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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
USG CORPORATION
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
0009032931
(CUSIP Number)
James B. McHugh, Esq.
The Goldman Sachs Group, L.P.
85 Broad Street
New York, NY 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 7, 1994
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement. (A fee
is not required, only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 34 pages
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Water Street Corporate Recovery Fund I, L.P.
2
Check the Appropriate Box if a Member of a Group*
(a)
*
(b)
*
3
SEC Use Only
4
Source of Funds
00-WC
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
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
16,009,301 shares of Common Stock
8
Shared Voting Power
- - 0 -
9
Sole Dispositive Power
16,009,301 shares of Common Stock
10
Shared Dispositive Power
- - 0 -
11
Aggregate Amount Beneficially Owned by Each Reporting Person
16,009,301 shares of Common Stock
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* *
13
Percent of Class Represented by Amount in Row (11)
42.9%
14
Type of Reporting Person*
PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Goldman, Sachs & Co.
2
Check the Appropriate Box if a Member of a Group*
(a)
*
(b)
*
3
SEC Use Only
4
Source of Funds
00-WC
5
Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(E) *
6
Citizenship or Place of Organization
New York
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
16,105,840 shares of Common Stock
8
Shared Voting Power
- - 0 -
9
Sole Dispositive Power
16,105,840 shares of Common Stock
10
Shared Dispositive Power
- - 0 -
11
Aggregate Amount Beneficially Owned by Each Reporting Person
16,105,840 shares of Common Stock
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* *
13
Percent of Class Represented by Amount in Row (11)
43.2%
14
Type of Reporting Person*
HC-BD-PN
<PAGE>
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Goldman Sachs Group, L.P.
2
Check the Appropriate Box if a Member of a Group*
(a)
*
(b)
*
3
SEC Use Only
4
Source of Funds
00
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
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7
Sole Voting Power
16,105,840 shares of Common Stock
8
Shared Voting Power
- - 0 -
9
Sole Dispositive Power
16,105,840 shares of Common Stock
10
Shared Dispositive Power
- - 0 -
11
Aggregate Amount Beneficially Owned by Each Reporting Person
16,105,840 shares of Common Stock
12
Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* *
13
Percent of Class Represented by Amount in Row (11)
43.2%
14
Type of Reporting Person*
HC-PN
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") to
the Statement on Schedule 13D, dated May 6, 1993 (the
"Schedule 13D"), filed by Water Street Corporate
Recovery Fund I, L.P. ("Water Street"), Goldman,
Sachs & Co. ("Goldman Sachs") and The Goldman Sachs
Group, L.P. ("GS Group" and together with Water
Street and Goldman Sachs, the "Reporting Persons")
relates to the beneficial ownership by the Reporting
Persons of shares of the common stock, par value $.10
per share (the "Common Stock"), of USG Corporation, a
Delaware corporation (the "Company").
The principal executive offices of the
Company are located at 125 South Franklin Street,
Chicago, Illinois 60606.
Item 2. Identity and Background.
This Amendment No. 1 is being filed by the
Reporting Persons.1 A copy of the joint filing
agreement among the Reporting Persons is filed as
Exhibit A to the Schedule 13D.
The business address of each of the
Reporting Persons is 85 Broad Street, New York, New
York 10004. Water Street, a Delaware limited
partnership, is engaged in the business of buying and
selling securities of entities that (i) are in
bankruptcy (or other form of legal reorganization) or
have defaulted in the payment of any indebtedness for
borrowed money or (ii) have outstanding debt
securities meeting certain yield requirements.
Goldman Sachs is the sole general partner of Water
Street.
Goldman Sachs, a New York limited
partnership, is an investment banking firm and a
member of the New York Stock
Exchange, Inc. and other national exchanges. GS
Group, one of the general partners of Goldman Sachs,
owns a 99% interest in Goldman Sachs. GS Group is a
Delaware limited partnership and a holding
partnership that engages (directly or indirectly
through subsidiaries or affiliated companies or both)
in the
1. Neither the Schedule 13D or the present filing
nor anything contained therein or herein shall be
construed as an admission that Water Street,
Goldman Sachs or GS Group constitutes a "person"
for any purpose other than Section 13(d) of the
Securities Exchange Act of 1934, or that Water
Street, Goldman Sachs and GS Group constitute a
"group" for any purpose.
<PAGE>
business of buying and selling securities, both
foreign and domestic, and in making investments on
behalf of its partners. GS Group is controlled by
its general partners (which consist of the general
partners of Goldman Sachs other than GS Group) as a
group, who have delegated to its Management Committee
the power to act on their behalf with respect to the
management of GS Group.
The name, business address, present
principal occupation or employment and citizenship of
each of the general partners of Goldman Sachs and of
GS Group that is a natural person are set forth in
Schedule I and are incorporated by reference. The
name, state or place of organization, principal
business, address of principal business and address
of principal office of each of the general partners
of Goldman Sachs (other than GS Group) and of GS
Group that is not a natural person are also set forth
in Schedule I and incorporated by reference. The
name, business address, present principal occupation
or employment and citizenship of each controlling
person, if any, director and executive officer of
each corporate general partner of Goldman Sachs are
set forth in Schedule II and incorporated by
reference. The members of the Management Committee
of GS Group are those persons listed in Schedule I
who have an asterisk marked next to their name.
During the last five years, none of the
Reporting Persons nor, to their knowledge, any of the
persons listed on Schedule I or Schedule II, (i) has
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or
(ii) except as set forth on Schedule III, has 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 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 Con
sideration.
