-----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, G0SrP+wrH+SoAz9YIhBFBnDe6qypk/eCDTo6UwhxjT9fIoHS7BkXCiGzhKQg4RJo gAiqLPLmRWNjWPls3Guw7g== 0000891836-05-000466.txt : 20051121 0000891836-05-000466.hdr.sgml : 20051121 20051121202839 ACCESSION NUMBER: 0000891836-05-000466 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051121 FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCONTINENTALEXCHANGE INC CENTRAL INDEX KEY: 0001174746 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 000000000 BUSINESS ADDRESS: STREET 1: 2100 RIVEREDGE PARKWAY STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7708574700 MAIL ADDRESS: STREET 1: 2100 RIVEREDGE PARKWAY STREET 2: SUITE 500 CITY: ATLANTA STATE: GA ZIP: 30328 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: 1126 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32671 FILM NUMBER: 051219557 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: GOLDMAN SACHS INTERNATIONAL CENTRAL INDEX KEY: 0000908777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1126 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32671 FILM NUMBER: 051219556 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS INTERNATIONAL LTD DATE OF NAME CHANGE: 19940315 3 1 sc0238-05_ex.xml X0202 3 2005-11-21 0 0001174746 INTERCONTINENTALEXCHANGE INC ICE 0000886982 GOLDMAN SACHS GROUP INC/ 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0000908777 GOLDMAN SACHS INTERNATIONAL 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 Class A Common Stock, Series 2 Common Stock 1100000 D Class A Common Stock, Series 2 Common Stock 6394479 D Class A Common Stock, Series 1 Common Stock 34180 I See footnote Immediately. N/A. Effective November 21, 2005, immediately prior to the closing date of the Issuer's initial public offering ("IPO") of its common stock, par value $.01 per share (the "Common Stock), the Issuer amended its certificate of incorporation to effect a plan of recapitalization (the "Plan"), which, among other things, (i) created the Common Stock as a new class of stock, (ii) effected a 1-for-4 reverse stock split of the Issuer's outstanding shares of Class A common stock, Series 1 ("A1 Shares") and Class A common stock, Series 2 ("A2 Shares" and, together with the A1 Shares, the "Class A Shares"), and (iii) granted the holders of the Class A Shares a right to convert their Class A Shares on a one-for-one basis into shares of Common Stock at the holders' option. (continued in footnote 4) As part of the Plan, (i) the A2 Shares convertible into the shares of Common Stock proposed to be sold in the IPO will be automatically converted into Common Stock immediately prior to the closing of the IPO, (ii) the A1 Shares may be converted at any time at the option of the holder, subject to such terms and conditions as may be adopted by the Issuer's board of directors, following the date that is 90 days after the closing date of the IPO and (iii) the remaining A2 Shares may be converted at any time at the option of the holder, subject to such terms and conditions as may be adopted by the Issuer's board of directors, following the date that is 180 days after the closing date of the IPO. The shares reported herein are stated after giving effect to the 1-for-4 reverse stock split. The Plan has been structured to meet the requirements of Rule 16b-7. 1-for-1. The Goldman Sachs Group, Inc. ("GS Group") beneficially owns directly 7,494,479 A2 Shares. Goldman Sachs International ("GSI") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 34,180 A1 Shares. GSI is an indirect wholly-owned subsidiary of GS Group. Of its 7,494,479 A2 Shares, GS Group anticipates that 1,100,000 A2 Shares will be converted into shares of Common Stock, which will then be sold in the IPO. /s/ Yvette Kosic, Attorney-in-Fact 2005-11-21 /s/ Yvette Kosic, Attorney-in-Fact 2005-11-21 EX-24.1 2 ex_24-1.txt POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 7, 2005. THE GOLDMAN SACHS GROUP, INC. /s/ GREGORY K. PALM - -------------------------------------------- GREGORY K. PALM Executive Vice President and General Counsel EX-24.2 3 ex_24-2.txt POWER OF ATTORNEY WE, GOLDMAN SACHS INTERNATIONAL (the "Company") of Peterborough Court, 133 Fleet Street, London EC4A 2BB, hereby appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong acting singly, our true and lawful attorney, to execute and deliver in our name and on our behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, such documents to be in such form as such attorney may approve on our behalf, such approval to be conclusively evidenced by the due execution thereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 31, 2007 or otherwise revoked in writing or in respect of each of the above named persons so long as he or she, as the case may be, remains an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, this Power of Attorney has been duly executed as a Deed on this 17th day of November 2005. GOLDMAN SACHS INTERNATIONAL /s/ Richard J. Levy - ----------------------------- Richard J. Levy Managing Director /s/ David J. Grounsell - ----------------------------- David J. Grounsell Secretary -----END PRIVACY-ENHANCED MESSAGE-----