-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GyHh+glMZaAiN9+14EnW9FfZ0bkVfhxi9asl6v8mHke/Q+eqaT1OHfgIvBquiMyC LnA52TcjmTBoMWVHqxLeIw== 0000950157-99-000252.txt : 19990518 0000950157-99-000252.hdr.sgml : 19990518 ACCESSION NUMBER: 0000950157-99-000252 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990517 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 FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56295 FILM NUMBER: 99628866 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: SUMITOMO BANK CAPITAL MARKETS INC CENTRAL INDEX KEY: 0000809985 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 297 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 MAIL ADDRESS: STREET 1: 297 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10172 SC 13D 1 SCHEDULE 13D CS&M Draft of May 13, 1999 SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 - ------------------------------------------------------------------------------ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Goldman Sachs Group, Inc. ----------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share ----------------------------------------------------- (Title of Class of Securities) 38141G 10 4 ----------------------------------------------------- (CUSIP Number) Robert A. Rabbino, Jr. Sumitomo Bank Capital Markets, Inc. 277 Park Avenue New York, New York 10172 Telephone: (212) 224-4000 -------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) May 7, 1999 -------------------------------------------- (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 statement 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 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sumitomo Bank Capital Markets, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 277,438,706 Covered Shares[1][2] held by Covered Persons[1] REPORTING 136,233 Uncovered Shares[1][2] held by Covered Persons[1] PERSON 21,975,421 shares[2] held by KAA[1] WITH 21,425,052 shares held by SBCM[1] 9 SOLE DISPOSITIVE POWER 21,425,052 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,425,052[3] - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%[3] - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! [1] For a definition of this term, please see Item 2. [2] Each of SBCM and Sumitomo Bank, Limited may be deemed to be members of a "group" with KAA and the Covered Persons. Each of SBCM and Sumitomo Bank, Limited disclaims beneficial ownership of shares of Common Stock held by KAA and the Covered Persons. [3] Excludes 277,574,939 and 21,975,421 shares of Common Stock held by the Covered Persons and KAA, respectively, as to which each of SBCM and Sumitomo disclaims beneficial ownership. CUSIP NO. 38141G 10 4 13D - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sumitomo Bank Limited - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 277,438,706 Covered Shares[1][2] held by Covered Persons[1] REPORTING 136,233 Uncovered Shares[1][2] held by Covered Persons[1] PERSON 21,975,421 shares[2] held by KAA[1] WITH 21,425,052 shares held by SBCM[1] 9 SOLE DISPOSITIVE POWER 21,425,052 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,425,052[3] - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [x] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%[3] - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! [1] For a definition of this term, please see Item 2. [2] Each of SBCM and Sumitomo Bank, Limited may be deemed to be members of a "group" with KAA and the Covered Persons. Each of SBCM and Sumitomo Bank, Limited disclaims beneficial ownership of shares of Common Stock held by KAA and the Covered Persons. [3] Excludes 277,574,939 and 21,975,421 shares of Common Stock held by the Covered Persons and KAA, respectively, as to which each of SBCM and Sumitomo disclaims beneficial ownership. Item 1. Security and Issuer This