Water Street acquired the shares of Common
Stock and the warrants to purchase Common Stock
("Warrants") on May 6, 1993 pursuant to the terms of
the Prepackaged Plan of Reorganization of the Company
under Chapter 11 of the Bankruptcy Code (the
"Prepackaged Plan"). The Company solicited
acceptances of the Prepackaged Plan from each person
holding an impaired claim against or equity interest
in the Company. Water Street voted all its impaired
claims in favor of the Prepackaged Plan. The
Prepackaged Plan was filed on March 17, 1993, was
confirmed on April 23, 1993 by the United States
Bankruptcy Court for the District of Delaware and
became
<PAGE>
effective on May 6, 1993 (the "Effective Date"). The
Prepackaged Plan is filed as Exhibit B to the
Schedule 13D.
In accordance with the Prepackaged Plan,
15,893,231 shares of Common Stock and 116,070
Warrants, each of which represents the right to
purchase one share of Common Stock, were issued to
Water Street in respect of Water Street's holdings of
$307,904,000 principal amount of 13-1/4% Senior
Subordinated Debentures due 2000 of the Company (the
"13-1/4 Debentures") and $21,415,104 principal amount
of 16% Junior Subordinated Pay-in-Kind Debentures due
2008 of the Company (the "16% Debentures").2
Water Street acquired its holdings of 13-
1/4% Debentures and 16% Debentures through open
market purchases between June 1990 and February 1991
for an aggregate purchase price of approximately
$131,298,408. The funds used by Water Street to
purchase the 13-1/4% Debentures and the 16%
Debentures were obtained from the capital
contributions by its partners. The amount of funds
necessary to exercise the 116,070 Warrants held by
Water Street is approximately $1,873,983 (based on an
exercise price of $16.14 per Warrant). In the event
Water Street exercises the Warrants, it is expected
that the funds for that exercise would be obtained
from the available funds of Water Street.
Also in accordance with the Prepackaged
Plan, 96,539 shares of Common Stock were issued to
Goldman Sachs in respect of its holdings of
$1,900,000 principal amount of 13-1/4% Debentures.3
Goldman Sachs acquired its holdings of 13-1/4%
2. Based on the anticipated distributions of Common
Stock and Warrants to Water Street under the
Prepackaged Plan, Water Street reported in the
Schedule 13D that it beneficially owned
15,893,384 shares of Common Stock and 116,108
Warrants. Water Street's beneficial ownership
reported in this Amendment No. 1 reflects the
actual number of shares of Common Stock and
Warrants distributed to Water Street under the
Prepackaged Plan.
3. Based on the anticipated distribution of Common
Stock to Water Street and Goldman Sachs under the
Prepackaged Plan, Goldman Sachs and GS Group
reported in the Schedule 13D that they
beneficially owned 15,989,921 shares of Common
Stock and 116,108 Warrants. The beneficial
ownership of Goldman Sachs and GS Group reported
in this Amendment No. 1 reflects the actual
number of shares of Common Stock and Warrants
distributed to Water Street and Goldman Sachs
under the Prepackaged Plan.
<PAGE>
Debentures through open market purchases between
March 1991 and July 1991 for an aggregate purchase
price of approximately $677,000. The funds used by
Goldman Sachs to purchase the 13-1/4% Debentures were
obtained from working capital, which included the
proceeds of short and medium-term bank loans obtained
by Goldman Sachs in the ordinary course of business.
None of the persons listed on Schedule I or Schedule
II has contributed any funds or other consideration
towards the purchase of the 13-1/4% Debentures by
Goldman Sachs, except as they may have made capital
contributions to Goldman Sachs as general partners of
Goldman Sachs.
Item 4. Purpose of the Transaction.
As discussed in Item 3, pursuant to the
Prepackaged Plan (i) Water Street received 15,893,231
shares of Common Stock and Warrants to purchase
116,070 shares of Common Stock in exchange for its
holdings of 13-1/4% Debentures and 16% Debentures and
(ii) Goldman Sachs received 96,539 shares of Common
Stock in exchange for its holdings of 13-1/4%
Debentures. The Reporting Persons acquired their
shares of Common Stock and/or Warrants, as the case
may be, pursuant to the Prepackaged Plan for the
purpose of acquiring an equity interest, including
the Warrants, in the Company. The Reporting Persons
expect to evaluate on an ongoing basis the Company's
financial condition, business, operations and
prospects. Under the letter agreement, dated
February 25, 1993 (the "Water Street Agreement"),
between the Reporting Persons and the Company, which
was entered into in connection with the Prepackaged
Plan, Water Street is entitled to receive all data
and other information, and to have access to the
executive officers and other key employees of the
Company, as Water Street or Goldman Sachs may
reasonably request to monitor and evaluate their
investment in the Company. Water Street intends to
request such data, information and access, and to
discuss with the Company, from time to time, matters
relating to the Company's financial condition,
business, operations and prospects, including the
extent and terms of any debt or equity financing or
any refinancing or other transaction in respect of
the Company's outstanding debt or equity securities.
Moreover, pursuant to the Water Street Agreement, two
partners of Goldman Sachs have been elected as
directors of the Company. In that capacity, they
will be consulted, and will vote, on matters that are
presented to the board of directors, including sales
of assets, extraordinary corporate transactions, and
changes to the Company's capitalization, dividend
policy, business or corporate structure.
Furthermore, one of those partners of Goldman Sachs
will also be a member of the Company's Finance
Committee, which has the powers described below.
Depending upon the Company's financial condition,
business, operations
<PAGE>
and prospects, the market price of the Common Stock,
conditions in the securities markets generally,
general economic and industry conditions and other
factors, the Reporting Persons may sell Common Stock
and/or Warrants, as the case may be, from time to
time in public or private transactions (subject to
the provisions of the Water Street Agreement). The
Water Street Agreement, which is described in Item 6,
is filed as Exhibit C to the Schedule 13D.
