0 0 0
Malcolm B. Turnbull Australia 0 0 0 0
Christopher H. Turner 0 0 0 0
Gareth N. Turner Canada 0 0 0 0
Thomas B. Tyree, Jr. 0 0 0 0
Harkanwar Uberoi India 0 0 0 0
Eiji Ueda Japan 0 0 0 0
Kaysie P. Uniacke 0 0 0 0
John E. Urban 0 0 0 0
Lucas van Praag UK 0 0 0 0
Hugo H. Van Vredenburch The Netherlands 0 0 0 0
Frederick G. Van Zijl 0 0 0 0
Lee G. Vance 0 0 0 0
Ashok Varadhan 0 0 0 0
Corrado P. Varoli Canada 0 0 0 0
George F. Varsam 0 0 0 0
John J. Vaske 0 0 0 0
David A. Viniar 0 0 0 0
Barry S. Volpert 0 0 0 0
Casper W. Von Koskull Finland 0 0 0 0
Robert T. Wagner 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
Alastair J. Walton UK/Australia 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
Jerry T. Wattenberg 0 0 0 0
Edward F. Watts, Jr. 30 150(9) 30 150(9)
David M. Weil 0 0 0 0
Frank Weinberg III 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
Gregg S. Weinstein 0 0 0 0
Scott R. Weinstein 0 0 0 0
Mark S. Weiss 0 0 0 0
George W. Wellde, Jr. 0 0 0 0
Martin M. Werner Mexico 0 0 0 0
Lance N. West 0 0 0 0
Matthew Westerman UK 0 0 0 0
Barbara A. White 0 0 0 0
A. Carver Wickman 0 0 0 0
C. Howard Wietschner 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
--------------------------
(9) Shared with family members.
21
ITEM 7 ITEM 8 ITEM 9 ITEM 10
ITEM 6 SOLE SHARED SOLE SHARED
CITIZENSHIP VOTING VOTING DISPOSITIVE DISPOSITIVE
(UNITED STATES POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
Thomas F. Williams 0 0 0 0
Todd A. Williams 90 0 90 0
John S. Willian 0 0 0 0
Kenneth W. Willman 0 0 0 0
Keith R. Wills UK 0 0 0 0
Andrew F. Wilson New Zealand 0 0 0 0
Kendrick R. Wilson III 0 0 0 0
Kurt D. Winkelmann 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
Melinda B. Wolfe 0 0 0 0
Tracy R. Wolstencroft 0 0 0 0
Zi Wang Xu Canada/China (PRC) 0 0 0 0
Richard A. Yacenda 0 0 0 0
Tetsufumi Yamakawa Japan 0 0 0 0
Yasuyo Yamazaki Japan 0 0 0 0
Anne Yang 0 0 0 0
Danny O. Yee 0 0 0 0
Jaime E. Yordan 0 0 0 0
W. Thomas York, Jr. 0 0 0 0
Wassim G. Younan Lebanon 0 0 0 0
Paul M. Young 0 0 0 0
Richard M. Young 0 0 0 0
William J. Young 0 0 0 0
Bryant M. Yunker, Jr. 0 0 0 0
Michael J. Zamkow 0 110(10) 0 110(10)
Paolo Zannoni Italy 0 0 0 0
Yoel Zaoui France 0 0 0 0
Gregory Zenna 0 0 0 0
Gregory H. Zehner 0 0 0 0
Jide J. Zeitlin 0 0 0 0
Alphonse Zenna 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 86 private charitable N/A 0 1,528,521 0 1,528,521
foundations established by 85 Covered
Persons each of whom is a co-trustee of
one or more of such private charitable
foundations(11)
(10) Shared with family members.
(11) Each Covered Person disclaims beneficial ownership of all such shares of
Common Stock.
22
ITEM 6 ITEM 7 ITEM 8 ITEM 9 ITEM 10
PLACE OF SOLE SHARED SOLE SHARED
ORGANIZATION VOTING VOTING DISPOSITIVE DISPOSITIVE
(NEW YORK POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
TRUSTS
------
120 Broadway Partners New Jersey 0 0 0 0
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
2001 Carlos A. Cordeiro Grantor Retained
Annuity Trust 0 0 0 0
2001 Danny O. Yee Grantor Retained Annuity
Trust 0 0 0 0
2001 Douglas W. Kimmelman Grantor Retained
Annuity Trust 0 0 0 0
2001 Girish V. Reddy Grantor Retained
Annuity Trust 0 0 0 0
2001 James M. Sheridan Grantor Retained
Annuity Trust 0 0 0 0
2001 John A. Thain Grantor Retained Annuity
Trust 0 0 0 0
2001 Mary Ann Casati Grantor Retained
Annuity Trust 0 0 0 0
2001 Michael E. Novogratz Grantor Retained
Annuity Trust 0 0 0 0
2001 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 Abby Joseph Cohen 2001 Annuity Trust I 0 0 0 0
23
ITEM 6 ITEM 7 ITEM 8 ITEM 9 ITEM 10
PLACE OF SOLE SHARED SOLE SHARED
ORGANIZATION VOTING VOTING DISPOSITIVE DISPOSITIVE
(NEW YORK POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
The Abby Joseph Cohen 2001 Annuity Trust II 0 0 0 0
A.C. 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
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. Alper 2001 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
Ann F. Kaplan Two Year Trust Dated 6/26/2001 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 Anthony D. Lauto 2001 Annuity Trust I 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 Avi M. Nash 2001 Annuity Trust I 0 0 0 0
The Bari Marissa Schwartz 2000 Trust 0 0 0 0
24
ITEM 6 ITEM 7 ITEM 8 ITEM 9 ITEM 10
PLACE OF SOLE SHARED SOLE SHARED
ORGANIZATION VOTING VOTING DISPOSITIVE DISPOSITIVE
(NEW YORK POWER OF POWER OF POWER OF POWER OF
ITEM 1 UNLESS OTHERWISE UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS INDICATED) SHARES SHARES SHARES SHARES
-------------------------- ----------------- ---------- ----------- ----------- ------------
Barry A. Kaplan 2000 Family Trust 0 0 0 0
Barry A. Kaplan 2000 GRAT 0 0 0 0
Barry A. Kaplan 2001 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
The Barry L. Zubrow 2001 Annuity Trust I
The Beller/Moses Trust 0 0 0 0
The Benjamin H. Sherlund 2000 Trust 0 0 0 0
The Benjamin Kraus 2000 Trust 0 0 0 0
The Bradford C. Koenig 2001 Annuity Trust I 0 0 0 0
The Bradford C. Koenig 2001 Family Trust 0 0 0 0
The Bradley Abelow Family 2000 Trust 0 0 0 0
Brian Patrick Minehan 2001 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 A. Cole 2001 Annuity Trust I 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 Cody J Smith 2001 Annuity Trust I
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
25
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
The Corzine Blind 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 M. Neidich 2001 Annuity Trust I
The Daniel W. Stanton 2000 Annuity Trust I 0 0 0 0
The Daniel W. Stanton II 2000 Trust 0 0 0 0
The Daniel W. Stanton 2001 Annuity Trust I 0 0 0 0
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. Ford 2001 Annuity Trust DTD as
of 3/26/2001 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 G. Lambert 2001 Annuity Trust I 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 L. Henle 2001 Annuity Trust I 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 Viniar 2001 Annuity Trust I 0 0 0 0
The David W. Blood 2000 Annuity Trust I 0 0 0 0
The David W. Blood 2001 Annuity Trust I 0 0 0 0
The Donald F. Textor 2000 Annuity Trust I 0 0 0 0
The Donald F. Textor 2001 Annuity Trust I 0 0 0 0
The Douglas W. Kimmelman Trust 0 0 0 0
The E. Gerald Corrigan 2001 Annuity Trust I 0 0 0 0
26
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
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 C. Forst 2001 Annuity Trust I 0 0 0 0
The Edward Scott Mead 2000 Annuity Trust I 0 0 0 0
The Edward Scott Mead 2001 Annuity Trust I 0 0 0 0
The Edward Scott Mead 2001 Trust 0 0 0 0
Eff Warren Martin 2000 Children's Trust California 0 0 0 0
Eff Warren Martin 2000 Grantor Retained
Annuity Trust California 0 0 0 0
Eff Warren Martin 2001 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
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 Esta Eiger Stecher 2001 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 Francis J. Ingrassia 2001 Annuity
Trust I 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
27
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
The Fredric E. Steck 2000 Family Trust 0 0 0 0
The Fredric E. Steck 2001 Annuity Trust I 0 0 0 0
Gary D. Cohn 2000 Family Trust 0 0 0 0
Gary D. Cohn 2000 GRAT 0 0 0 0
The Gary Tolchin 2001 Grantor Retained
Annuity Trust New Jersey 0 0 0 0
The Gary Tolchin 2001 Family Trust New Jersey 0 0 0 0
The Gary W. Williams 2001 Trust 0 0 0 0
The Gene Tiger Sykes 2001 Annuity Trust I 0 0 0 0
The Gene Tiger Sykes 2001 Family Trust 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 H. Walker 2001 Annuity Trust I 0 0 0 0
The George W. Wellde, Jr. 2000 Annuity
Trust I 0 0 0 0
The George W. Wellde, Jr. 2001 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
The Girish V. Reddy 2001 Trust 0 0 0 0
The Girish V. Reddy Trust 0 0 0 0
The Goldenberg 2000 Annuity Trust I 0 0 0 0
The Goldenberg 2000 Family Trust 0 0 0 0
The Greg M. Ostroff 2000 Annuity Trust I 0 0 0 0
The Greg M. Ostroff 2000 Family Trust 0 0 0 0
The Greg M. Ostroff 2001 Annuity Trust I 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 Gregory K. Palm 2001 Annuity Trust I 0 0 0 0
28
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
The Guapulo Trust Jersey 0 0 0 0
The Harvey Silverman 2001 Family Trust 0 0 0 0
The Harvey Silverman 2001 Grantor Retained
Annuity Trust 0 0 0 0
The Howard A. Silverstein 2000 Annuity
Trust I 0 0 0 0
The Howard A. Silverstein 2000 Family Trust 0 0 0 0
The Howard A. Silverstein 2001 Annuity
Trust I 0 0 0 0
The Howard B. Schiller 2000 Annuity Trust I 0 0 0 0
The Howard B. Schiller 2001 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 J. David Rogers 2001 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
James P. Riley, Jr. 2001 GRAT 0 0 0 0
The Jason Kraus 2000 Trust UK 0 0 0 0
The Jason William Tortora 2000 Trust 0 0 0 0
The Jeffrey D. Witten 2000 Trust 0 0 0 0
The Jennifer Lauren Alper 2000 Trust 0 0 0 0
JG 2000 Trust 0 0 0 0
JG 2000 Trust (continuing trust) 0 0 0 0
JG 2001 GRAT 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 L. Townsend, III 2001 Annuity
Trust I 0 0 0 0
The John Minio 2001 Grantor Retained
Annuity Trust New Jersey 0 0 0 0
