-----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, HsDIH6i1Oa2vfkfRcfqF4Waf9pLsALeFOI46eibhP0pJg6Q7GM+JRiK1mKUZvETv 0bNeIev33PE2fR6e/43bcA== 0000769993-07-001065.txt : 20071121 0000769993-07-001065.hdr.sgml : 20071121 20071121154245 ACCESSION NUMBER: 0000769993-07-001065 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071119 FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Burger King Holdings Inc CENTRAL INDEX KEY: 0001352801 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 753095469 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 5505 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 BUSINESS PHONE: 305-378-3000 MAIL ADDRESS: STREET 1: 5505 BLUE LAGOON DRIVE CITY: MIAMI STATE: FL ZIP: 33126 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP CENTRAL INDEX KEY: 0001232063 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263317 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STONE STREET FUND 2000 LP CENTRAL INDEX KEY: 0001232101 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263318 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bridge Street Special Opportunities Fund 2000, L.P. CENTRAL INDEX KEY: 0001363000 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263319 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP CENTRAL INDEX KEY: 0001232085 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263320 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS 2000 OFFSHORE LP CENTRAL INDEX KEY: 0001232112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263322 MAIL ADDRESS: STREET 1: MESSE TURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS 2000 LP CENTRAL INDEX KEY: 0001122198 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263323 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1124 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263325 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Private Equity Partners 2000, L.P. CENTRAL INDEX KEY: 0001363112 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263326 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263324 BUSINESS ADDRESS: STREET 1: 85 BROAD ST STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG CENTRAL INDEX KEY: 0001232108 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32875 FILM NUMBER: 071263321 MAIL ADDRESS: STREET 1: MESSE TURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTNERS 2000 GMBH & CO BETELLGUNGS KG DATE OF NAME CHANGE: 20030509 4 1 bkc420071119gsg_ex.xml X0202 4 2007-11-19 0 0001352801 Burger King Holdings Inc BKC 0000886982 GOLDMAN SACHS GROUP INC/ 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0000769993 GOLDMAN SACHS & CO 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001122198 GS CAPITAL PARTNERS 2000 LP 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001232112 GS CAPITAL PARTNERS 2000 OFFSHORE LP MESSE TURM 60308 FRANKFURT AM MAIN GERMANY 2M 00000 GERMANY 0 0 1 0 0001232108 GS CAPITAL PARTNERS 2000 GMBH & CO BETEILIGUNGS KG MESSE TURM 60308 FRANKFURT AM MAIN GERMANY 2M 00000 GERMANY 0 0 1 0 0001232085 GS CAPITAL PARTNERS 2000 EMPLOYEE FUND LP 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001363000 Bridge Street Special Opportunities Fund 2000, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001232101 STONE STREET FUND 2000 LP 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001232063 GOLDMAN SACHS DIRECT INVESTMENT FUND 2000 LP 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001363112 GS Private Equity Partners 2000, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 Common Stock 2007-11-19 4 S 0 5760000 25 D 19533763 I See footnotes Common Stock 2007-11-21 4 S 0 864000 25 D 18669763 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners 2000, L.P. ("GSCP 2000"), GS Capital Partners 2000 Offshore, L.P. ("GSCP 2000 Offshore"), GS Capital Partners 2000 GmbH & Co. Beteiligungs KG ("GSCP Germany 2000"), GS Capital Partners 2000 Employee Fund, L.P. ("GSCP Employee 2000"), Bridge Street Special Opportunities Fund 2000, L.P. (" Bridge SO 2000"), Stone Street Fund 2000, L.P. ("Stone 2000"), Goldman Sachs Direct Investment Fund 2000, L.P. ("GS Direct 2000"), GS Private Equity Partners 2000, L.P. ("PEP 2000 LP"), GS Private Equity Partners 2000 Offshore Holdings, L.P. ("PEP 2000 Offshore LP"), GS Private Equity Partners 2000-Direct Investment Fund, L.P. ("PEP Direct" and, together with GSCP 2000, (continue in next footnote) GSCP 2000 Offshore, GSCP Germany 2000, GSCP Employee 2000, Bridge SO 2000, Stone 2000, GS Direct 2000, PEP 2000 LP, PEP 2000 Offshore LP, the "Limited Partnerships"), GS Advisors 2000, L.L.C. ("GS Advisors 2000"), Goldman, Sachs Management GP GmbH ("GS GmbH"), Bridge Street Special Opportunities Fund 2000, L.L.C. ("Bridge SO 2000 LLC"), Stone Street 2000, L.L.C. ("Stone 2000 GP"), GS Employee Funds 2000 GP, L.L.C. ("GS Employee 2000 LLC"), GS PEP 2000 Advisors, L.L.C. ("PEP 2000 LLC"), GS PEP 2000 Offshore Holdings Advisors, Inc. ("PEP 2000 Offshore Inc."), GS PEP 2000 Direct Investment Advisors, L.L.C. ("PEP Direct LLC", and together with the Limited Partnerships, GS Group, Goldman Sachs, GS Advisors 2000, GS GmbH, Stone 2000 GP, GS Employee 2000 LLC, PEP 2000 