Under the Water Street Agreement, from and
after the Effective Date and until June 22, 1997,
Water Street is entitled to nominate (i) two
directors to the board of directors of the Company
("the Board"), which consists of 15 members and
(ii) one member to the Finance Committee of the
Board, which consists of four members. The Finance
Committee has the power to review all significant
financial matters, including strategies, policies or
transactions, contemplated by the Company. The
Company's bylaws provide that "the Finance Committee
shall provide review and oversight of and make
recommendations to the board of directors on the
[Company's] financing requirements and programs to
obtain funds; relations with banks, bondholders and
other creditors; forecasting procedures on revenues,
expenses, earnings, and cash flow; operating and
capital expenditure budgets; dividend policy; the
adoption of any compensation plan for key employees
which contemplates the issuance of stock of the
[Company] or which is a significant cash compensation
plan (other than an annual cash bonus plan consistent
with past practice); and acquisitions, divestitures
and significant transactions affecting the
[Company's] capital structure or ownership." Water
Street's initial designees to the Board are Wade
Fetzer III and Barry L. Zubrow, both of whom are
partners of Goldman Sachs. Mr. Zubrow is a member of
the Finance Committee.
Under the Water Street Agreement, the
Company provides Water Street with a shelf
registration to register debt securities, four demand
registrations to register debt and/or equity
securities and unlimited piggyback registrations,
subject to certain limitations described in Item 6
below. Water Street sold $131,294,000 of debt
securities of the Company, representing all of the
debt securities of the Company owned by Water Street,
under a shelf registration statement which was filed
by the Company with the Securities and Exchange
Commission and which became effective on June 21,
1993. On January 7, 1994, the Company filed a
registration statement for an underwritten public
offering of Common Stock (the "Offering"). Water
Street has exercised its piggyback registration
rights with respect to the Offering; and the Company
has included 2,500,000 shares of Common Stock for
sale
<PAGE>
by Water Street in the registration statement
relating to the Offering (3,137,500 shares if the
underwriters' overallotment option is exercised in
full).
Except as set forth in this Amendment No. 1,
none of the Reporting Persons nor, to their
knowledge, any of the persons listed on Schedule I or
Schedule II has any present plans or intentions which
would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4
of Schedule 13D. However, the Reporting Persons
reserve the right to change their plans and
intentions at any time, as they deem appropriate.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Water Street
beneficially owns 15,893,231 shares of Common Stock
and Warrants to purchase 116,070 shares of Common
Stock. In its registration statement relating to the
Offering which was filed with the Securities and
Exchange Commission on January 7, 1994, the Company
disclosed that 37,158,085 shares of Common Stock were
outstanding as of December 31, 1993. Based on the
foregoing, Water Street beneficially owns (without
giving effect to the Warrants owned by Water Street)
approximately 43% of the outstanding shares of Common
Stock. Assuming that Water Street exercises all of
its Warrants, but that no other Warrants are
exercised, Water Street would beneficially own
approximately 43% of the outstanding shares of Common
Stock. Assuming that all of the outstanding Warrants
are exercised (including the Warrants owned by Water
Street), Water Street would beneficially own
approximately 40% of the outstanding shares of Common
Stock.
As of the date hereof, Goldman Sachs
beneficially owns 96,539 shares of Common Stock and,
as the general partner of Water Street, may be deemed
to be the beneficial owner of the 15,893,231 shares
of Common Stock and Warrants to purchase 116,070
shares of Common Stock held by Water Street. In
addition, GS Group may be deemed to be the beneficial
owner of (i) the 15,893,231 shares of Common Stock
and Warrants to purchase 116,070 shares of Common
Stock held by Water Street and (ii) the 96,539 shares
of Common Stock held by Goldman Sachs. Based on the
foregoing (including the shares of Common Stock owned
by Water Street), Goldman Sachs and GS Group
beneficially own (without giving effect to the
Warrants owned by Water Street) an aggregate of
15,989,770 shares of Common Stock, or approximately
43% of the outstanding shares of Common Stock.
Assuming that Water Street exercises all of its
Warrants, but that no other Warrants are exercised,
Goldman Sachs and GS Group would beneficially own
approximately 43% of
<PAGE>
the outstanding shares of Common Stock. Assuming
that all of the outstanding Warrants are exercised
(including the Warrants owned by Water Street),
Goldman Sachs and GS Group would beneficially own
approximately 41% of the outstanding shares of Common
Stock.
As described in Item 4 above, on January 7,
1994 the Company filed a registration statement for
an underwritten public offering of Common Stock of
6,000,000 shares of Common Stock by the Company
(6,637,500 shares if the underwriters' overallotment
option is exercised in full) and 2,500,000 shares of
Common Stock by Water Street (3,137,500 shares if the
underwriters' overallotment option is exercised in
full). Assuming consummation of the Offering (and
assuming that the underwriters' overallotment options
are not exercised), (i) Water Street would
beneficially own 13,393,231 shares of Common Stock
(12,755,731 shares if the underwriters' overallotment
option is exercised in full) and Warrants to purchase
116,070 shares of Common Stock and (ii) Goldman Sachs
and GS Group would beneficially own 13,489,770 shares
of Common Stock (12,852,270 shares if the
underwriters' overallotment option is exercised in
full) and Warrants to purchase 116,070 shares of
Common Stock. Based on the foregoing, Water Street
would beneficially own (without giving effect to the
Warrants owned by Water Street) 31% (29% if the
underwriters' overallotment option is exercised in
full) and Goldman Sachs and GS Group would
beneficially own (without giving effect to the
Warrants owned by Water Street) 31% (29% if the
underwriters' overallotment option is exercised in
full), in each case, of the outstanding shares of
Common Stock after the Offering. Assuming that Water
Street exercises all of its Warrants, but that no
other Warrants are exercised, Water Street would
beneficially own 31% (29% if the underwriters'
overallotment option is exercised in full) and
Goldman Sachs and GS Group would beneficially own 31%
(30% if the underwriters' overallotment option is
exercised in full), in each case, of the outstanding
shares of Common Stock after the Offering.
To the knowledge of the Reporting Persons,
none of the persons listed on Schedule I and
Schedule II own any shares of Common Stock.