statement 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) This Schedule 13D is being filed by Sumitomo Bank Capital Markets, Inc. ("SBCM"), a Delaware corporation and a wholly owned subsidiary of Sumitomo Bank, Limited, a corporation organized under the laws of Japan ("Sumitomo"). Sumitomo Bank Capital Markets, Inc. is a New York-based subsidiary of The Sumitomo Bank, Limited. It is engaged in various forms of commercial finance and is a participant in the market for interest rate and other forms of derivatives. The Sumitomo Bank, Limited is a commercial bank headquartered in Osaka and Tokyo, Japan. Directly or through subsidiaries and other affiliates, it engages in a wide variety of wholesale and retail banking activities in Japan, as well as in other parts of Asia, the Americas and Europe. The address of SBCM's principal business and office is 277 Park Avenue, New York, New York 10172. The address of Sumitomo's principal business and office is 3-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-0005, Japan. The name, citizenship, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of SBCM and Sumitomo is set forth in Annex A to this Schedule 13D. This Schedule contains certain information relating to certain managing directors of GS Inc. 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" and such management directors, the "Covered Persons"), and (ii) Kamehameha Activities Association ("KAA"), who may be deemed to be members of a "group" with SBCM. Each of SBCM and Sumitomo hereby disclaims beneficial ownership of: (i) the Covered Shares; (ii) shares of Common Stock which may be purchased from time to time by Covered Persons for investment purposes which are not subject to the Shareholders' Agreement ("Uncovered Shares") or (iii) the shares of Common Stock subject to the Voting Agreement between KAA and GS Inc. (the "KAA Shares"), referred to below (see Item 6). All information contained in this Schedule relating to the Covered Persons and KAA has been derived from the final prospectus, dated May 3, 1999, made part of the Registration Statement on Form S-1 filed by GS Inc. (File No. 333-74449). Each of SBCM and Sumitomo understands that the Covered Persons and KAA each propose to file a Schedule 13D with respect to the shares of Common Stock and other equity securities of GS Inc. which they beneficially own; the reader is referred to such filings and any amendments thereto for more recent and complete information relating to the Covered Persons and KAA. (d), (e) Except as described in Annex B, during the last five years, none of SBCM or Sumitomo or, to the best knowledge of SBCM or Sumitomo, any of their respective executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or financial order enjoining future violations of, or prohibiting activities subject to, Federal or state securities laws or finding any violation of such laws. Item 3. Source and Amount of Funds or Other Consideration The Common Stock has been acquired by SBCM and Sumitomo in exchange for their interests in The Goldman Sachs Group L.P. ("Group L.P.") and certain of its affiliates. Item 4. Purpose of Transactions SBCM acquired the Common Stock reported hereunder in connection with the succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial public offering. Except as described in Item 6, none of SBCM or Sumitomo or their respective executive officers or directors 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 of SBCM and Sumitomo and their respective executive officers and directors is expected to evaluate on an ongoing basis GS Inc.'s financial condition and prospects and their interests in and with respect to GS Inc. Accordingly, each of SBCM and Sumitomo and their respective executive officers and directors may change their plans and intentions at any time and from time to time. In