LLC, PEP 2000 Offshore Inc., the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Pursuant to an underwriting agreement, dated November 13, 2007 (the "Underwriting Agreement"), and in connection with the registered public offering of common stock, par value $0.01 per share (the "Common Stock") of Burger King Holdings, Inc. (the "Company"), pursuant to the final prospectus filed by the Company on November 15, 2007, which offering was consummated on November 19, 2007 (the "Secondary Offering"), GSCP 2000 sold 3,009,514 shares of Common Stock; GSCP 2000 Offshore sold 1,093,543 shares of Common Stock; GSCP Germany 2000 sold 125,791 shares of Common Stock; GSCP Employee 2000 sold 955,625 shares of Common Stock; Bridge SO 2000 sold 44,271 shares of Common Stock; Stone 2000 sold 88,543 shares of Common Stock; GS Direct 2000 sold 147,571 shares of Common Stock; PEP 2000 LP sold 171,115 shares of Common Stock; PEP 2000 Offshore LP sold 58,819 shares of Common Stock; and PEP Direct sold 65,208 shares of Common Stock. Pursuant to the Underwriting Agreement, and in connection with the Secondary Offering, the underwriters, party to the Underwriting Agreement (the "Underwriters") elected to exercise an option (the "Over-Allotment Option") to purchase an additional amount of shares of the Company's Common Stock from the selling stockholders, which included the Limited Partnerships. Goldman Sachs was one of the several Underwriters under the Underwriting Agreement. On November 21, 2007, the sale of shares of Company's Common Stock by the selling stockholders to the Underwriters pursuant to the exercise by the Underwriters of the Over-Allotment Option was consummated and in connection with such sale GSCP 2000 sold 451,427 shares of Common Stock; GSCP 2000 Offshore sold 164,031 shares of Common Stock; GSCP Germany 2000 sold 18,869 shares of Common Stock; GSCP Employee 2000 sold 143,344 shares of Common Stock; Bridge SO 2000 sold 6,641 shares of Common Stock; Stone 2000 sold 13,281 shares of Common Stock; GS Direct 2000 sold 22,136 shares of Common Stock; PEP 2000 LP sold 25,667 shares of Common Stock; PEP 2000 Offshore LP sold 8,823 shares of Common Stock; and PEP Direct sold 9,781 shares of Common Stock. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,000 shares of Common Stock. As of November 21, 2007, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, Goldman Sachs and GS Group may each be deemed to beneficially own indirectly, in the aggregate, 18,650,225 shares of Common Stock through the Limited Partnerships, of which affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Limited Partnerships. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. GS Group may be deemed to beneficially own 9,538 shares of Common Stock pursuant to the 2006 Omnibus Incentive Plan (the "2006 Plan"), consisting of 4,769 deferred shares granted to each of Sanjeev K. Mehra and Adrian M. Jones, each a managing director of Goldman Sachs, in their capacity as directors of the Company. Each of Sanjeev K. Mehra and Adrian M. Jones has an understanding with GS Group pursuant to which he holds such deferred shares for the benefit of GS Group. Each grant of 4,769 deferred shares vests 25% on the first day of each calendar quarter following the grant date, which was November 29, 2006. The deferred shares will be settled upon termination of board service. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. As of November 21, 2007, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GSCP 2000 beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 9,744,463 shares of Common Stock. GSCP 2000 Offshore beneficially owns directly and its general partner, GS Advisors 2000 may be deemed to beneficially own indirectly 3,540,766 shares of Common Stock. GSCP Germany 2000 beneficially owns directly and its general partner GS GmbH may be deemed to beneficially own indirectly 407,296 shares of Common Stock. (continue in next footnote) GSCP Employee 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 3,094,204 shares of Common Stock. Bridge SO 2000 beneficially owns directly and its general partner Bridge SO 2000 LLC may be deemed to beneficially own indirectly 143,346 shares of Common Stock. Stone 2000 beneficially owns directly and its general partner Stone 2000 GP may be deemed to beneficially own indirectly 286,692 shares of Common Stock. GS Direct 2000 beneficially owns directly and its general partner GS Employee 2000 LLC may be deemed to beneficially own indirectly 477,819 shares of Common Stock. (continue in next footnote) PEP 2000 LP beneficially owns directly and its general partner PEP 2000 LLC may be deemed to beneficially own indirectly 554,052 shares of Common Stock. PEP 2000 Offshore LP beneficially owns directly and its general partner PEP 2000 Offshore Inc. may be deemed to beneficially own indirectly 190,449 shares of Common Stock. PEP Direct beneficially owns directly and its general partner PEP Direct LLC may be deemed to beneficially own indirectly 211,138 shares of Common Stock. /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 /s/ Andrea Louro DeMar, Attorney-in-fact 2007-11-21 -----END PRIVACY-ENHANCED MESSAGE-----