(b) Water Street, Goldman Sachs and GS
Group have the sole power to vote or to direct the
vote and to dispose or to direct the disposition of
the shares of Common Stock beneficially owned by
them. As described in Item 6 below, the voting and
disposition of the shares of Common Stock owned by
Water Street or Goldman Sachs are subject to the
provisions of the Water Street Agreement.
<PAGE>
(c) None of the Reporting Persons nor, to
their knowledge, any of the persons listed on
Schedule I or Schedule II, has been party to any
transaction in the Common Stock during the sixty-day
period ending on the date of this Amendment No. 1.
(d) No other person is known by the
Reporting Persons to have the right to receive or the
power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock
beneficially owned by the Reporting Persons.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer.
As described in Item 4 above, the Reporting
Persons have entered into the Water Street Agreement
with the Company, a copy of which is filed as Exhibit
C to the Schedule 13D.
Water Street Agreement
Purchases, Sales, Voting and Other Restricti
ons and Rights. The Water Street Agreement:
(i) prohibits the Reporting Persons from
purchasing, or offering or agreeing to purchase, any
shares of Common Stock or other voting securities of
the Company, except for acquisitions by Goldman Sachs
or GS Group of up to an aggregate of 10% of the then
outstanding shares of Common Stock in the ordinary
course of its business and except for purchases (a)
pursuant to the Prepackaged Plan, (b) upon the
exercise of any Warrants or other rights to purchase
Common Stock received under the Prepackaged Plan, (c)
by way of stock dividend, reorganization, merger or
other like distribution made available to holders of
Common Stock generally or under any shareholder
rights agreement and (d) upon the distribution of
Common Stock or Warrants by Water Street to its
partners in accordance with Water Street's
partnership agreement (the purchases referred to in
clauses (a), (b), (c) and (d) are collectively known
as the "Permitted Acquisitions");
(ii) requires (a) Water Street to vote all
shares of Common Stock and other voting securities of
the Company beneficially owned by it and (b) the
other Reporting Persons to vote all shares of Common
Stock beneficially owned by them in excess of 10% of
the then outstanding shares of Common Stock, in each
case, in the same proportion as the votes cast by all
other holders of Common Stock and other voting
securities of the Company, subject to certain
exceptions described below;
<PAGE>
(iii) restricts the ability of the
Reporting Persons to transfer shares of Common Stock
to any person, except for (a) sales consistent with
Rule 144 of the Securities Act of 1933,
(b) underwritten public offerings, (c) sales to
persons who represent that after giving effect to the
sale they will not be 5% holders, (d) pledgees who
agree to be bound by certain provisions of the Water
Street Agreement, (e) in the case of Water Street,
distributions to Water Street's partners in
accordance with the governing partnership agreement,
(f) pursuant to a tender or exchange offer for shares
of Common Stock if the Company does not use, or is
prevented from using, a rights plan to defend against
the offer, and (g) pursuant to transactions approved
by the Board;
(iv) provides Water Street with certain
rights to nominate directors to the Board and the
Finance Committee (as described in Item 4);
(v) requires the Company to maintain
directors' and officers' liability insurance and
indemnification rights in favor of directors;
(vi) requires that the Company's Rights
Agreement provide exemptions for ownership of Common
Stock by the Reporting Persons;
(vii) provides Water Street with a shelf
registration to register debt securities, four demand
registrations to register debt and/or equity
securities and unlimited piggyback registrations,
subject to certain limitations described below; and
(viii) provides for indemnification by the
Company of Water Street, its underwriters and related
parties for securities law claims related to any
registration contemplated in clause (vii) above.
Lapse and Termination of Restrictions. As
described in Item 4, Water Street is entitled to
nominate (and has nominated) two directors to the
Board. If the Water Street directors are removed
from office without the consent of Water Street, the
restrictions on the Reporting Persons relating to
(i) purchases of voting securities of the Company
other than Permitted Acquisitions, (ii) voting of
securities of the Company and (iii) the transfer of
shares of Common Stock, as described above,
terminate. These restrictions also terminate upon
the earliest to occur of: (i) the consummation of a
merger, consolidation or other business combination
to which the Company is a constituent corporation, if
the stockholders of the Company immediately before
such merger, consolidation or
<PAGE>
combination do not own more than 50% of the combined
voting power of the then outstanding voting
securities of the surviving corporation, (ii) the
Board consisting of a majority of directors not
approved by a majority vote of the continuing
directors, who are the directors serving on February
25, 1993 and any directors approved after that time
by a majority of the then continuing directors, and
(iii) the tenth anniversary of the Water Street
Agreement. In addition, the restrictions on
purchases of voting securities and transfers of
Common Stock also terminate when the Reporting
Persons own less than 5% of the then outstanding
shares of Common Stock.
Furthermore, the Reporting Persons will not
be subject to the voting restrictions contained in
the Water Street Agreement if (i) the Company
defaults on the payment of principal or interest
required to be paid pursuant to any indebtedness if
the aggregate amount of such indebtedness is
$25,000,000 or more; (ii) the payment of principal of
any of the Company's indebtedness is declared due and
payable prior to the date on which it would otherwise
become due and payable if the aggregate amount of
such indebtedness is $25,000,000 or more; (iii) any
person other than Water Street becomes the beneficial
owner of more than 10% of the then outstanding shares
of Common Stock; or (iv) the Company fails to comply
with (x) a minimum total interest coverage ratio of
0.63 for a specified coverage period in 1993 and for
the first quarter of 1994, 0.84 for the second
quarter of 1994, 0.97 for the third quarter of 1994
and 1.14 for the fourth quarter of 1994, or (y)
beginning in 1995, the following financial covenants
in the manner set forth in the Company's credit
agreement: a minimum senior interest coverage ratio,
a minimum total interest coverage ratio, a minimum
fixed charge coverage ratio, a minimum adjusted
cumulative net worth, and a maximum leverage ratio,
provided that (a) these financial covenants will be
calculated based only on domestic revenues unless the
Company's non-domestic consolidated revenues exceed
35% of its total consolidated revenues, and (b) the
Company will not be deemed out of compliance in the
event of a breach, after 1994 and prior to 1998, of
the senior interest coverage ratio or the total
interest coverage ratio unless there also exists at
that time a breach of the fixed charge coverage ratio
or in the event of a breach, after 1994 and prior to
1998, of the fixed charge coverage ratio unless there
also exists at that time a breach of either the
senior interest coverage ratio or the total interest
coverage ratio. If the Company complies with the
financial covenants within the two fiscal quarters
following the first failure to comply, the voting
restrictions will apply again. However, if the
Company thereafter fails to comply with any of the
financial covenants, the voting restrictions will
terminate.