The John Minio 2001 Family Trust New Jersey 0 0 0 0
The John O. Downing 2000 Annuity Trust I 0 0 0 0
29
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
The John O. Downing 2000 Family Trust 0 0 0 0
The John O. Downing 2001 Annuity Trust I 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 P. Curtin, Jr. 2001 Annuity Trust I 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 John S. Weinberg 2001 Annuity Trust I 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 Jonathan M. Lopatin 2001 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 Della Rosa 2001 Annuity Trust I 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 Joseph H. Gleberman 2001 Annuity Trust I 0 0 0 0
The Karen Barlow Corrigan 2000 Trust 0 0 0 0
The Karen Rebecca Alper 2000 Trust 0 0 0 0
The 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
30
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
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 Kevin W. Kennedy 2001 Annuity Trust I 0 0 0 0
The Kevin W. Kennedy 2001 Siblings 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 Lawrence R. Buchalter 2001 Annuity
Trust I 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 Lee G. Vance 2001 Annuity Trust I 0 0 0 0
The Leslie C. Tortora 2000 Annuity Trust I 0 0 0 0
The Leslie C. Tortora 2001 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 Lloyd C. Blankfein 2001 Annuity Trust I 0 0 0 0
The Louise Rice Townsend 2000 Trust 0 0 0 0
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
31
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
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
The Mark A. Zurack 2001 Annuity Trust I 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 Schwartz 2001 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
The Mark Tercek 2001 Annuity Trust I 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 Maya Bettina Linden 2000 Trust 0 0 0 0
Melissa Jane Minehan 2001 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
The Michael D. Ryan 2001 Annuity Trust I 0 0 0 0
The Michael J. Zamkow 2000 Annuity Trust I 0 0 0 0
The Michael J. Zamkow 2000 Family Trust 0 0 0 0
The Michael J. Zamkow 2001 Annuity Trust I 0 0 0 0
The Michael J. Zamkow 2001 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
32
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
The Milton R. Berlinski 2001 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
Murphy 2001 GRAT 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 Patrick J. Ward 2001 Trust 0 0 0 0
The Patrick Scire 2001 Grantor Retained
Annuity Trust New Jersey 0 0 0 0
The Patrick Scire 2001 Family Trust New Jersey 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 C. Gerhard 2001 Annuity Trust I 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 D. Kiernan, III 2001 Annuity
Trust I 0 0 0 0
The Peter S. Kraus 2000 Annuity Trust I 0 0 0 0
The Peter S. Kraus 2001 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 D. Murphy 2001 Annuity Trust I 0 0 0 0
The Philip Darivoff 2000 Annuity Trust I 0 0 0 0
The Philip Darivoff 2001 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
The Ralph F. Rosenberg 2001 Annuity Trust I 0 0 0 0
33
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
Randal M. Fippinger-Millennium Trust 0 0 0 0
The Randolph L. Cowen 2000 Family Trust 0 0 0 0
The Randy Frankel 2001 Family Trust 0 0 0 0
The Randy Frankel 2001 Grantor Retained
Annuity 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 A. Sapp 2001 Annuity Trust I 0 0 0 0
The Richard E. Witten 2000 Annuity Trust I 0 0 0 0
The Richard E. Witten 2001 Annuity Trust I 0 0 0 0
The Richard G. Sherlund 2000 Annuity Trust I 0 0 0 0
The Richard G. Sherlund 2001 Annuity Trust I 0 0 0 0
The Richard Hogan 2001 Grantor Retained
Annuity Trust 0 0 0 0
The Richard Hogan 2001 Family Trust 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. Litterman 2001 Annuity Trust I 0 0 0 0
The Robert B. Morris III 2000 Annuity
Trust I 0 0 0 0
The Robert B. Morris III 2000 Family Trust 0 0 0 0
The Robert B. Morris III 2001 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. Hurst 2001 Annuity Trust I 0 0 0 0
34
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
The Robert J. Katz 2000 Annuity Trust I 0 0 0 0
The Robert J. Katz 2001 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. O'Shea 2001 Annuity Trust I 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 J. Pace 2001 Annuity Trust I 0 0 0 0
The Robert K. Steel 2000 Annuity Trust I 0 0 0 0
The Robert K. Steel 2001 Annuity Trust I 0 0 0 0
The Robin Neustein 2000 Annuity Trust I 0 0 0 0
The Robin Neustein 2001 Annuity Trust I 0 0 0 0
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
The Scott B. Kapnick 2001 Annuity Trust I 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 Sharmin Mossavar-Rahmani 2001 Annuity
Trust I 0 0 0 0
The Stephen M. Neidich 2000 Trust 0 0 0 0
The Steven J. Wisch 2001 Annuity Trust I 0 0 0 0
The Steven J. Wisch 2001 Family 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
35
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
The Steven T. Mnuchin 2000 Family Trust 0 0 0 0
The Steven T. Mnuchin 2001 Annuity Trust I 0 0 0 0
The Steven Starker 2001 Grantor Retained
Annuity Trust 0 0 0 0
The Steven Starker 2001 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 Stuart Mark Rothenberg 2001 Annuity
Trust I 0 0 0 0
The Stuart Sternberg 2001 Grantor Retained
Annuity Trust 0 0 0 0
The Stuart Sternberg 2001 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 Terence M. O' Toole 2001 Annuity Trust I 0 0 0 0
The Tess Augusta Linden 2000 Trust 0 0 0 0
The Thomas J. Healey 2001 Annuity Trust New Jersey 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 Thomas K. Montag 2001 Annuity Trust I 0 0 0 0
The Tracy Richard Wolstencroft 2000 Annuity
Trust I 0 0 0 0
The Tracy Richard Wolstencroft 2000 Family
Trust 0 0 0 0
The Tracy Richard Wolstencroft 2001 Annuity
Trust I 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
Trust for the benefit of Megan H. Hagerty
u/a DTD 3/26/01 New Jersey 0 0 0 0
Trust for the benefit of Thomas Jeremiah
Healey u/a DTD 3/26/01 New Jersey 0 0 0 0
36
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
Trust u/w James Kellogg III New Jersey 0 0 0 0
The Unicorn Trust UK 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 Walter H. Haydock 2001 Annuity Trust I 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
Zachariah Cobrinik 2001 Annuity Trust I 0 0 0 0
Zachariah Cobrinik 2001 Family Trust 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
Bermuda Partners, L.P. Delaware 0 0 0 0
Crestley, L.P. Delaware 0 0 0 0
EPG Associates, L.P. 0 0 0 0
Greenley Partners, L.P. Delaware 0 0 0 0
Harris Capital Partners, Limited
Partnership Delaware 0 0 0 0
HEMPA Limited Partnership Delaware 0 0 0 0
JSS Investment Partners, L.P. Delaware 0 0 0 0
The Litzenberger Family Limited Partnership Delaware 0 0 0 0
Mesdag Family Limited Partnership Delaware 0 0 0 0
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
The Rizner Family Limited Partnership Illinois 0 0 0 0
Savitz Investment Partners, L.P. Delaware 0 0 0 0
Silverman Partners, L.P. Delaware 0 0 0 0
Stone Gate GS Partners, L.P. Delaware 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
Ward Investment Partners, L.P. Delaware 0 0 0 0
37
ITEM 9 ITEM 10
ITEM 6 ITEM 7 ITEM 8 SOLE SHARED
PLACE OF SOLE VOTING SHARED VOTING DISPOSITIVE DISPOSITIVE
ORGANIZATION (NEW POWER OF POWER OF POWER OF POWER OF
ITEM 1 YORK UNLESS UNCOVERED UNCOVERED UNCOVERED UNCOVERED
NAMES OF REPORTING PERSONS OTHERWISE INDICATED) SHARES SHARES SHARES SHARES
-------------------------- -------------------- ------ ------ ------ ------
Windy Hill Investment Company II, L.P. Delaware 0 0 0 0
Winkelried Investment Partners, L.P. Delaware 0 0 0 0
LIMITED LIABILITY COMPANIES
The Fred Kambeitz Family LLC Delaware 0 0 0 0
The Gary Tolchin Family LLC Delaware 0 0 0 0
The George Varsam Family LLC Delaware 0 0 0 0
The James Coufos Family LLC Delaware 0 0 0 0
The John Minio Family LLC Delaware 0 0 0 0
The Lawrence Cohen Family LLC Delaware 0 0 0 0
The Lawrence Trainor Family LLC Delaware 0 0 0 0
The Lowell Millar Family LLC Delaware 0 0 0 0
The Patrick Scire Family LLC Delaware 0 0 0 0
The Raymond Murphy Family LLC Delaware 0 0 0 0
The Rebecca Amitai Family LLC Delaware 0 0 0 0
The Richard Hogan Family LLC Delaware 0 0 0 0
The Stephen Levick Family LLC Delaware 0 0 0 0
The Steven Starker Family LLC Delaware 0 0 0 0
The Stuart Sternberg Family LLC Delaware 0 0 0 0
The Thomas Gravina Family LLC Delaware 0 0 0 0
The Thomas Williams Family LLC Delaware 0 0 0 0
The Todd Christie Family LLC Delaware 0 0 0 0
CORPORATIONS
Anahue Limited Jersey 0 0 0 0
Guapulo Holdings Limited Jersey 0 0 0 0
HJS2 Limited Cayman Islands 0 0 0 0
IAT Reinsurance Syndicate Ltd. Bermuda 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
38
This Amendment No. 19 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. 19 is being filed primarily because certain
Covered Persons (as defined below) have in the aggregate transferred shares of
Common Stock (as defined below) in an amount in excess of one percent of the
total number of shares of Common Stock outstanding.