particular, each of SBCM and Sumitomo and their respective executive officers and directors 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 pages to this Schedule and Annex A are hereby incorporated by reference. Each of SBCM and Sumitomo hereby disclaims beneficial ownership of any shares of Common Stock held by any Covered Person or of the KAA Shares. *** (b) Rows (7) through (10) of the cover pages to this Schedule and Annex A set forth the percentage range of Common Stock 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 the Common Stock subject to the Voting Agreement between SBCM, Sumitomo and GS Inc. referred to below (see Item 6) (the "SBCM Shares") is shared with the Covered Persons, as described below in response to Item 6. Each of SBCM and Sumitomo hereby disclaims beneficial ownership of any shares of Common Stock held by any Covered Person or of the KAA Shares. (c) Except as described in Annex C, neither SBCM or Sumitomo has effected any transactions in Common Stock during the past 60 days. (d), (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer SBCM VOTING AGREEMENT SBCM and Sumitomo have entered into a voting agreement with GS Inc., dated April 30, 1999 (the "SBCM Voting Agreement"), in which they have 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 SBCM Voting Agreement will result in the shares of Common Stock owned by SBCM being voted in the same manner as the Covered Shares. The Covered Persons and KAA are not parties to the SBCM Voting Agreement, and the SBCM Voting Agreement is not enforceable by the Covered Persons or KAA, will continue to exist independent of the existence of the Shareholders' Agreement and the KAA Voting Agreement and may be amended, waived or canceled by GS Inc. without any consent or approval of the Covered Persons or KAA. The SBCM Voting Agreement is incorporated by reference as an exhibit to this Schedule 13D and the foregoing summary is qualified in its entirety by reference thereto. Each of SBCM and Sumitomo hereby disclaims beneficial ownership of the Covered Shares. SHAREHOLDERS' AGREEMENT GS, Inc. has disclosed that the Covered Persons are party to the Shareholders' Agreement. The Covered Shares subject to the Shareholders' Agreement are subject to certain voting restrictions and restrictions on transfer of ownership by the Covered Persons, as more fully set forth in the Shareholders' Agreement. Each of SBCM and Sumitomo hereby disclaims beneficial ownership of the Covered Shares. KAA VOTING AGREEMENT GS Inc. has disclosed that KAA has entered into a voting agreement with GS Inc., dated April 30, 1999 (the "KAA Voting Agreement"), in which they have 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. Each of SBCM and Sumitomo hereby disclaims beneficial ownership of the KAA Shares. Item 7. Material to be Filed as Exhibits Exhibit Description A. 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 [ ] to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.) ANNEX A Information required as to Executive Officer and Directors of SBCM and Sumitomo, respectively. Directors and Executives of The Sumitomo Bank, Limited Citizen- Name ship Business Address Present Employment Toshio Japan 3-2, Marunouchi 1- Chairman of The Board, Morikawa chome, Chiyoda-ku, The Sumitomo Bank, Tokyo 100-0005, Ltd. Japan Yoshifumi Japan 3-2, Marunouchi 1- President, The Nishikawa chome, Chiyoda-ku, Sumitomo Bank, Ltd. Tokyo 100-0005, Japan Kensuke Japan 3-2, Marunouchi 1- Deputy President, The Hotta chome, Chiyoda-ku, Sumitomo Bank, Ltd. Tokyo 100-0005, Japan Youhei Japan 3-2, Marunouchi 1- Senior Managing Shiraga chome, Chiyoda-ku, Director, The Sumitomo Tokyo 100-0005, Bank, Ltd. Japan Akio Asuke Japan 3-2, Marunouchi 1- Senior Managing chome, Chiyoda-ku, Director, The Sumitomo Tokyo 100-0005, Bank, Ltd. Japan Kensuke Japan 