<PAGE>
Registration Rights. As described in Item 4
above, Water Street has certain rights to cause the
Company to register the Company's debt and equity
securities that are held by Water Street. Under the
Water Street Agreement, the following "holdback"
arrangements apply: (i) the Company will not effect
any registration of any of its securities during the
90-day period following the effective date of any of
Water Street's demand or piggyback registrations, or
during the 180-day period following the effective
date of the first underwritten public offering of
Common Stock after the Effective Date, if that
offering is effected by Water Street under conditions
described in the Water Street Agreement, and
(ii) Water Street (and any other Reporting Person
that receives a distribution of Common Stock from
Water Street and owns 5% or more of the then
outstanding shares of Common Stock) will not request
a demand registration during any period in which the
Company is actively engaged in a registered
distribution of its securities and until 90 days
after the effective date of the registration
statement relating to the distribution (unless the
distribution is made in connection with the first
underwritten public offering of Common Stock after
the Effective Date, in which event the holdback
period may be longer, up to 180 days). Accordingly,
with respect to the Offering, the holdback period
will be 180 days after the effective date of the
registration statement. In addition, notwithstanding
Water Street's unlimited piggyback registration
rights, if the Company, before November 6, 1994,
effects, other than pursuant to a demand by Water
Street, the first underwritten public offering of
Common Stock after the Effective Date pursuant to
which it registers to sell no more than that number
of shares of Common Stock as would yield an aggregate
price to the public of $100,000,000, then Water
Street does not have the right to participate in that
offering. If the Company, in its sole discretion,
determines that more than $100,000,000 of Common
Stock is to be sold in that offering, then Water
Street will have the right to sell in that offering
50% of the number of additional shares of Common
Stock determined by the Company to be sold (or such
lesser number as Water Street chooses). As described
in Item 4 above, Water Street has exercised its
piggyback registration rights with respect to the
Offering; and the Company has included 2,500,000
shares of Common Stock for sale by Water Street in
the registration statement for the Offering
(3,137,500 shares if the underwriters' overallotment
option is exercised in full). Except as described
above, the Company and Water Street have mutual
piggyback rights on registrations initiated by the
other, generally on an equal basis.
Pursuant to the Water Street Agreement, of
Water Street's four demand registrations, (a) the
Company will pay
<PAGE>
the registration expenses (other than commissions and
discounts of underwriters) (the "Registration
Expenses") for two registrations ("Free
Registrations"), (b) the Company and Water Street
will each pay one-half of the Registration Expenses
for two registrations ("50/50 Registrations"), and
(c) the Company will pay up to $50,000 of the
Registration Expenses relating to the shelf
registration and, to the extent those expenses exceed
$50,000, Water Street may elect to (i) have the
Company pay all of the excess expenses (in which case
the shelf registration will constitute one of Water
Street's Free Registrations), (ii) share the cost of
the excess expenses with the Company on an equal
basis (in which case the shelf registration will
constitute one of Water Street's 50/50 Registrations)
or (iii) pay the excess expenses. In connection with
the shelf registration covering the debt securities
of the Company owned by Water Street, Water Street
elected to pay the excess expenses.
Put/Call Option. At any time prior to the
first anniversary of the Effective Date, (i) Water
Street will have the right, subject to any applicable
legal or contractual restriction (including those
contained in the Company's amended credit agreement),
to require the Company to purchase from Water Street
12,300,000 shares of Common Stock then owned by Water
Street at a price equal to (a) $40,000,000 divided by
(b) the number of outstanding shares of Common Stock
immediately after giving effect to all distributions
of Common Stock pursuant to the Prepackaged Plan (or
$1.08 per share based on the Company's estimate, in
its Registration Statement on Form S-1, filed with
the Securities and Exchange Commission on April 16,
1993, that 37.2 million shares of Common Stock would
be outstanding immediately after consummation of the
Prepackaged Plan (the "Estimated Number of Shares"));
and (ii) the Company will have the right, subject to
any applicable legal or contractual restriction, to
purchase from Water Street 12,300,000 shares of
Common Stock then owned by Water Street at a price
equal to (a) $4,000,000,000 divided by (b) the number
of outstanding shares of Common Stock immediately
after giving effect to all distributions of Common
Stock pursuant to the Prepackaged Plan (or $107.53
per share based on the Estimated Number of Shares).
Water Street and the Company have entered into two
letter agreements, each dated as of May 5, 1993,
which are filed as Exhibits D and E to the Schedule
13D, in which the parties agreed that (i) 12,300,000
shares are subject to the put and call options and
(ii) neither the put nor the call option restrict the
Reporting Persons from selling, transferring or
otherwise disposing of any shares of Common Stock.