ITEM 1. SECURITY AND ISSUER
This Schedule relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Goldman Sachs Group, Inc., 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 SMBC Capital
Markets, Inc. (formerly Sumitomo Bank Capital Markets, Inc.) ("SMBC") 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 SMBC and KAA, respectively,
on the one hand, and GS Inc., on the other hand (respectively, the "SMBC Shares"
and the "KAA Shares"). All information contained in this Schedule relating to
SMBC and KAA has been included based upon information provided by SMBC and KAA;
the separate Schedules 13D filed by SMBC and KAA and any amendments thereto
should be referred to for information relating to SMBC 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. or a spouse or former spouse thereof. GS Inc. is a global
investment banking and securities firm. Each Covered Person who is not an
individual is a trust, limited partnership, limited liability company or
corporation created by or for an Individual Covered Person for estate planning
purposes. Each Covered Person listed in Appendix A under the caption
"Partnerships" is a limited partnership of which an Individual Covered Person is
general partner. Each Covered Person listed in Appendix A under the caption
"Corporations" (a "Corporate Covered Person") is controlled by an Individual
Covered Person (the "Controlling Covered Person"). Each Covered Person listed in
Appendix A under the caption "Limited Liability Companies" (a "Limited Liability
Covered Person") is a limited liability company of which an Individual Covered
Person is a managing member. The name, citizenship, business address and present
principal occupation or employment of each of the directors and executive
officers of each Corporate 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 or under the laws of the United Kingdom, 26 New Street, St. Helier,
Jersey, JE2 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; (iii) in the case of entities organized in Bermuda, Victoria
Hall, 11 Victoria Street, Hamilton HM11, Bermuda; and (iv) 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 Shares in exchange for their interests in Group L.P. and certain
of its affiliates and investee corporations; (ii) the former owners (the "Hull
Covered Persons") of Hull and Associates, L.L.C. ("Hull") acquired certain
Covered Shares in exchange for their interests in Hull; (iii) the former members
of SLK LLC (the "SLK Covered Persons") acquired
39
certain Covered Shares in exchange for their interests in SLK LLC (together with
its subsidiaries and affiliates, "SLK"); (iv) the former members of Benjamin
Jacobson & Sons, LLC (the "Jacobson Covered Persons") acquired certain Covered
Shares in exchange for their interests in Benjamin Jacobson & Sons, LLC
("Jacobson"); (v) 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; (vi) certain Individual Covered Persons
(the "Transferee Covered Persons") acquired their Covered Shares from other
Individual Covered Persons in accordance with pre-existing contractual
arrangements or judicial decrees; and (vii) certain Covered Persons (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,
the SLK Covered Persons, the Jacobson Covered Persons and the Transferee Covered
Persons, acquired certain 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 certain 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 SLK Covered Persons acquired certain
Covered Shares in connection with the acquisition by GS Inc. of SLK and through
certain employee compensation, benefit or similar plans of GS Inc. The Jacobson
Covered Persons acquired certain Covered Shares in connection with the
acquisition by GS Inc. of Jacobson and through certain employee compensation,
benefit or similar plans of GS Inc. The Transferee Covered Persons acquired
their Covered Shares from other Individual Covered Persons in accordance with
pre-existing contractual arrangements or judicial decrees. As a condition to the
transfer of the Covered Shares, the Shareholders' Committee required that each
Transferee 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. 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.
The board of directors of GS Inc. has approved a program (the "Rule 144
Program") to permit the PMDs and former direct and indirect owners of Hull to
sell, in a coordinated manner, a portion of their shares of Common Stock in
accordance with the volume and manner of sale limitations of Rule 144 under the
Securities Act of 1933, as amended ("Rule 144"). Sales under the Rule 144
Program are made on behalf of the participating Covered Persons pursuant to a
Power of Attorney, a form of which is filed as an Exhibit to this Schedule. The
board of directors of GS Inc. suspended the Rule 144 Program for the fiscal
quarter ending November 30, 2001. The Rule 144 Program may continue in
subsequent fiscal quarters, but can be suspended or terminated at any time. GS
Inc. has not solicited indications of interest from any of the Covered Persons
as to whether they would like to sell shares of Common Stock in subsequent
fiscal quarters.
Covered Persons may from time to time acquire Uncovered Shares for
investment purposes. Except as described in Item 6 and except for the
acquisition by Covered Persons of Common Stock pursuant to employee
compensation, benefit or similar plans of GS Inc. in the future or as described
above, none of the Covered Persons has any plans or proposals which relate to or
would result in their acquisition of additional Common Stock or any of the other
events described in Item 4(a) through 4(j).
Each Covered Person is expected to evaluate on an ongoing basis GS
Inc.'s financial condition and prospects and his or her interests in and with
respect to GS Inc. Accordingly, each Covered Person may change his or her plans
and intentions at any time and from time to time. In particular, each Covered
Person may at any time and from time to time acquire or dispose of shares of
Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Rows (11) and (13) of the cover page to this Schedule, 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 SMBC Shares and the KAA
40
Shares. Except as described in Annex D, none of the shares of Common Stock
reported in rows (11) and (13) of the cover page to this Schedule and Appendix A
are shares as to which there is a right to acquire exercisable within 60 days.
(b) Rows (7) through (10) of the cover page to this Schedule, 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 SMBC Shares and the KAA Shares.
(c) Except as described in Annex E 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, certain Hull Covered
Persons and the Transferee 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. In the case of each SLK
Covered Person, certain of the provisions and restrictions discussed below are
set forth in an Amended and Restated Member Agreement, dated as of September 10,
2000, and amended and restated as of October 26, 2000 (an "SLK Member
Agreement"), between such SLK Covered Person and GS Inc. In the case of each
Jacobson Covered Person, certain of the provisions and restrictions discussed
below are set forth in a Member Agreement, dated as of January 26, 2001 (the
"Jacobson Member Agreement" and, together with the SLK Member Agreement, the
"Member Agreements"), between such Jacobson Covered Person and GS Inc. The forms
of the Member Agreements are filed as Exhibits to this Schedule and the
following summary 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 by the SLK Covered Persons in exchange for their interests in SLK;
shares of Common Stock acquired by the Jacobson Covered Persons in exchange for
their interests in Jacobson; 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 by the Transferee Covered Persons
in accordance with pre-existing contractual arrangements or judicial decrees;
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 (other than the Transferee Covered
Persons and, with respect to the shares of Common Stock received in exchange for
their interests in Hull, the Hull Covered Persons) 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
41
Covered Shares acquired by the Hull Covered Persons in exchange for their
interests in Hull, the Covered Shares acquired by the SLK Covered Persons in
exchange for their interests in SLK and the Covered Shares acquired by the
Jacobson Covered Persons in exchange for their interests in Jacobson. Under
these restrictions, each such PMD, Hull Covered Person, SLK Covered Person and
Jacobson Covered Person has agreed not to transfer such Covered Shares until May
7, 2002, the third anniversary of the date of GS Inc.'s initial public offering
of its Common Stock (the "Partner Transfer Restrictions" and, together with the
General Transfer Restrictions, the "Transfer Restrictions"). The Partner
Transfer Restrictions will lapse as to such Covered Shares in equal installments
on each of May 7, 2002, May 7, 2003 and May 7, 2004. The Covered Shares held by
each Estate Planning Covered Person and Transferee Covered Person are subject to
the same Partner Transfer Restrictions that applied to such Covered Shares prior
to such Covered Person's acquisition thereof. 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 and the Transferee Covered Persons on the
condition that each Estate Planning Covered Person and Transferee Covered Person
agree to become a party to the Shareholders' Agreement and to be bound by the
Partner Transfer Restrictions.
On July 31, 2000, the Shareholders' Committee waived the Partner
Transfer Restrictions solely to permit certain Covered Persons to pledge a
portion of their Covered Shares to obtain approximately $400,000,000 in loan
commitments to make investments from time to time in certain merchant banking
funds sponsored by GS Inc. The loan commitments are for five years, may be drawn
upon from time to time and generally require that any loans be collateralized by
shares of Common Stock with a market value four times that of the amount
borrowed. Pursuant to Rule 13d-3(d)(3) under the Securities Exchange Act of
1934, as amended, the pledgees did not acquire beneficial ownership of the
pledged shares by virtue of the pledge.
The Shareholders' Committee and, in the case of the Hull Covered
Persons, the board of directors waived the Partner Transfer Restrictions to
permit the sale of an aggregate of 9,151,798 Covered Shares by certain Covered
Persons during GS Inc.'s fiscal quarter ending August 31, 2001 under the Rule
144 Program described in Item 4.
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 Employee Covered Persons.
OTHER RESTRICTIONS
The Shareholders' Agreement also prohibits the Employee 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, an Employee Covered Person may
not:
42
participate in a proxy solicitation to or with a Restricted Person; deposit any
Covered Shares in a voting trust or subject any Covered Shares to any voting
agreement or arrangement that includes any Restricted Person; form, join or in
any way participate in a "group" with any Restricted Person; or together with
any Restricted Person, propose certain transactions with GS Inc. or seek the
removal of any directors of GS Inc. or any change in the composition of the
board of directors.
TERM, AMENDMENT AND CONTINUATION
The Shareholders' Agreement is to continue in effect until the earlier
of January 1, 2050 and the time it is terminated by the vote of 66 2/3% of the
outstanding Voting Interests. The Partner Transfer Restrictions will not
terminate upon the expiration or termination of the Shareholders' Agreement
unless previously waived or terminated or unless subsequently waived or
terminated by the board of directors. The Shareholders' Agreement may generally
be amended at any time by a majority of the outstanding Voting Interests.
Unless otherwise terminated, in the event of any transaction in which a
third party succeeds to the business of GS Inc. and in which Covered Persons
hold securities of the third party, the Shareholders' Agreement will remain in
full force and effect as to the securities of the third party, and the third
party shall succeed to the rights and obligations of GS Inc. under the
Shareholders' Agreement.
INFORMATION REGARDING THE SHAREHOLDERS' COMMITTEE
The Shareholders' Committee shall at any time consist of each of those
individuals who are both Employee Covered Persons and members of the board of
directors and who agree to serve as members of the Shareholders' Committee. If
there are less than three individuals who are both Employee Covered Persons and
members of the board of directors and who agree to serve as members of the
Shareholders' Committee, the Shareholders' Committee shall consist of each such
individual plus such additional individuals who are Employee Covered Persons and
who are selected pursuant to procedures established by the Shareholders'
Committee as shall assure a Shareholders' Committee of not less than three
members who are Employee Covered Persons. Currently, Henry M. Paulson, Jr.,
Robert J. Hurst, John A. Thain and John L. Thornton are the members of the
Shareholders' Committee.
VOTING AGREEMENTS
Both SMBC 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 SMBC 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 SMBC 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 Estate Planning Covered Persons who
are corporations and certain transfers to Estate Planning Covered Persons who
are trusts, the IPO Pledge was replaced with a guarantee and pledge agreement
that was entered into by the relevant Estate Planning Covered Person. In
addition, each transferring Covered Person in these transfers was required to
pledge the capital stock or trust interests, as applicable, of the relevant
Estate Planning Covered Person to GS Inc. in order to further secure the
transferring Covered Person's obligations under the noncompetition agreement.
The forms of the pledge agreements, as amended, are filed as Exhibits to this
Schedule and the foregoing summary of these agreements is qualified in its
entirety by reference thereto.
43
In connection with GS Inc.'s acquisitions of SLK and Jacobson, each
SLK Covered Person or Jacobson Covered Person who is an individual has pledged
to GS Inc. Common Stock or other assets to secure the SLK Covered Person's or
Jacobson Covered Person's obligation under his or her Member Agreement to pay
liquidated damages upon breach of certain provisions relating to noncompetition
and nonsolicitation. The form of each pledge agreement, as amended, is filed as
an Exhibit to this Schedule and the foregoing summary of this agreement is
qualified in its entirety by reference thereto.