3-2, Marunouchi 1- Senior Managing Uchida chome, Chiyoda-ku, Director, The Sumitomo Tokyo 100-0005, Bank, Ltd. Japan Kunikatsu Japan 3-2, Marunouchi 1- Senior Managing Yamamoto chome, Chiyoda-ku, Director, The Sumitomo Tokyo 100-0005, Bank, Ltd. Japan Shunichi Japan 6-5, Kitahama 4- Senior Managing Okuyama chome, Chuo-ku, Director, The Sumitomo Osaka 541-0041, Bank, Ltd. Japan Tatsuo Japan 3-2, Marunouchi 1- Managing Director, The Kubota chome, Chiyoda-ku, Sumitomo Bank, Ltd. Tokyo 100-0005, Japan Michiyoshi Japan 3-2, Marunouchi 1- Head of Tokyo Kuriyama chome, Chiyoda-ku, Corporate and Tokyo 100-0005, Institutional Banking Japan Division, The Sumitomo Bank, Ltd. Managing Director, The Sumitomo Bank, Ltd. Takeharu Japan 6-5, Kitahama 4- Head of Corporate and Nagata chome, Chuo-ku, Institutional Banking Osaka 541-0041, Division, The Sumitomo Japan Bank, Ltd. Managing Director, The Sumitomo Bank, Ltd. Michihiro Japan 6-5, Kitahama 4- Managing Director, The Matsuda chome, Chuo-ku, Sumitomo Bank, Ltd. Osaka 541-0041, Japan Tadashi Japan 8-13, Sakae 2- Head of Tokai Inoue chome, Naka-ku, Corporate Banking Nagoya 460-0008, Division The Sumitomo Japan Bank, Ltd. Managing Director, The Sumitomo Bank, Ltd. Masayuki Japan 3-2, Marunouchi 1- General Manager, Oku chome, Chiyoda-ku, Corporate Planning Tokyo 100-0005, Department, The Japan Sumitomo Bank, Ltd. Managing Director, The Sumitomo Bank, Ltd. Takayuki Japan Temple Court, 11 Head of Europe Tsukuda Queen Victoria Division, The Sumitomo Street, London Bank, Ltd. EC4N 4TA, U.K. Managing Director, The Sumitomo Bank, Ltd. Masaaki Japan 2-5, Nakanoshima Director, The Sumitomo Arai 2-chome, Kita-ku, Bank, Ltd. Osaka 530-8220 Japan Honorable Chairman, Sumitomo Life Insurance Company Masao Japan 5-33, Kitahama 4- Director, The Sumitomo Kamei chome, Chuo-ku, Bank, Ltd. Osaka 541-0041, Japan Advisor, Sumitomo Electric Industries, Ltd. Kenjiro Japan 7-9,Nihonbashi 2- Head of Tokyo Noda chome,Chuo-ku, Corporate Banking Tokyo 103-0027 Division -II, The Japan Sumitomo Bank, Ltd. Director, The Sumitomo Bank, Ltd. Tadashi Japan 604 Manjuya-machi, Head of Kyoto Hirota Karasuma-sanjo- Corporate Banking sagaru Division, The Sumitomo Bank, Ltd. Nakagyo-ku, Kyoto 604-8161 Japan Director, The Sumitomo Bank, Ltd. Mutsuhiko Japan 3-2, Marunouchi 1- General Manager, Matsumoto chome, Chiyoda-ku, Planning Dept., Tokyo 100-0005 Corporate Banking Japan Group, The Sumitomo Bank, Ltd. Director, The Sumitomo Bank, Ltd. Sounosuke Japan 5-7, Nihonbashi- Head of Tokyo Kera Odenmacho, Chuo- Corporate Banking ku, Tokyo 103-0011 Division-I, The Japan Sumitomo Bank, Ltd. Director, The Sumitomo Bank, Ltd. Ryuzo Japan 277 Park Ave., New Head of The Americas Kodama York City, New Division, The Sumitomo York, NY 10172 Bank, Ltd., USA Director, Sumitomo Bank Capital Markets, Inc. Director, The Sumitomo Bank, Ltd. Kazuhiko Japan 4-1, Amibacho, Head of Kyushu Sugimoto Hakata-ku, Corporate Banking Fukuoka-shi, Division, The Sumitomo Fukuoka 812-0024 Bank, Ltd. Japan Director, The Sumitomo Bank, Ltd. Koji Ishida Japan 7-1, Nishishinjuku Head of Tokyo 1-chome, Shinjuku- Corporate Banking ku, Tokyo 160-0023 Division -IV, The Japan Sumitomo Bank, Ltd. Director, The Sumitomo Bank, Ltd. Koichi Japan 8-3, Shinbashi 1- Head of Tokyo Tsukihara chome, Minato-ku, Corporate Banking Tokyo 105-0004 Division -III, The Japan Sumitomo Bank, Ltd. Director, The Sumitomo Bank, Ltd. Masahide Japan 3-2, Marunouchi 1- General Manager, Hirasawa chome, Chiyoda-ku, General Affairs Dept., Tokyo 100-0005, The Sumitomo Bank, Japan Ltd. Director, The Sumitomo Bank, Ltd. Hidenobu Japan 3-2, Marunouchi 1- General Manager, Takagi chome, Chiyoda-ku, Specialized Finance Tokyo 100-0005, Dept., Corporate Japan Banking Group Director, The Sumitomo Bank, Ltd. Keumaru Japan 10-19, Head of Osaka Ogura Minamisenba 3- Corporate Banking chome, Chuo-ku Division-I, Osaka 542-0081, Japan Director, The Sumitomo Bank, Ltd. Kiyoshi Japan 3-2, Marunouchi 1- General Manager, Shibuya chome, Chiyoda-ku, Credit Dept.