<PAGE>
Rights Agreement. In accordance with the
Water Street Agreement, the Company's Rights
Agreement must provide that, until December 31, 1997,
Water Street's beneficial ownership of any shares of
Common Stock (or warrants to purchase Common Stock or
securities exchangeable for or convertible into
Common Stock or warrants to purchase any such
exchangeable or convertible securities)
(collectively, "Specified Securities") acquired
pursuant to any Permitted Acquisition will not cause
any of the following to occur: (a) Water Street or
any of its Affiliates or Associates to become an
Acquiring Person or an Adverse Person (as such terms
are defined in the Rights Agreement), (b) the rights
issuable under the Rights Agreement (the "Rights") to
be distributed, (c) the transfer of Common Stock of
the Company (or its successor by operation of law or
under the terms of the Rights Agreement) no longer
constituting the transfer of associated Rights or
requiring the distribution of Rights certificates,
(d) the Rights becoming exercisable, non-redeemable
or non-amendable, (e) a condition as the result of
which Rights may be exchanged for Common Stock under
the Rights Agreement, or (f) the Rights' purchase
price or the amount of securities acquirable upon
payment thereof to be adjusted (collectively, the
"Specified Events").
The Rights Agreement will also provide that,
until February 25, 2003:
(i) from and after any distribution of
shares of Common Stock by Water Street to its
partners and until the Reporting Persons
"beneficially own" (as defined in the Rights
Agreement to include the Specified Securities owned
by associates and affiliates of the Reporting
Persons) a percentage of the outstanding shares of
Common Stock which is less than 10% of the
outstanding Common Stock (the "Flip-In Threshold"),
the beneficial ownership by the Reporting Persons
(other than Water Street) of any Specified Securities
acquired pursuant to any Permitted Acquisition or
Permitted Acquisitions will not cause any of the
Specified Events to occur, so long as the Reporting
Persons vote the shares of Common Stock owned by them
in accordance with the terms of the Water Street
Agreement;
(ii) until the Reporting Persons
beneficially own a percentage of the outstanding
shares of Common Stock which is less than the Flip-In
Threshold, the acquisition (other than pursuant to
any Permitted Acquisition) by the Reporting Persons
(which acquisition, in the case of persons other than
natural persons, is made in the ordinary course of
business), including but not limited to acquisitions
on behalf of proprietary accounts and accounts with
respect to which any of the Reporting Persons has
investment discretion, of up to an aggregate of an
additional 10% of the outstanding shares of
<PAGE>
Common Stock at the time of acquisition will not
cause any of the Specified Events to occur;
(iii) the acquisition (other than pursuant
to any Permitted Acquisition or Permitted
Acquisitions) by the Reporting Persons (which
acquisition, in the case of persons other than
natural persons, is made in the ordinary course of
business) of an aggregate of more than an additional
10% of the outstanding shares of Common Stock at the
time of acquisition will not cause any of the
Specified Events to occur, provided that, within ten
business days after the Company notifies Water Street
of that ownership, the Reporting Persons sell or
otherwise transfer or dispose of Common Stock, so
that, after giving effect to those transactions, the
number of shares of Common Stock beneficially owned
by the Reporting Persons that were acquired other
than pursuant to any Permitted Acquisition or
Permitted Acquisitions is not greater than an
aggregate of 10% of the then outstanding shares of
Common Stock; and
(iv) any percentage increase in any
Reporting Person's beneficial ownership of
outstanding shares of Common Stock that results from
the acquisition of shares of Common Stock by the
Company or its Subsidiaries will not cause any
Specified Event to occur.
The foregoing description is qualified in
its entirety by reference to the Water Street
Agreement, a copy of which is filed as Exhibit C to
the Schedule 13D.
Warrant Agreement
Pursuant to the Prepackaged Plan, Water
Street was issued Warrants to purchase 116,070 shares
of Common Stock as part of the consideration issued
in exchange for its holdings of 16% Debentures. Each
Warrant entitles Water Street to purchase one share
of Common Stock at a purchase price of $16.14,
subject to adjustment in certain events. The
Warrants are exercisable, subject to applicable
securities laws, at any time prior to the fifth
anniversary of the Effective Date. Water Street is
not entitled to any rights as a stockholder of the
Company with respect to the Common Stock issuable
upon exercise of a Warrant, including the right to
vote or to receive dividends or other distributions,
until Water Street has properly exercised the
Warrant.
Additional Information
Goldman Sachs has previously provided
investment banking services to the Company, in
connection with which the Company paid fees to
Goldman Sachs and agreed to indemnify
<PAGE>
Goldman Sachs against certain civil liabilities,
including liabilities under the federal securities
laws.
Except as described herein, none of the
Reporting Persons, nor, to their knowledge, any of
the persons listed on Schedule I or Schedule II is a
party to any contract, arrangement, understanding or
relationship with respect to any securities of the
Company.
Item 7. Materials Filed as Exhibits.
(A) Joint Filing Agreement, dated May 17,
1993, among the Reporting Persons.
(B) Prepackaged Plan of Bankruptcy filed
with the United States Bankruptcy Court
for the District of Delaware.
(C) Letter Agreement, dated February 25,
1993, between the Company and the
Reporting Persons.
(D) Letter Agreement, dated as of May 5,
1993, between the Company and Water
Street.
(E) Letter Agreement, dated as of May 5,
1993, between the Company and Water
Street.
<PAGE>
SIGNATURE
Each of the undersigned certifies, after
reasonable inquiry and to the best of its knowledge
and belief, that the information set forth in this
statement is true, complete and correct.
WATER STREET CORPORATE
RECOVERY FUND I, L.P.
By: GOLDMAN, SACHS & CO.
General Partner
By: /s/ Richard A. Friedman
Name: Richard A.
Friedman
Title: General
Partner
GOLDMAN, SACHS & CO.
By: /s/ Richard A. Friedman
Name: Richard A.
Friedman
Title: General
Partner
THE GOLDMAN SACHS GROUP, L.P.
By: /s/ Richard A. Friedman
Name: Richard A.