REGISTRATION RIGHTS INSTRUMENT FOR CHARITABLE DONATIONS
In connection with the donation of shares of Common Stock by certain
Covered Persons to certain charitable organizations on December 13, 1999 and
December 22, 2000, GS Inc. entered into a Registration Rights Instrument and two
substantially similar Supplemental Registration Rights Instruments (the
"Charitable Supplements"). The following is a description of the Registration
Rights Instrument, as supplemented by the Charitable Supplements. The
Registration Rights Instrument and the Charitable Supplements are filed as
Exhibits to this Schedule, and the following summary of these agreements is
qualified in its entirety by reference thereto.
Pursuant to the Registration Rights Instrument and the Charitable
Supplements, GS Inc. has agreed to register the donated shares of Common Stock
for resale by charitable foundations and public charities. GS Inc. has agreed in
the Registration Rights Instrument and the Charitable Supplements to pay all of
the fees and expenses relating to the offering by the charitable organizations,
other than any agency fees and commissions or underwriting commissions or
discounts or any transfer taxes incurred by the charitable organizations in
connection with their resales. GS Inc. also has agreed to indemnify the
charitable organizations against certain liabilities, including those arising
under the Securities Act.
GS Inc. may amend the Registration Rights Instrument and the
Charitable Supplements in any manner that it deems appropriate, without the
consent of any charitable organization. However, GS Inc. may not make any
amendment that would cause the shares of Common Stock to fail to be "qualified
appreciated stock" within the meaning of Section 170 of the Internal Revenue
Code. In addition, GS Inc. may not make any amendment that would materially and
adversely affect the rights of any charitable organization without the consent
of a majority of the materially and adversely affected charitable organizations.
REGISTRATION RIGHTS INSTRUMENT FOR EMPLOYEE MANAGING DIRECTORS
In connection with the sale by certain Covered Persons (the "Employee
Managing Directors") of shares of Common Stock acquired from GS Inc. pursuant to
the terms of restricted stock units, GS Inc. entered into a Supplemental
Registration Rights Instrument (the "EMD Supplement"), which supplements the
Registration Rights Instrument referred to above. The following is a description
of the Registration Rights Instrument, as supplemented by the EMD Supplement.
The Registration Rights Instrument and the EMD Supplement are filed as Exhibits
to this Schedule, and the following summary of these agreements is qualified in
its entirety by reference thereto.
Pursuant to the Registration Rights Instrument and the EMD
Supplement, GS Inc. has agreed to pay all of the fees and expenses relating to
the registered offering of shares of Common Stock held by the Employee Managing
Directors, other than any agency fees and commissions or underwriting
commissions or discounts or any transfer taxes incurred by the Employee Managing
Directors in connection with the sales. GS Inc. also has agreed to indemnify the
Employee Managing Directors against certain liabilities, including those arising
under the Securities Act.
44
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 (incorporated by reference to
Exhibit F to Amendment No. 4 to the Initial Schedule 13D,
filed July 11, 2000 (File No. 005-56295)).
G. Registration Rights Instrument, dated as of December 10, 1999
(incorporated by reference to Exhibit G to Amendment No. 1 to
the Initial Schedule 13D, filed December 17, 1999 (File No.
005-56295)).
H. Supplemental Registration Rights Instrument, dated as of
December 10, 1999 (incorporated by reference to Exhibit H to
Amendment No. 1 to the Initial Schedule 13D, filed December
17, 1999 (File No. 005-56295)).
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)).
45
Exhibit Description
--------- --------------------------------------------------------------
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)).
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 Counterpart to Shareholders' Agreement for Transferee
Covered Persons (incorporated by reference to Exhibit Q to
Amendment No. 5 to the Initial Schedule 13D, filed August 2,
2000 (File No. 005-56295)).
R. Supplemental Registration Rights Instrument, dated as of June
19, 2000 (incorporated by reference to Exhibit R to Amendment
No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File
No. 005-56295)).
S. Supplemental Registration Rights Instrument, dated as of July
31, 2000 (incorporated by reference to Exhibit S to Amendment
No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File
No. 005-56295)).
T. Underwriting Agreement (U.S. Version), dated as of August 1,
2000 (incorporated by reference to Exhibit T to Amendment No.
5 to the Initial Schedule 13D, filed August 2, 2000 (File No.
005-56295)).
U. Underwriting Agreement (International Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit U to
Amendment No. 5 to the Initial Schedule 13D, filed August 2,
2000 (File No. 005-56295)).
V. Underwriting Agreement (Asia/Pacific Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit V to
Amendment No. 5 to the Initial Schedule 13D, filed August 2,
2000 (File No. 005-56295)).
W. Form of Power of Attorney to be executed by Covered Persons
participating in the Rule 144 Program (incorporated by
reference to Exhibit W to Amendment No. 8 to the Initial
Schedule 13D, filed September 25, 2000 (File No. 005-56295)).
X. Power of Attorney (incorporated by reference to Exhibit X to
Amendment No. 14 to the Initial Schedule 13D, filed March 29,
2001 (File No. 005-56295)).
Y. Form of Amended and Restated Member Agreement, dated as of
September 10, 2000, and amended and restated as of October 26,
2000, between GS Inc. and each SLK Covered Person
(incorporated by reference to Exhibit Y to Amendment No. 10 to
the Initial Schedule 13D, filed November 3, 2000 (File No.
005-56295)).
Z. Form of Pledge Agreement, dated as of October 31, 2000,
between GS Inc. and each SLK Covered Person (incorporated by
reference to Exhibit Z to Amendment No. 10 to the Initial
Schedule 13D, filed November 3, 2000 (File No. 005-56295)).
46
Exhibit Description
--------- --------------------------------------------------------------
AA. Supplemental Registration Rights Instrument, dated as of
December 21, 2000 (incorporated by reference to Exhibit AA to
Amendment No. 12 to the Initial Schedule 13D, filed January
23, 2001 (File No. 005-56295)).
BB. Form of Member Agreement, dated as of January 26, 2001,
between GS Inc. and each Jacobson Covered Person (incorporated
by reference to Exhibit BB to Amendment No. 14 to the Initial
Schedule 13D, filed March 28, 2001 (File No. 005-56295)).
CC. Form of Pledge Agreement, dated as of March 19, 2001, between
GS Inc. and each Jacobson Covered Person (incorporated by
reference to Exhibit CC to Amendment No. 14 to the Initial
Schedule 13D, filed March 28, 2001 (File No. 005-56295)).
DD. Form of Guarantee and Pledge Agreement for trusts.
EE. Form of Pledge Agreement for beneficiaries of trusts.
47
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
BUSINESS PRESENT LAWS WITHIN THE THE GOLDMAN
NAME CITIZENSHIP ADDRESS EMPLOYMENT LAST FIVE YEARS SACHS GROUP, INC.
---- ----------- ------- ---------- --------------- -----------------
Steven M. USA 85 Broad Street Managing None Covered Person,
Bunson New York, NY Director, The so ownership is
10004 Goldman Sachs as set forth in
Group, Inc. or incorporated
into Item 5
above.
Russell E. USA 85 Broad Street Managing None Covered Person,
Makowsky New York, NY Director, The so ownership is
10004 Goldman Sachs as set forth in
Group, Inc. or incorporated
into Item 5
above.
Michael H. UK 26 New Street, Partner, None None
Richardson St. Helier, Bedell Cristin
Jersey,
JE4 3RA
John D. UK Victoria Hall Vice President/ None None
Amaral 11 Victoria St. Account Manager,
Hamilton HM11 J&H Marsh &
Bermuda McLennan
Marguerite USA 120 Broadway Vice President, None None
R. Gorman New York, NY Spear, Leeds &
10271 Kellogg, L.P.
Richard D. UK 41 Cedar Avenue Partner, None None
Spurling Hamilton HM12 Appleby,
Bermuda Spurling & Kempe
48
ANNEX B
ITEMS 2(D)
AND 2(E). INFORMATION REQUIRED AS TO CERTAIN PROCEEDINGS
None.
49
ANNEX C
ITEM 4. PLANNED DISPOSITION OF SECURITIES OF THE ISSUER BY COVERED PERSONS
None.
50
ANNEX D
ITEM 5(A). DESCRIPTION OF SHARES AS TO WHICH THERE IS A RIGHT TO ACQUIRE
EXERCISABLE WITHIN 60 DAYS
An aggregate of 38,701 shares of Common Stock are deliverable to Covered Persons
upon the exercise of stock options that vested and became exercisable on
September 25, 2000 and an aggregate of 42,467 shares of Common Stock are
deliverable to Covered Persons upon the exercise of stock options that vested
and became exercisable on September 24, 2001. Upon delivery, these shares of
Common Stock will be Covered Shares.