-III, The Tokyo 100-0005, Sumitomo Bank, Ltd. Japan Director, The Sumitomo Bank, Ltd. Shinpei Japan 13-13, Umeda 1- Head of Osaka Nihei chome Kita-ku Corporate Banking Osaka 530-0001, Division-II, The Japan Sumitomo Bank, Ltd. Director, The Sumitomo Bank, Ltd. Yasuyuki Japan 3-2, Marunouchi 1- General Manager, Kimoto chome, Chiyoda-ku, International Planning Tokyo 100-0005, Dept., The Sumitomo Japan Bank, Ltd. Director, The Sumitomo Bank, Ltd. Kenjiro Japan 3-2, Marunouchi 1- General Manager, Nakano chome, Chiyoda-ku, Business Planning Tokyo 100-0005, Dept., Capital Markets Japan Group, The Sumitomo Bank, Ltd. Director, The Sumitomo Bank, Ltd. Hiroshi Japan 3-2, Marunouchi 1- General Manager, Nishikawa chome, Chiyoda-ku, Private Banking Tokyo 100-0005, Division., Consumer Japan Banking Group, The Sumitomo Bank, Ltd. Director, The Sumitomo Bank, Ltd. 6 Directors and Officers of Sumitomo Bank Capital Markets, Inc.
Business Name Citizenship Address Present Employment Ryuzo Japan The Sumitomo Head of the Americas Kodama Bank, Ltd., 277 Division, The Sumitomo Park Ave., New Bank, Limited York City, New York, USA Director, The Sumitomo Bank, Ltd. Sumitomo Bank Capital Markets, Inc. Yuji Harada Japan The Sumitomo General Manager, Bank, Ltd., 277 Planning Department, Park Ave., New Americas Division, The York City, New Sumitomo Bank, Limited York, USA Director, Sumitomo Bank Capital Markets, Inc. Natsuo Japan Sumitomo Bank President, Sumitomo Bank Okada Securities Inc., Securities, Inc., President, 277 Park Ave., Sumitomo Bank Capital New York City, Markets, Inc. New York, USA Director, Sumitomo Bank Capital Markets, Inc. Kenichi Japan Sumitomo Bank Managing Director, Morooka Capital Markets, Sumitomo Bank Capital Inc., 277 Park Markets, Inc. Ave., New York City, New York, Director, Sumitomo Bank USA Capital Markets, Inc. Naoyuki Japan The Sumitomo President Sumitomo Bank Kawamoto Bank, Ltd., Capital Markets, Ltd. Temple Court, 11 Queen Victoria Director, Sumitomo Bank Street, London Capital Markets, Inc. EC4N 4TA, U.K. Joe Brennan USA Sumitomo Bank Managing Director, Capital Markets, Sumitomo Bank Capital Inc., 277 Park Markets, Inc. Ave., New York City, New York, Director, Sumitomo Bank USA Capital Markets, Inc. Norah USA Sumitomo Bank Chairman, Sumitomo Bank Hughes Securities, Inc., Securities, Inc. 77 Park Ave., New York City, Director, Sumitomo Bank New York, USA Capital Markets, Inc. Bill Ginn USA Sumitomo Bank President, Sumitomo Bank Leasing and Leasing and Finance Inc. Finance Inc., 277 Park Ave., New Director, Sumitomo Bank York City, New Capital Markets, Inc. York, USA John Clark USA Sumitomo Bank Chief Financial Officer, Capital Markets, Sumitomo Bank Capital Inc., 277 Park Markets, Inc. Ave., New York City, New York, USA - ---------------- ---------------- ---------------------------------------------
ANNEX B Information required as to proceedings described in Items 2(d) and 2(e) None. ANNEX C Item 5(c). Description of all transactions in the Common Stock effected during the last 60 days by SBCM or Sumitomo. None. 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: May 17, 1999 SUMITOMO BANK CAPITAL MARKETS, INC. By:/s/ Natsuo Okada ---------------------------- Name: Natsuo Okada Title: President, Sumitomo Bank Capital Markets, Inc. SUMITOMO BANK, LIMITED By:/s/ Ryuzo Kodama ---------------------------- Name: Ryuzo Kodama Title: Director and Head of the Americas Division EXHIBIT INDEX Exhibit Description A. 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 [ ] to the registration statement on Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group, Inc.). -----END PRIVACY-ENHANCED MESSAGE-----