Friedman
Title: General
Partner
Dated: January 10, 1994
<PAGE>
SCHEDULE I
The following table sets forth the name of each of the general
partners of Goldman, Sachs & Co. (other than The Goldman Sachs
Group, L.P.). Unless otherwise indicated, the business address of
each person listed below is 85 Broad Street, New York, NY 10004,
and, unless otherwise indicated, each natural person listed below
is a citizen of the United States of America. Nobuyoshi John
Ehara Inc., Jun Makihara Inc. and Masanori Mochida Inc., the only
corporate general partners of Goldman, Sachs & Co. and The Goldman
Sachs Group, L.P., are each incorporated in the State of Delaware.
The principal occupation of each natural person listed below and
the principal business of each of Nobuyoshi John Ehara Inc., Jun
Makihara Inc. and Masanori Mochida Inc., is as a general partner
of Goldman, Sachs & Co.
Name and Citizenship Business Address
The persons listed below who have an asterisk marked next to their
name are members of the Management Committee of The Goldman Sachs
Group, L.P.
Stephen Friedman*
Eric P. Sheinberg
Roy J. Zuckerberg*
David C. Clapp
David M. Silfen*
Jon Z. Corzine*
Eugene V. Fife* 133 Fleet Street
London EC4A 2BB, England
Richard M. Hayden 133 Fleet Street
London EC4A 2BB, England
Robert J. Hurst*
William J. Kealy
<PAGE>
Howard A. Silverstein
Howard C. Katz
Michael R. Armellino
Peter K. Barker 333 South Grand Avenue
Los Angeles, CA 90071
Eric S. Dobkin
David A. George*
Willard J. Overlock, Jr.*
Henry M. Paulson, Jr.* 4900 Sears Tower
Chicago, IL 60606
Mark O. Winkelman*
Netherlands
Richard S. Atlas 333 South Grand Avenue
Los Angeles, CA 90071
Jonathan L. Cohen
John R. Farmer 133 Fleet Street
London EC4A 2BB, England
Fredric B. Garonzik 133 Fleet Street
London EC4A 2BB, England
Kevin W. Kennedy
William C. Landreth 4900 Sears Tower
Chicago, IL 60606
<PAGE>
Daniel M. Neidich
Gary D. Rose
Edward Spiegel
Fischer Black
Robert A. Cenci
Robert F. Cummings, Jr.
Charles A. Davis
Angelo DeCaro
David F. DeLucia
Steven G. Einhorn
Joseph H. Ellis
Wade Fetzer III 4900 Sears Tower
Chicago, IL 60606
David B. Ford
Robert M. Giordano
John A. Golden
Richard W. Herbst
Henry James 15 Queen's Road Central
Hong Kong
<PAGE>
David M. Leuschen
Jeanette W. Loeb
Michael R. Lynch
Michael D. McCarthy
Donald C. Opatrny, Jr.
R. Ralph Parks, Jr.
Edward A. Poppiti, Jr.
Gary L. Seevers
Alan A. Shuch
Thomas E. Tuft
Artur Walther
Federal Republic of Germany Messe Turm, D-6000
Frankfurt am Main 1
Germany
Garland E. Wood
Robert J. Katz*
Michael P. Mortara
Henry C. Barkhorn III
Lloyd C. Blankfein
Frank P. Brosens
<PAGE>
John P. Curtin, Jr.
Gavyn Davies
United Kingdom 133 Fleet Street
London EC4A 2BB, England
Dexter D. Earle
Nobuyoshi John Ehara
Japan 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
Nobuyoshi John Ehara Inc. 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
J. Christopher Flowers
Gary Gensler 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
John F. Gilmore, Jr. 4900 Sears Tower
Chicago, IL 60606
Charles T. Harris III
Thomas J. Healey
Stephen Hendel
Robert E. Higgins
Ernest S. Liu
Robert I. Lund 4900 Sears Tower
Chicago, IL 60606
<PAGE>
Eff W. Martin 555 California Street
San Francisco, CA 94104
Charles B. Mayer, Jr.
Michael J. O'Brien
United Kingdom 133 Fleet Street
London EC4A 2BB, England
Mark Schwartz
Stephen M. Semlitz
Robert K. Steel 133 Fleet Street
London EC4A 2BB, England
Daniel J. Sullivan, Jr. 53 State Street, 13th Floor
Boston, MA 02109
John A. Thain
John L. Thornton 133 Fleet Street
London EC4A 2BB, England
Moses K. Tsang 15 Queen's Road Central
Hong Kong
Bracebridge H. Young, Jr. 133 Fleet Street
London EC4A 2BB, England
Joseph R. Zimmel
Barry L. Zubrow
Gary L. Zwerling
Jonathan R. Aisbitt
United Kingdom 133 Fleet Street
London EC4A 2BB, England
<PAGE>
Andrew M. Alper
William J. Buckley
Frank L. Coulson, Jr.
Connie Kadrovach Duckworth 4900 Sears Tower
Chicago, IL 60606
Richard A. Friedman
Alan R. Gillespie
United Kingdom 133 Fleet Street
London EC4A 2BB, England
Joseph H. Gleberman 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
Jacob D. Goldfield
Steven M. Heller
Ann F. Kaplan
Robert S. Kaplan 12-32 Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
Peter D. Kiernan III
John P. McNulty
T. Willem Mesdag 133 Fleet Street
London EC4A 2BB, England
Gaetano J. Muzio
<PAGE>
Robin Illgen Neustein
Timothy J. O'Neill
Scott M. Pinkus
John J. Powers
Stephen D. Quinn
Arthur J. Reimers 133 Fleet Street
London EC4A 2BB, England
James P. Riley, Jr.