51
ANNEX E
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 Covered Shares were made by the following Covered Persons
through Mellon Investor Services LLC for cash on the New York Stock Exchange:
COVERED PERSON TRADE DATE NUMBER OF SHARES PRICE PER SHARE
-------------- ---------- ---------------- ---------------
Frank A. Bednarz September 27, 2001 2,182 $68.01
Matthias K. Frisch September 27, 2001 131 68.01
William M. Grathwohl September 27, 2001 2,721 68.01
William M. Grathwohl September 27, 2001 205 68.01
Todd W. Leland September 27, 2001 1,033 68.01
Kevin L. Lundeen September 27, 2001 300 68.01
Kevin L. Lundeen September 27, 2001 355 68.01
Theodore E. Niedermayer September 27, 2001 1,457 68.01
Suok J. Noh September 27, 2001 1,681 68.01
Suok J. Noh September 27, 2001 925 68.01
John P. Rustum September 27, 2001 100 68.01
J. Michael Sanders September 27, 2001 600 68.01
Andrew J. Stuart September 27, 2001 845 68.01
Stephen S. Trevor September 27, 2001 622 68.01
Scott R. Weinstein September 27, 2001 350 68.01
David N. Fleischer September 28, 2001 650 71.12
Jacques Martin September 28, 2001 200 71.12
Therese L. Miller September 28, 2001 646 71.12
Therese L. Miller September 28, 2001 258 71.12
James R. Paradise September 28, 2001 1,000 71.12
William H. Wolf, Jr. September 28, 2001 50 71.12
David R. Boles October 1, 2001 1,837 73.00
Oliver L. Frankel October 1, 2001 800 73.00
Oliver L. Frankel October 1, 2001 447 73.00
Mitchell I. Scherzer October 1, 2001 1,000 73.00
Steven H. Strongin October 1, 2001 924 73.00
John D. Bertuzzi October 2, 2001 500 72.99
Eduardo A. Cruz October 2, 2001 941 72.99
Eduardo A. Cruz October 2, 2001 400 72.99
William C. Dudley October 2, 2001 363 72.99
Alexander S. Ehrlich October 2, 2001 1,300 72.99
Michael P. Esposito October 2, 2001 1,000 72.99
David K. Kaugher October 2, 2001 300 72.99
Michael L. Pasternak October 2, 2001 1,312 72.99
Michael L. Pasternak October 2, 2001 1,312 72.99
John S. Rizner October 2, 2001 1,731 72.99
William H. Wolf, Jr. October 2, 2001 100 72.99
Eric J. Coutts October 3, 2001 1,494 74.90
John P. Rustum October 4, 2001 100 78.16
David G. Shell October 4, 2001 886 78.16
Scott R. Weinstein October 4, 2001 337 78.16
John S. Willian October 4, 2001 558 78.16
Jacob Y. Friedman October 5, 2001 300 76.50
Matthias K. Frisch October 5, 2001 200 76.50
Keith L. Hayes October 5, 2001 1,138 76.50
John J. McCabe October 5, 2001 379 76.50
Ivan Ross October 5, 2001 300 76.50
J. Michael Sanders October 5, 2001 546 76.50
Ravi M. Singh October 5, 2001 1,036 76.50
W. Reed Chisholm, II October 8, 2001 1,000 75.57
Jacques Martin October 8, 2001 100 75.57
John J. Vaske October 8, 2001 239 75.57
John J. Vaske October 8, 2001 361 75.57
Steven M. Feldman October 9, 2001 1,874 76.72
C. Douglas Fuge October 9, 2001 1,882 76.72
Evan W. Siddall October 9, 2001 756 76.72
Philip A. Cooper October 11, 2001 287 84.15
Philip A. Cooper October 11, 2001 371 84.15
John E. Eisenberg October 11, 2001 200 84.15
Andrew R. Jessop October 11, 2001 590 84.15
John P. Rustum October 11, 2001 100 84.15
Alastair M. Borthwick October 12, 2001 792 81.90
W. Reed Chisholm, II October 12, 2001 240 81.90
W. Reed Chisholm, II October 12, 2001 244 81.90
Aubrey J. Ellis October 12, 2001 1,021 81.90
Aubrey J. Ellis October 12, 2001 1,029 81.90
Ian J. Evans October 12, 2001 500 81.90
Robert K. Frumkes October 12, 2001 1,198 81.90
Jana Hale Doty October 12, 2001 1,958 81.90
Rustom N. Khandalavala October 12, 2001 479 81.90
Rustom N. Khandalavala October 12, 2001 935 81.90
Michael K. Klingher October 12, 2001 700 81.90
Michael K. Klingher October 12, 2001 300 81.90
Antigone Loudiadis October 12, 2001 1,000 81.90
Stephen J. McGuinness October 12, 2001 1,040 81.90
James E. Milligan October 12, 2001 1,872 81.90
Douglas D. Moffitt October 12, 2001 745 81.90
Douglas D. Moffitt October 12, 2001 2,054 81.90
Jeffrey W. Schroeder October 12, 2001 757 81.90
Jeffrey W. Schroeder October 12, 2001 442 81.90
Matthias K. Frisch October 15, 2001 200 83.30
John P. Rustum October 15, 2001 474 83.30
Harvey M. Schwartz October 15, 2001 1,000 83.30
Robert J. Shea, Jr. October 15, 2001 897 83.30
Andrew J. Stuart October 15, 2001 1,000 83.30
Janet L. Bell October 16, 2001 600 84.24
William Connell October 16, 2001 1,979 84.24
Ian J. Evans October 16, 2001 615 84.24
Robert H. Jolliffe October 16, 2001 1,141 84.24
David K. Kaugher October 16, 2001 250 84.24
John J. Lauto October 16, 2001 500 84.24
Jacques Martin October 16, 2001 86 84.24
Christopher H. Turner October 16, 2001 1,000 84.24
Christopher H. Turner October 16, 2001 1,500 84.24
Ashok Varadhan October 16, 2001 2,645 84.24
W. Reed Chisholm, II October 17, 2001 842 83.24
Isabelle Ealet October 17, 2001 168 83.24
Isabelle Ealet October 17, 2001 334 83.24
Isabelle Ealet October 17, 2001 335 83.24
Isabelle Ealet October 17, 2001 1,333 83.24
Shigeki Kiritani October 17, 2001 521 83.24
John J. Lauto October 17, 2001 198 83.24
John J. Lauto October 17, 2001 296 83.24
Jacques M. Longerstaey October 17, 2001 426 83.24
Mark E. Bamford October 18, 2001 1,405 81.86
Arthur S. Margulis, Jr. October 18, 2001 4,814 81.86
Todd A. Williams October 18, 2001 1,410 81.86
Juan A. Del Rivero October 19, 2001 2,329 79.81
Juan A. Del Rivero October 19, 2001 1,166 79.81
Nicholas J. Gaynor October 22, 2001 797 79.85
Scott R. Weinstein October 22, 2001 300 79.85
Ellen R. Porges October 23, 2001 250 81.98
Ivan Ross October 23, 2001 178 81.98
William H. Wolf, Jr. October 23, 2001 200 81.98
Robert P. Fisher, Jr. October 24, 2001 3,870 80.77
Robert P. Fisher, Jr. October 24, 2001 1,103 80.77
Matthias K. Frisch October 24, 2001 200 80.77
Richard J. Lieb October 24, 2001 2,088 80.77
Andrew J. Stuart October 24, 2001 887 80.77
Daisuke Toki October 24, 2001 500 80.77
Elliot M. Alchek October 25, 2001 951 79.95
Elliot M. Alchek October 25, 2001 557 79.95
Christopher Grigg October 25, 2001 1,045 79.95
Edward Sebastian Grigg October 25, 2001 786 79.95
Jonathan R. Knight October 25, 2001 1,063 79.95
Jacques Martin October 25, 2001 100 79.95
Ellen R. Porges October 25, 2001 100 79.95
Janet L. Bell October 26, 2001 576 82.11
Calvin R. Carver, Jr. October 26, 2001 500 82.11
Robert J. Christie October 26, 2001 1,200 82.11
Mark Dehnert October 26, 2001 1,532 82.11
Jacob Y. Friedman October 26, 2001 300 82.11
Matthias K. Frisch October 26, 2001 200 82.11
Roger C. Harper October 26, 2001 2,568 82.11
Roger C. Harper October 26, 2001 451 82.11
David K. Kaugher October 26, 2001 650 82.11
Ronald S. Levin October 26, 2001 2,503 82.11
R. Scott Morris October 26, 2001 1,348 82.11
James R. Paradise October 26, 2001 1,064 82.11
Pamela P. Root October 26, 2001 614 82.11
Pamela P. Root October 26, 2001 287 82.11
The following purchases of shares of Common Stock were made by the following
Covered Persons through Goldman, Sachs & Co. for cash on the New York Stock
Exchange. These shares are Uncovered Shares:
--------------------------------------------------------------------------------
TRADE NUMBER OF PRICE PER
COVERED PERSON DATE SHARES SHARE
--------------------------------------------------------------------------------
Michael J. Zamkow September 28, 2001 100 $69.60
John P. Rustum October 16, 2001 5 84.60
--------------------------------------------------------------------------------
The Covered Person listed below participates in the Common Stock fund of The
Goldman Sachs Employees' Profit Sharing Retirement Income Plan. This Covered
Person acquired interests in the Common Stock fund representing the number of
shares of Common Stock set forth below:
--------------------------------------------------------------------------------
TRANSACTION NUMBER OF PRICE PER
COVERED PERSON DATE SHARES SHARE
--------------------------------------------------------------------------------
Thomas J. McAdam August 31, 2001 2 $80.40
Thomas J. McAdam September 28, 2001 2 71.35
--------------------------------------------------------------------------------
On October 23, 2001, five Individual Covered Persons transferred an aggregate of
1,015,098 Covered Shares to entities created for estate planning purposes and,
on October 30, 2001, one Individual Covered Person transferred 1,050,897 Covered
Shares to an entity created for estate planning purposes. Upon transfer, these
entities became Estate Planning Covered Persons.
On September 24, 2001, 20,386 shares of Common Stock were delivered to Covered
Persons pursuant to the terms of an equal number of restricted stock units. Upon
delivery, these shares of Common Stock became Covered Shares.
52
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: November 2, 2001
By: /s/ Esta E. Stecher
-----------------------------------
Name: Esta E. Stecher
Title: Attorney-in-Fact
53
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 (incorporated by reference to
Exhibit F to Amendment No. 4 to the Initial Schedule 13D, filed
July 11, 2000 (File No. 005-56295)).
G. Registration Rights Instrument, dated as of December 10, 1999
(incorporated by reference to Exhibit G to Amendment No. 1 to
the Initial Schedule 13D, filed December 17, 1999 (File No.
005-56295)).
H. Supplemental Registration Rights Instrument, dated as of
December 10, 1999 (incorporated by reference to Exhibit H to
Amendment No. 1 to the Initial Schedule 13D, filed December 17,
1999 (File No. 005-56295)).
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)).
54
Exhibit Description
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)).
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 Counterpart to Shareholders' Agreement for Transferee
Covered Persons (incorporated by reference to Exhibit Q to
Amendment No. 5 to the Initial Schedule 13D, filed August 2,
2000 (File No. 005-56295)).
R. Supplemental Registration Rights Instrument, dated as of June
19, 2000 (incorporated by reference to Exhibit R to Amendment
No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File
No. 005-56295)).
S. Supplemental Registration Rights Instrument, dated as of July
31, 2000 (incorporated by reference to Exhibit S to Amendment
No. 5 to the Initial Schedule 13D, filed August 2, 2000 (File
No. 005-56295)).
T. Underwriting Agreement (U.S. Version), dated as of August 1,
2000 (incorporated by reference to Exhibit T to Amendment No. 5
to the Initial Schedule 13D, filed August 2, 2000 (File No.
005-56295)).
U. Underwriting Agreement (International Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit U to
Amendment No. 5 to the Initial Schedule 13D, filed August 2,
2000 (File No. 005-56295)).
V. Underwriting Agreement (Asia/Pacific Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit V to
Amendment No. 5 to the Initial Schedule 13D, filed August 2,
2000 (File No. 005-56295)).
W. Form of Power of Attorney to be executed by Covered Persons
participating in the Rule 144 Program (incorporated by reference
to Exhibit W to Amendment No. 8 to the Initial Schedule 13D,
filed September 25, 2000 (File No. 005-56295)).
X. Power of Attorney (incorporated by reference to Exhibit X to
Amendment No. 14 to the Initial Schedule 13D, filed March 29,
2001 (File No. 005-56295)).
Y. Form of Amended and Restated Member Agreement, dated as of
September 10, 2000, and amended and restated as of October 26,
2000, between GS Inc. and each SLK Covered Person (incorporated
by reference to Exhibit Y to Amendment No. 10 to the Initial
Schedule 13D, filed November 3, 2000 (File No. 005-56295)).
Z. Form of Pledge Agreement, dated as of October 31, 2000, between
GS Inc. and each SLK Covered Person (incorporated by reference
to Exhibit Z to Amendment No. 10 to the Initial Schedule 13D,
filed November 3, 2000 (File No. 005-56295)).
55
AA. Supplemental Registration Rights Instrument, dated as of
December 21, 2000 (incorporated by reference to Exhibit AA to
Amendment No. 12 to the Initial Schedule 13D, filed January 23,
2001 (File No. 005-56295)).
BB. Form of Member Agreement, dated as of January 26, 2001, between
GS Inc. and each Jacobson Covered Person (incorporated by
reference to Exhibit BB to Amendment No. 14 to the Initial
Schedule 13D, filed March 28, 2001 (File No. 005-56295)).
CC. Form of Pledge Agreement, dated as of March 19, 2001, between GS
Inc. and each Jacobson Covered Person (incorporated by reference
to Exhibit CC to Amendment No. 14 to the Initial Schedule 13D,
filed March 28, 2001 (File No. 005-56295)).
DD. Form of Guarantee and Pledge Agreement for trusts.
EE. Form of Pledge Agreement for beneficiaries of trusts.
EX-99.DD
3
y54483ex99-dd.txt
FORM OF GUARANTEE AND PLEDGE AGREEMENT
Exhibit DD
GUARANTEE AND PLEDGE AGREEMENT
GUARANTEE AND PLEDGE AGREEMENT, dated as of _____, 2001 (the
"Agreement"), by and between The Goldman Sachs Group, Inc., a Delaware
corporation ("GS Inc."), on its behalf and on behalf of its subsidiaries and
affiliates (collectively with GS Inc., and its and their predecessors and
successors, the "Firm"), and [name of Trust] ("Pledgor").
RECITALS
A. Covenants. The sole beneficiary of Pledgor is a shareholder of
GS Inc. (the "Shareholder"). In connection with the Shareholder's participation
in the Amended and Restated Plan of Incorporation (the "Plan") of The Goldman
Sachs Group, L.P., the Shareholder and GS Inc. entered into an Agreement
Relating to Noncompetition and Other Covenants (the "Noncompetition Agreement"),
dated as of May 7, 1999, in respect of, inter alia, the Shareholder's
obligations (the "Obligations") to keep information concerning the Firm
confidential, not to engage in competitive activities, not to solicit the Firm's
clients or employees, and to cooperate with the Firm in maintaining certain
relationships following the termination of the Shareholder's employment. In
addition, the Shareholder agreed under the Plan and the Noncompetition Agreement
to certain provisions regarding arbitration, choice of law and choice of forum,
injunctive relief and submission to jurisdiction with respect to the enforcement
of the Obligations.
B. The Shareholder's Pledge. Pursuant to the Noncompetition
Agreement, the Shareholder agreed to pay a certain amount of liquidated damages
(the "Liquidated Damages") to GS Inc. in respect of any breach by the
Shareholder of certain of the Obligations set forth in the Noncompetition
Agreement. As security for the timely payment of the Liquidated Damages and the
performance of certain covenants and agreements of the Shareholder in a pledge
agreement of even date herewith between the Shareholder and GS Inc. (the
"Shareholder Pledge Agreement"), the Shareholder has agreed to pledge to the
Firm the Shareholder's interest in Pledgor.
C. Pledgor's Guarantee and Pledge. Pledgor has agreed to
guarantee the satisfaction of the Shareholder's obligation to pay the Liquidated
Damages under the Noncompetition Agreement and the Shareholder's performance of
the Covenants (as defined in the Shareholder Pledge Agreement). As security for
the satisfaction by Pledgor of such guarantee, Pledgor has agreed to pledge to
the Firm the Pledged Shares (as defined below) and to make certain other
covenants and undertakings all as set forth herein.
D. Release of Original Shareholder Pledge Agreement. The
Shareholder has pledged to GS Inc. shares (the "Pledged Shares") of common stock
of GS Inc. ("Common Stock") pursuant to the Pledge Agreement, dated as of May 7,
1999, as amended as of July 10, 2000, between GS Inc. and the Shareholder (as so
amended, the "Original Shareholder Pledge Agreement"). It is a condition to the
release of the Pledged Shares from the lien under the Original Shareholder
Pledge Agreement that the Pledgor enter into this Agreement.
NOW, THEREFORE, in consideration of the premises contained herein
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
1. Guarantee. Pledgor unconditionally and irrevocably guarantees
(the "Guarantee") to GS Inc. the satisfaction by the Shareholder of the
Shareholders' obligation to pay the Liquidated Damages under the Noncompetition
Agreement and the Shareholders' performance of the Covenants (the Guarantee by
Pledgor of the obligations of the Shareholder to pay such Liquidated Damages and
to perform the Covenants are referred to herein as the "Secured Obligations").
The Guarantee is one of payment and not of collection and shall not be affected
by the validity of the Secured Obligations. Pledgor hereby waives all legal and
equitable defenses to the enforcement of the Guarantee.
2. Pledge.
(a) As collateral security for the full and timely performance of
the Secured Obligations, Pledgor hereby delivers, deposits, pledges, transfers
and assigns to GS Inc., in form transferable by delivery, and creates for the
benefit of GS Inc. a perfected first priority security interest in, the Pledged
Shares (and all certificates or other instruments or documents evidencing the
Pledged Shares) and, except as set forth in Section 3(a), all proceeds thereof
(together with any securities or property to be delivered to GS Inc. pursuant to
Section 3(b) and, upon substitution or delivery in accordance with Section 2(b),
any Substitute Collateral (as defined in Section 2(b)), the "Pledged
Securities"). Pledgor herewith delivers to GS Inc. appropriate undated security
transfer powers duly executed in blank (or other documents deemed necessary or
appropriate by GS Inc. to give GS Inc. control (as defined in Article 8 of the
Uniform Commercial Code of the State of New York (the "UCC"))) (such transfer
powers and other appropriate documents, the "Control Documents") in respect of
Pledged Securities, and will deliver Control Documents for all Pledged
Securities to be pledged hereunder from time to time.
(b) During the term of this Agreement, Pledgor may substitute for
Pledged Securities readily marketable direct obligations of the United States,
any agency thereof, or any triple-A rated sovereign, shares of Common Stock, or
other collateral
-2-
acceptable to the Board of Directors of GS Inc. in its sole and absolute
discretion (collateral other than Pledged Shares, the "Substitute Collateral")
with a Fair Market Value on the date of substitution equal to or greater than
the Fair Market Value on such date of the Pledged Securities to be released in
exchange therefor. Upon such substitution, the Pledged Securities replaced by
such Substitute Collateral shall be released from the pledge hereunder.
(c) If Pledgor and the Shareholder are not prohibited from doing
so by the terms of the Plan, the Shareholders' Agreement, dated May 7, 1999,
among GS Inc. and the individuals listed on Appendix A thereto, as in effect
from time to time (the "Shareholders' Agreement"), the Shareholder Pledge
Agreement, the Counterpart to the Shareholders' Agreement, dated the date
hereof, to which the Pledgor is a party (the "Counterpart"), any other written
agreement with GS Inc. or the Firm, or any law or regulation, Firm policy or
provision of the Pledgor's organizational documents (collectively, the
"Restrictions"), this Agreement shall not prohibit Pledgor from disposing of
Pledged Shares; provided, that such disposition shall be made expressly subject
to all of GS Inc.'s rights hereunder, that the provisions of this Agreement
shall (as described in Section 2(a)) apply to all proceeds of such disposition,
and that such disposition shall be permitted only if GS Inc. shall have
determined that such disposition will not result in the loss for any period by
GS Inc. of the perfection of its first priority security interest in such
proceeds; provided, further, that the proceeds of such disposition are cash,
Substitute Collateral, Tender or Exchange Offer Consideration or a combination
thereof, with an aggregate Fair Market Value on the date of such disposition
equal to or greater than the Fair Market Value on such date of the Pledged
Shares so disposed. Pledgor shall give GS Inc. prior written notice of any
proposed transaction under this Section 2(c). For purposes of this Agreement,
"Tender or Exchange Offer Consideration" means the consideration issuable for
Pledged Shares pursuant to any tender or exchange offer in which the Pledgor is
not prohibited from participating by the Restrictions.
(d) For purposes of this Agreement, the "Fair Market Value" of
any Pledged Security means, as of any date (1) in the case of a Pledged Security
that is a share of Common Stock, the average of the daily closing prices for a
share of Common Stock on the principal securities exchange or market on which
the Common Stock is traded for the 20 consecutive business days before the date
in question (the "Average Closing Price"); provided, however, that in connection
with any taking of ownership by GS Inc. of Pledged Securities under Section 4
hereof, the Average Closing Price shall be determined as the average of the
daily closing prices for a share of Common Stock on the principal securities
exchange or market on which the Common Stock is traded for the 20 consecutive
business days before the date the Enforcement Notice (as hereafter defined) was
given, and (2) otherwise, the fair market value thereof as determined in good
faith by
-3-
GS Inc. Any good faith determination by GS Inc. of the Fair Market Value of any
Pledged Security will be binding on Pledgor.
3. Administration of Security. The following provisions shall
govern the administration of Pledged Securities:
(a) So long as no Default Event (as defined below) has occurred
and is continuing, Pledgor shall (subject to any restrictions imposed under the
Shareholders' Agreement) be entitled to vote Pledged Securities and to exercise
all of Pledgor's rights under the Shareholders' Agreement in respect of the
Pledged Shares, and to receive and retain all regular quarterly cash dividends
and, except as set forth in Section 3(b) below, other distributions thereon and
to give consents, waivers and ratifications in respect thereof. As used herein,
a "Default Event" shall mean (x) the failure by the Shareholder to make any
payment of Liquidated Damages upon demand by GS Inc. therefor as provided in the
Noncompetition Agreement, (y) the breach by the Shareholder of any of the
Covenants or (z) the failure by Pledgor as guarantor to satisfy the Secured
Obligations upon written demand by GS Inc.
(b) If Pledgor becomes entitled to receive, or receives, any
certificate representing Pledged Securities (or other security that may succeed
Pledged Securities or any security issued as a dividend or distribution in
respect of Pledged Securities) in respect of any stock split, reverse stock
split, stock dividend, spinoff, splitup, merger or other combination, exchange
or distribution in connection with any reclassification, increase or reduction
of capital, in each case, with respect to Pledged Securities, Pledgor agrees to
accept the same as GS Inc.'s agent and to hold the same in trust on behalf of
and for the benefit of GS Inc. and to deliver the same forthwith to GS Inc. in
the exact form received, with the endorsement of Pledgor when deemed necessary
or appropriate by GS Inc. of undated security transfer powers duly executed in
blank, to be held by GS Inc., subject to the terms of this Agreement, as
additional collateral security for the Secured Obligations.
(c) Pledgor hereby agrees that GS Inc. is authorized to hold
Pledged Securities through one or more custodians. GS Inc. and its agents (and
its and their assigns) shall have no obligation in respect of Pledged
Securities, except to hold and dispose of the same in accordance with the terms
of this Agreement. In the event that Pledgor substitutes cash for Pledged
Securities as provided in Section 2(b) or 2(c), GS Inc. shall determine in its
sole discretion the manner in which such cash shall be invested during the term
of this Agreement.