Richard A. Sapp 133 Fleet Street
London EC4A 2BB, England
Bernard M. Sussman
Donald F. Textor
Thomas B. Walker III
Patrick J. Ward 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
Jeffrey M. Weingarten 133 Fleet Street
London EC4A 2BB, England
Jon Winkelried
Richard D. Witten
Gregory K. Palm 133 Fleet Street
London EC4A 2BB, England
<PAGE>
Carlos A. Cordeiro 133 Fleet Street
London EC4A 2BB, England
John O. Downing 133 Fleet Street
London EC4A 2BB, England
W. Mark Evans
Canada 3 Garden Road Central
Hong Kong
Michael D. Fascitelli
Sylvain M. Hefes
France 6 Rue Newton
75116 Paris, France
Reuben Jeffery III 133 Fleet Street
London EC4A 2BB, England
Lawrence H. Linden
Jun Makihara
Japan 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
Jun Makihara Inc. 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
Masanori Mochida
Japan 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
Masanori Mochida Inc.
Robert B. Morris III 555 California Street
San Francisco, CA 94104
Philip D. Murphy Messe Turm, D-6000
Frankfurt am Main 1,
Germany
<PAGE>
Suzanne M. Nora Johnson 333 South Grand Avenue
Los Angeles, CA 90071
Terence M. O'Toole
Carl G.E. Palmstierna
Sweden 133 Fleet Street
London EC4A 2BB, England
Michael G. Rantz
J. David Rogers
Joseph Sassoon
Israel 133 Fleet Street
London EC4A 2BB, England
Peter Savitz 12-32, Akasaka 1-chome
Minato-ku, Tokyo 107
Japan
Charles B. Seelig Jr.
Ralph F. Severson 555 California Street
San Francisco, CA 94104
Gene T. Sykes 333 South Grand Avenue
Los Angeles, CA 90071
Gary A. Syman
Leslie C. Tortora
John L. Townsend
Lee G. Vance 133 Fleet Street
London EC4A 2BB, England
David A. Viniar
<PAGE>
John S. Weinberg
Peter A. Weinberg
Laurence M. Weiss
George W. Wellde Jr.
Jaime E. Jordan
Sharmin Mossauar-Rahmani
United Kingdom
<PAGE>
SCHEDULE II
The name, business address, present principal occupation or
employment and citizenship of each controlling person, if any,
director and executive officer of each general partner of Goldman
Sachs or GS Group that is a corporation are set forth below.
I. Nobuyoshi John Ehara Inc.
Nobuyoshi John Ehara Inc. is controlled by Nobuyoshi John Ehara,
its President and one of its directors. The business address of
each person listed below other than Nobuyoshi John Ehara is 85
Broad Street, New York, New York 10004, and each such person is a
citizen of the United States of America. The business address of
Nobuyoshi John Ehara, a citizen of Japan, is the Ark Mori
Building, 1-12-32, Akasaka, Minato-ku, Tokyo 107, Japan.
Name and Business Address Position Present Principal
Occupation
Robert J. Katz Chairman of the General Partner of
Board Goldman, Sachs & Co.
Stuart J. Schlesinger Vice Chairman of General Partner of
the Board Goldman, Sachs & Co.
Nobuyoshi John Ehara President and General Partner of
Director Goldman, Sachs & Co.
James B. McHugh Secretary Vice President of
Goldman, Sachs & Co.
II. Masanori Mochida Inc.
Masanori Mochida Inc. is controlled by Masanori Mochida, its
President and one of its directors. The business address of each
person listed below other than Masanori Mochida is 85 Broad
Street, New York, New York 10004, and each such person is a
citizen of the United States. The business address of Masanori
Mochida, a citizen of Japan, is 12-32, Akasaka 1-chome, Minato-ku,
Tokyo 107, Japan.
Name and Business Address Position Present Principal
Occupation
Robert J. Katz Chairman of General Partner of
the Board Goldman, Sachs & Co.
<PAGE>
Stuart J. Schlesinger Vice Chairman of General Partner of
the Board and Goldman, Sachs & Co.
Treasurer
Masinori Mochida President and General Partner of
Director Goldman, Sachs & Co.
James B. McHugh Secretary Vice President of
Goldman, Sachs & Co.
III. Jun Makihara Inc.
Jun Makihara Inc. is controlled by Jun Makihara, its President and
one of its directors. The business address of each person listed
below other than Jun Makihara is 85 Broad Street, New York, New
York 10004, and each such person is a citizen of the United States
of America. The business address of Jun Makihara, a citizen of
Japan, is 333 South Grand Avenue, Los Angeles, California 90071.
Name and Business Address Position Present Principal
Occupation
Robert J. Katz Chairman of General Partner of
the Board Goldman, Sachs & Co.
Stuart J. Schlesinger Vice Chairman of General Partner of
the Board and Goldman, Sachs & Co.
Treasurer
Jun Makihara President and General Partner of
Director Goldman, Sachs & Co.
James B. McHugh Secretary Vice President of
Goldman, Sachs & Co.
<PAGE>
SCHEDULE III
In settlement of SEC Administrative Proceeding File No. 3-7647 In
the Matter of the Distribution of Securities Issued by Certain
Government Sponsored Enterprises, GS&Co. without admitting or
denying the findings consented to the entry of an Order dated
January 16, 1992 along with numerous other securities firms. The
SEC found that GS&Co. in connection with its participation in the
primary distributions of certain unsecured debt securities issued
by Government Sponsored Enterprises ("GSEs") made and kept certain
records that did not accurately reflect GS&Co.'s customers' orders
for the GSEs' securities and/or offers, purchases or sales by
GS&Co.'s of the GSEs' securities effected by GS&Co. in violation
of Section 17(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") and 17 C.F.R. Section Sign 240.17a-3 and 240.17a-4.
GS&Co. was ordered to cease and desist from committing or causing
future violations of the aforementioned sections of the Exchange
Act in connection with any primary distributions of unsecured debt
securities issued by the GSEs, pay a civil money penalty to the
United States Treasury in the amount of $100,000 and maintain
policies and procedures reasonably designed to ensure GS&Co.'s
future compliance with the aforementioned sections of the Exchange
Act in connection with any primary distributions of unsecured debt
securities issued by the GSEs.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
* SEE INSTRUCTIONS BEFORE FILLING OUT!
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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