(d) Pledgor agrees with GS Inc. that: (i) Pledgor will not, and
will not purport to, grant or suffer liens or encumbrances against (excluding
for such purpose the Shareholders' Agreement), or except as provided in Section
2(c), sell, transfer or dispose
-4-
of, any Pledged Securities other than to or in favor of GS Inc.; (ii) GS Inc. is
authorized, at any time and from time to time, to file financing statements and
give notice to third parties regarding Pledged Securities without Pledgor's
signature to the extent permitted by applicable law, to transfer all or any part
of Pledged Securities to GS Inc.'s name or that of its nominee, and, subject to
the provisions of Section 3(a), to exercise all rights as if the absolute owner
thereof; and (iii) Pledgor has provided GS Inc. with Pledgor's true legal name
and principal residence, and Pledgor will not change Pledgor's name without 30
days' prior written notice to GS Inc.
(e) Subject to the earlier disposition and application of Pledged
Securities pursuant to this Agreement following a Default Event, Pledged
Securities shall be released from the pledge hereunder, and the lien hereby
created in such Pledged Securities shall simultaneously be released, upon the
earliest to occur of (i) the Shareholder's death, (ii) the expiration of the
twenty-four (24) month period following the Shareholder's Date of Termination
(as defined in the Noncompetition Agreement), (iii) payment in cash or other
satisfaction by the Shareholder or Pledgor of all Liquidated Damages, or (iv)
May 7, 2004, and all remaining Pledged Securities shall be thereupon released
from the pledge hereunder and this Agreement shall terminate. Notwithstanding
the foregoing, (x) no Pledged Securities shall be released from the pledge
hereunder pursuant to this Section 3(e), if there are one or more pending
disputes between the Shareholder or Pledgor and GS Inc. as to the occurrence of
a Default Event or as to the right of GS Inc. or the Firm to exercise its
remedies under this Agreement or the Noncompetition Agreement, including
realization against Pledged Securities in accordance with Section 4 hereof, and
this Agreement shall not terminate until the resolution of all such disputes and
(y) no Pledged Securities shall be released prior to the expiration of the term
of the Covenants.
(f) GS Inc. shall immediately upon request by Pledgor execute and
deliver to Pledgor such instruments, deeds, transfers, assurances and
agreements, in form and substance as Pledgor shall reasonably request, including
the withdrawal or termination of any financing statements and amendments
thereto, or the filing, withdrawal, termination or amendment of any other
document required under applicable law to evidence the termination of the
security interest created hereunder with respect to any securities that are
released from the pledge hereunder in accordance with the provisions of this
Agreement.
4. Remedies in Case of a Default Event. If a Default Event has
occurred and is continuing, GS Inc. shall have the rights and remedies of a
secured party under Article 9 of the UCC. To the extent required and permitted
by applicable law, GS Inc. will give Pledgor notice of the time and place of any
public sale or of the time after which any private sale or other disposition of
Pledged Securities is to be made, by sending notice at least three days before
the time of sale or disposition, which Pledgor hereby
-5-
agrees is reasonable. GS Inc. need not give such notice if not required by the
UCC. Pledgor acknowledges the possibility that the public sale of some or all
Pledged Securities by GS Inc. may not be made without a then existing and
effective registration statement under the Securities Act of 1933, as amended.
Pledgor acknowledges and agrees with GS Inc. that GS Inc. has no affirmative
obligation to prepare or keep effective any such registration statement and
agrees that at any private sale Pledged Securities may be sold at a price that
is less than the price which might have been obtained at a public sale or that
is less than the aggregate outstanding amount of Liquidated Damages. For so long
as Pledged Securities consist of securities of a type customarily sold in a
recognized market or which are the subject of widely distributed standard price
quotations, GS Inc. may (but shall not be obligated to), as its remedy for a
failure by the Shareholder to pay Liquidated Damages, purchase such number of
Pledged Securities as are necessary (based upon the Fair Market Value thereof)
to satisfy the then unpaid portion of Liquidated Damages (by reducing the then
unpaid Liquidated Damages by an amount equal to the Fair Market Value of the
Pledged Securities purchased and without payment of any cash consideration) by
giving written notice to such effect to Pledgor (the "Enforcement Notice").
Effective upon the giving of the Enforcement Notice, and without further action
on the part of the parties to this Agreement, GS Inc. shall be deemed to have
(1) purchased the lesser of (A) all Pledged Securities or (B) such whole number
of Pledged Securities as has a Fair Market Value at least equal to the then
unpaid Liquidated Damages; and (2) received proceeds in the amount of the Fair
Market Value of such Pledged Securities and applied such proceeds to the payment
of any then unpaid Liquidated Damages. Any excess net proceeds from the deemed
sale of such Pledged Securities will continue to be held as Pledged Securities
under this Agreement until released in accordance with Section 3(e). Nothing in
this Agreement, however, shall require the Firm to purchase Pledged Securities
in accordance with this Section 4 in order to satisfy Pledgor's obligation to
pay Liquidated Damages.
5. Pledgor's Obligations Not Affected. Except as provided in
Section 10(b), the obligations of Pledgor under this Agreement shall remain in
full force and effect without regard to, and shall not be impaired or affected
by (a) any subordination, amendment or modification of or addition or supplement
to this Agreement, the Noncompetition Agreement, the Shareholder Pledge
Agreement, the Plan or any assignment or transfer thereof; (b) any exercise or
non-exercise by GS Inc. of any right, remedy, power or privilege under or in
respect of this Agreement, the Noncompetition Agreement, the Shareholder Pledge
Agreement, the Plan or any waiver of any such right, remedy, power or privilege;
(c) any waiver, consent, extension, indulgence or other action or inaction in
respect of this Agreement, the Noncompetition Agreement, the Shareholder Pledge
Agreement, the Plan or any assignment or transfer of any thereof; (d) any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or the like, of GS Inc., whether or not Pledgor shall have notice or
knowledge of any of the foregoing; (e) any substitution of collateral pursuant
to Sections 2(b) or 2(c);
-6-
or (f) any other act or omission to act or delay of any kind by Pledgor, GS Inc.
or any other person or any other circumstance whatsoever which might, but for
the provisions of this clause (f), constitute a legal and equitable discharge of
Pledgor's obligations hereunder.
6. Attorneys-in-Fact. Each of GS Inc. and each General Counsel of
GS Inc. from time to time, acting separately, are hereby appointed the
attorneys-in-fact of Pledgor for the purpose of carrying out the provisions of
this Agreement and taking any action and executing any instrument that GS Inc.
reasonably may deem necessary or advisable to accomplish the purposes hereof,
which appointments as attorneys-in-fact are irrevocable as ones coupled with an
interest.
7. Termination. As and to the extent set forth in Section 3(e)
hereof, this Agreement shall terminate and GS Inc. shall return to Pledgor the
remaining Pledged Securities, except as otherwise provided in such Section.
8. Notices. All notices or other communications required or
permitted to be given hereunder shall be delivered to GS Inc. at its principal
executive office directed to the attention of its General Counsel, and to
Pledgor at [insert address].
9. No Third Party Beneficiaries. Except as expressly provided
herein, this Agreement shall not confer on any person other than the Firm and
Pledgor any rights or remedies hereunder.
10. Miscellaneous.
(a) This Agreement, Section 8 of the Noncompetition Agreement,
the Counterpart, the Written Consent, dated the date hereof, to which Pledgor
and the Shareholder are parties, the Written Custody Consent, dated the date
hereof, to which Pledgor is a party, the Shareholder Pledge Agreement and the
Guidelines to Documentation for U.S. Trusts of U.S. Citizens Resident in the
United Kingdom, dated _______, 2001, contain the entire understanding and
agreement between Pledgor and GS Inc. with respect to the matters expressly
covered therein and supersede any other agreement, written or oral, pertaining
to such matters.
(b) This Agreement may not be amended or modified other than by a
written agreement executed by Pledgor and GS Inc. or its successors, nor may any
provision hereof be waived other than by a writing executed by Pledgor or GS
Inc. or its successors; provided, that any waiver, amendment or modification of
any of the provisions of this Agreement will not be effective against the Firm
without the written consent of the Chief Executive Officer of GS Inc. or its
successors, or such individual's designee. Pledgor may not, directly or
indirectly (including by operation of law), assign
-7-
Pledgor's rights or obligations hereunder without the prior written consent of
the Chief Executive Officer of GS Inc. or its successors, or such individual's
designee, and any such assignment by Pledgor in violation of this Agreement
shall be void. This Agreement shall be binding upon Pledgor's permitted
successors and assigns. Without impairing Pledgor's obligations hereunder, GS
Inc. may at any time and from time to time assign its rights and obligations
hereunder to any of its subsidiaries or affiliates (and have such rights and
obligations reassigned to it or to any other subsidiary or affiliate). This
Agreement shall be binding upon and inure to the benefit of the Firm and its
assigns.
(c) If any provision of this Agreement is finally held to be
invalid, illegal or unenforceable (whether in whole or in part), such provision
shall be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability and the remaining provisions shall
not be affected thereby.
(d) 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.
(e) The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
-8-
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:________________________________
___________________________________
(Print name of Trust Pledgor)
By:________________________________
EX-99.EE
4
y54483ex99-ee.txt
FORM OF PLEDGE AGREEMENT
Exhibit EE
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of _____, 2001 (the "Agreement"), by
and between The Goldman Sachs Group, Inc., a Delaware corporation ("GS Inc."),
on its behalf and on behalf of its subsidiaries and affiliates (collectively
with GS Inc., and its and their predecessors and successors, the "Firm"), and
[name of individual] ("Pledgor").
RECITALS
A. Covenants and IPO Pledge. In connection with Pledgor's
participation in the Amended and Restated Plan of Incorporation (the "Plan") of
The Goldman Sachs Group, L.P., Pledgor and GS Inc. entered into an Agreement
Relating to Noncompetition and Other Covenants (the "Noncompetition Agreement"),
dated as of May 7, 1999, in respect of, inter alia, Pledgor's obligations (the
"Obligations") to keep information concerning the Firm confidential, not to
engage in competitive activities, not to solicit the Firm's clients or
employees, and to cooperate with the Firm in maintaining certain relationships
following the termination of Pledgor's employment. In addition, Pledgor agreed
under the Plan and the Noncompetition Agreement to certain provisions regarding
arbitration, choice of law and choice of forum, injunctive relief and submission
to jurisdiction with respect to the enforcement of the Obligations. Pursuant to
the Noncompetition Agreement, Pledgor agreed to pay a certain amount of
liquidated damages (the "Liquidated Damages") to GS Inc. in respect of any
breach by Pledgor of certain of the Obligations set forth in the Noncompetition
Agreement. As security for the timely payment of the Liquidated Damages, Pledgor
and GS Inc. entered into a Pledge Agreement, dated as of May 7, 1999 (the "IPO
Pledge Agreement"), pursuant to which Pledgor pledged to GS Inc. shares (the
"IPO Pledged Shares") of common stock of GS Inc. ("Common Stock").
B. Transfer and Pledge. Pledgor transferred (the "Transfer") on
the date hereof shares of Common Stock to [name of Trust] (the "Trust"). In
order to permit the Transfer, GS Inc. released the IPO Pledged Shares from the
pledge imposed by the IPO Pledge Agreement. Pursuant to Section 1(c) of this
Agreement, Pledgor is entering into certain covenants and agreements (the
"Covenants"). As security for the timely payment of the Liquidated Damages and
the full and timely performance by Pledgor of the Covenants (the "Secured
Obligations"), Pledgor has agreed to pledge to GS Inc. all of his current and
future beneficial ownership interests in the Trust, together with all
instruments or documents evidencing such interests and, except as set forth in
Section 2(a), all distributions thereon (collectively, the "Pledged Interests").
NOW, THEREFORE, in consideration of the premises contained herein
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
1. Pledge.
(a) As collateral security for the full and timely performance of
the Secured Obligations, Pledgor hereby delivers, deposits, pledges, transfers
and assigns to GS Inc., and creates for the benefit of GS Inc. a perfected first
priority security interest in, the Pledged Interests and, except as set forth in
Section 2(a), all proceeds thereof (the "Collateral"). Until the termination of
this Agreement, Pledgor shall have no right to substitute, withdraw, transfer or
otherwise dispose of the Collateral. Pledgor agrees to execute, acknowledge,
deliver or file all notices, agreements or other instruments and take all
actions as GS Inc. may reasonably require in order to perfect, confirm and
assure GS Inc.'s security interest in the Collateral including, without
limitation, the filing of a UCC financing statement in the appropriate filing
office.
(b) Pledgor hereby represents and warrants to GS Inc. that,
except for the lien and security interest granted hereby, Pledgor is the
beneficial owner of all Pledged Interests free from any adverse claim, security
interest, encumbrance, lien, charge, or other right or interest of any person;
that, other than the Pledged Interests, the interests of the trustees of the
Trust, and the interests of any contingent beneficiaries of the Trust, there are
no other legal or beneficial interests in the Trust, and no rights, options,
warrants or other agreements or instruments to acquire any legal or beneficial
interest in the Trust; and that no person other than the trustees of the Trust
possesses, directly or indirectly, any voting, economic or other interest in the
Trust.
(c) Pledgor hereby covenants and agrees with GS Inc. that until
the termination or waiver of all of the Transfer Restrictions (as defined in the
Shareholders' Agreement, dated as of May 7, 1999, among The Goldman Sachs Group,
Inc. and the individuals listed on Appendix A thereto, as in effect from time to
time):
(i) Pledgor will not take any action which would have the effect
of transferring or creating, directly or indirectly, any legal or
beneficial interest in the Trust other than those permitted by the
Guidelines to Documentation for U.S. Trusts of U.S. Citizens Resident in
the United Kingdom, dated ____, 2001 (the "Guidelines"); and
(ii) Pledgor will not, directly or indirectly, take any action
with respect to the Pledged Interests that Pledgor would not be
permitted to take if such Pledge Interests were the shares of Common
Stock received by Pledgor under the Plan.
-2-
2. Administration of Security. The following provisions shall
govern the administration of the Collateral:
(a) So long as no Default Event (as defined below) has occurred
and is continuing, Pledgor shall be entitled to receive and retain all
distributions on Pledged Interests and to give consents, waivers and
ratifications in respect thereof. As used herein, a "Default Event" shall mean
the failure by Pledgor to make any payment of Liquidated Damages upon demand by
GS Inc. therefor as provided in the Noncompetition Agreement or a breach by
Pledgor of any of the Covenants.
(b) GS Inc. and its agents (and its and their assigns) shall have
no obligation in respect of the Collateral, except to hold and dispose of the
same in accordance with the terms of this Agreement.
(c) Pledgor agrees with GS Inc. that: (i) Pledgor will not, and
will not purport to, grant or suffer liens or encumbrances against, or sell,
transfer or dispose of, any part of the Collateral other than to or in favor of
GS Inc.; (ii) GS Inc. is authorized, at any time and from time to time, to file
financing statements and give notice to third parties regarding the Collateral
without Pledgor's signature to the extent permitted by applicable law, to
transfer all or any part of the Collateral to GS Inc.'s name or that of its
nominee, and, subject to the provisions of Section 2(a), to exercise all rights
as if the absolute owner thereof; and (iii) Pledgor has provided GS Inc. with
Pledgor's true legal name and principal residence, and Pledgor will not change
Pledgor's name without 30 days' prior written notice to GS Inc.
(d) Subject to the earlier disposition and application of the
Collateral pursuant to this Agreement following a Default Event, the Collateral
shall be released from the pledge hereunder, and the lien hereby created in the
Collateral shall simultaneously be released, upon the earliest to occur of (i)
Pledgor's death, (ii) the expiration of the twenty-four (24) month period
following Pledgor's Date of Termination (as defined in the Noncompetition
Agreement), (iii) payment in cash or other satisfaction by Pledgor of all
Liquidated Damages, or (iv) May 7, 2004, and all remaining Collateral shall be
thereupon released from the pledge hereunder and this Agreement shall terminate.
Notwithstanding the foregoing, (x) no Collateral shall be released from the
pledge hereunder pursuant to this Section 2(d), if there are one or more pending
disputes between Pledgor and GS Inc. as to the occurrence of a Default Event or
as to the right of GS Inc. or the Firm to exercise its remedies under this
Agreement or the Noncompetition Agreement, including realization against the
Collateral in accordance with Section 3 hereof, and this Agreement shall not
terminate until the resolution of all such disputes and (y) no Collateral shall
be released prior to the expiration of the term of the Covenants.
-3-
(e) GS Inc. shall immediately upon request by Pledgor execute and
deliver to Pledgor such instruments, deeds, transfers, assurances and
agreements, in form and substance as Pledgor shall reasonably request, including
the withdrawal or termination of any financing statements and amendments
thereto, or the filing, withdrawal, termination or amendment of any other
document required under applicable law to evidence the termination of the
security interest created hereunder with respect to any interests that are
released from the pledge hereunder in accordance with the provisions of this
Agreement.
3. Remedies in Case of a Default Event. If a Default Event has
occurred and is continuing, GS Inc. shall have the rights and remedies of a
secured party under Article 9 of the UCC. To the extent required and permitted
by applicable law, GS Inc. will give Pledgor notice of the time and place of any
public sale or of the time after which any private sale or other disposition of
the Collateral is to be made, by sending notice at least three days before the
time of sale or disposition, which Pledgor hereby agrees is reasonable. GS Inc.
need not give such notice if not required by the UCC. Pledgor acknowledges the
possibility that the public sale of all or a portion of the Collateral by GS
Inc. may not be made without a then existing and effective registration
statement under the Securities Act of 1933, as amended. Pledgor acknowledges and
agrees with GS Inc. that GS Inc. has no affirmative obligation to prepare or
keep effective any such registration statement and agrees that at any private
sale the Collateral may be sold at a price that is less than the price which
might have been obtained at a public sale or that is less than the aggregate
outstanding amount of the Liquidated Damages.
4. Pledgor's Obligations Not Affected. Except as provided in
Section 9(b), the obligations of Pledgor under this Agreement shall remain in
full force and effect without regard to, and shall not be impaired or affected
by (a) any subordination, amendment or modification of or addition or supplement
to this Agreement, the Noncompetition Agreement, the Plan or any assignment or
transfer thereof; (b) any exercise or non-exercise by GS Inc. of any right,
remedy, power or privilege under or in respect of this Agreement, the
Noncompetition Agreement, the Plan or any waiver of any such right, remedy,
power or privilege; (c) any waiver, consent, extension, indulgence or other
action or inaction in respect of this Agreement, the Noncompetition Agreement,
the Plan or any assignment or transfer of any thereof; (d) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like, of GS Inc., whether or not Pledgor shall have notice or knowledge
of any of the foregoing; or (e) any other act or omission to act or delay of any
kind by Pledgor, GS Inc. or any other person or any other circumstance
whatsoever which might, but for the provisions of this clause (e), constitute a
legal and equitable discharge of Pledgor's obligations hereunder.
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5. Attorneys-in-Fact. Each of GS Inc. and each General Counsel of
GS Inc. from time to time, acting separately, are hereby appointed the
attorneys-in-fact of Pledgor for the purpose of carrying out the provisions of
this Agreement and taking any action and executing any instrument that GS Inc.
reasonably may deem necessary or advisable to accomplish the purposes hereof,
which appointments as attorneys-in-fact are irrevocable as ones coupled with an
interest.
6. Termination. As and to the extent set forth in Section 2(d)
hereof, this Agreement shall terminate and GS Inc. shall return to Pledgor the
remaining Collateral, except as otherwise provided in such Section.
7. Notices. All notices or other communications required or
permitted to be given hereunder shall be delivered as provided in the
Noncompetition Agreement.
8. No Third Party Beneficiaries. Except as expressly provided
herein, this Agreement shall not confer on any person other than the Firm and
Pledgor any rights or remedies hereunder.
9. Miscellaneous.
(a) This Agreement, Section 8 of the Noncompetition Agreement,
the Counterpart to the Shareholders' Agreement, dated the date hereof, to which
the Trust is a party, the Written Consent, dated the date hereof, to which the
Trust and Pledgor are parties, the Written Custody Consent, dated the date
hereof, to which the Trust is a party, the Guarantee and Pledge Agreement, dated
the date hereof, between GS Inc. and the Trust, and the Guidelines contain the
entire understanding and agreement between Pledgor and GS Inc. with respect to
the matters expressly covered therein and supersede any other agreement, written
or oral, pertaining to such matters.
(b) This Agreement may not be amended or modified other than by a
written agreement executed by Pledgor and GS Inc. or its successors, nor may any
provision hereof be waived other than by a writing executed by Pledgor or GS
Inc. or its successors; provided, that any waiver, amendment or modification of
any of the provisions of this Agreement will not be effective against the Firm
without the written consent of the Chief Executive Officer of GS Inc. or its
successors, or such individual's designee. Pledgor may not, directly or
indirectly (including by operation of law), assign Pledgor's rights or
obligations hereunder without the prior written consent of the Chief Executive
Officer of GS Inc. or its successors, or such individual's designee, and any
such assignment by Pledgor in violation of this Agreement shall be void. This
Agreement shall be binding upon Pledgor's permitted successors and assigns.
Without impairing Pledgor's obligations hereunder, GS Inc. may at any time and
from time to time assign its rights and obligations hereunder to any of its
subsidiaries or affiliates (and have such
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rights and obligations reassigned to it or to any other subsidiary or
affiliate). This Agreement shall be binding upon and inure to the benefit of the
Firm and its assigns.
(c) If any provision of this Agreement is finally held to be
invalid, illegal or unenforceable (whether in whole or in part), such provision
shall be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability and the remaining provisions shall
not be affected thereby.
(d) 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.
(e) The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
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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 Individual Pledgor)
By:________________________________