U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
________________________________________________________________________________
1. Name and Address of Reporting Person
THE GOLDMAN SACHS GROUP, INC.
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(Last) (First) (Middle)
85 BROAD STREET
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(Street)
NEW YORK NY 10004
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(City) (State) (Zip)
________________________________________________________________________________
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/99
________________________________________________________________________________
3. IRS or Social Security Number of Reporting Person (Voluntary)
________________________________________________________________________________
4. Issuer Name and Ticker or Trading Symbol
CARMIKE CINEMAS, INC. (NYSE: CKE)
________________________________________________________________________________
5. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner
[_] Officer (give title below) [_] Other (specify below)
________________________________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year)
________________________________________________________________________________
7. Individual or Joint/Group Filing
[X] Form Filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned
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<TABLE>
<CAPTION>
3. Ownership Form:
2. Amount of Securities Direct (D) or
1. Title of Security Beneficially Owned Indirect (I) 4. Nature of Indirect Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
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<S> <C> <C> <C>
CLASS A COMMON STOCK,
PAR VALUE $.03 PER SHARE 408,000 (01),(02) (01),(02)
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Response)
(Over)
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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<TABLE>
<CAPTION>
5. Owner-
3. Title and Amount of Securities ship
Underlying Derivative Security Form of
2. Date Exercisable (Instr. 4) Derivative
and Expiration Date --------------------------------- 4. Conver- Security:
(Month/Day/Year) Amount sion or Direct 6. Nature of
---------------------- or Exercise (D) or Indirect
Date Expira- Number Price of Indirect Beneficial
1. Title of Derivative Exer- tion of Derivative (I) Ownership
Security (Instr. 4) cisable Date Title Shares Security (Instr. 5) (Instr. 5)
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<S> <C> <C> <C> <C> <C> <C> <C>
SERIES A SENIOR 11/30/99 NONE CLASS A COMMON STOCK, 2,200,000 $25.00 (01),(02) (01),(02)
CUMULATIVE CONVERTIBLE PAR VALUE $.03 PER (01),(02)
EXCHANGEABLE PREFERRED SHARE
STOCK, PAR VALUE $1.00
(01),(02)
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</TABLE>
Instruction 5(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners III, L.P. ("GS Capital
III"), GS Capital Partners III Offshore ("GS Offshore"), GS Capital Partners III
Germany Civil Law Partnership ("GS Germany"), Stone Street Fund 1998, L.P.
("1998 Stone"), Bridge Street Fund 1998, L.P. ("1998 Bridge" and together with
GS Capital III, GS Offshore, GS Germany and 1998 Stone, the "Limited
Partnerships"), Stone Street Advantage Corp. ("Stone Advantage"), GS Advisors
III, L.P. ("GS Advisors"), GS Advisors III (Cayman), L.P. ("GS Advisors
Cayman"), Goldman Sachs & Co. oHG ("GS oHG"), Goldman, Sachs & Co. ("Goldman
Sachs"), and The Goldman Sachs Group, Inc. (together with its predecessor, The
Goldman Sachs Group, L.P., "GS Group" and, together with Goldman Sachs, GS
Advisors, GS Advisors Cayman, GS oHG, Stone Advantage and the Limited
Partnerships, the "Reporting Persons"). The principal place of business of each
of the Reporting Persons is 85 Broad Street, New York, New York, 10004.
Explanation of Responses:
01: On November 30, 1998, GS Capital III, GS Offshore, GS Germany (through its
nominee, Goldman, Sachs & Co. Verwaltungs GmbH) and GS Group (collectively, the
"Purchasers") purchased (the "Purchase"), pursuant to the Stock Purchase
Agreement, dated as of November 22, 1998, by and among Carmike Cinemas, Inc.
(the "Company") and the Purchasers, for an aggregate purchase price of
$55,000,000, an aggregate of 550,000 shares of Series A Senior Cumulative
Convertible Exchangeable Preferred Stock, par value $1.00 per share, of the
Company (the "Series A Preferred Stock"). Each share of Series A Preferred Stock
will become convertible, on November 30, 1999, at the option of the holder, into
four shares of Class A Common Stock, par value $.03 per share, of the Company
(the "Class A Common Stock"), subject to certain adjustments. On February 3,
1999, the Limited Partnerships purchases an aggregate of 408,000 shares of Class
A Common Stock in a private transaction (the "February 1999 Purchase").
Beneficial ownership of the Class A Common Stock to the extent described herein
was acquired by the Reporting Persons pursuant either to the Purchase or to the
February 1999 Purchase.
02: As of October 1, 1999, each of Goldman Sachs and GS Group may be deemed to
own beneficially and indirectly in the aggregate 2,651,000 shares of Class A
Common Stock, consisting of (i) 408,000 shares of Class A Common Stock
beneficially owned by the Limited Partnerships, and (ii) 2,200,000 shares of
Class A Common Stock which may be deemed to be beneficially owned by the Limited
Partnerships by reason of their ownership of 550,000 shares of Series A
Preferred Stock. Affiliates of Goldman Sachs and GS Group are the general
partner or managing general partner or managing partner of the Limited
Partnerships. Goldman Sachs is the investment manager of GS Capital III, GS
Offshore and GS Germany. Goldman Sachs is wholly owned, directly and indirectly,
by GS Group. Goldman Sachs and GS Group each disclaim beneficial ownership of
the securities owned by the Limited Partnerships except to the extent of their
pecuniary interest therein.
As of October 1, 1999, GS Capital III may be deemed to own beneficially and
directly and its general partner, GS Advisors, may be deemed to own beneficially
and indirectly an aggregate of 1,776,731 shares of Class A Common Stock,
consisting of (i) 277,955 shares of Class A Common Stock acquired by GS Capital
III in the February 1999 Purchase, and (ii) 1,498,776 shares of Class A Common
Stock which may be
**Intentional mistatements or omissions of facts constitute Federal Criminal
Violations. See 10 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(see attached sheet) October 8, 1999
- ---------------------- -------------------
**Signature of Reporting Person Date
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, See Instruction 6 for procedure.
Page 2
<PAGE>
deemed to be beneficially owned by GS Capital III by reason of its ownership of
374,694 shares of Series A Preferred Stock. GS Advisors disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
As of October 1, 1999, GS Offshore may be deemed to own beneficially and
directly and its general partner, GS Advisors Cayman, may be deemed to own
beneficially and indirectly an aggregate of 448,445 shares of Class A Common
Stock, consisting of (i) 36,413 shares of Class A Common Stock acquired by GS
Offshore in the February 1999 Purchase, and (ii) 412,032 shares of Class A
Common Stock which may be deemed to be beneficially owned by GS Offshore by
reason of its ownership of 103,008 shares of Series A Preferred Stock. GS
Advisors Cayman disclaims beneficial ownership of the securities reported herein
except to the extent of its pecuniary interest therein.
As of October 1, 1999, GS Germany may be deemed to own beneficially and directly
and its managing partner, GS oHG, may be deemed to own beneficially and
indirectly an aggregate of 82,024 shares of Class A Common Stock, consisting of
(i) 12,832 shares of Class A Common Stock acquired by GS Germany in the February
1999 Purchase, and (ii) 69,192 shares of Class A Common Stock which may be
deemed to be beneficially owned by GS Germany by reason of its ownership of
17,298 shares of Series A Preferred Stock. GS oHG disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest
therein.
As of October 1, 1999, 1998 Stone may be deemed to own beneficially and directly
and its general partner, Stone Advantage, may be deemed to own beneficially and
indirectly an aggregate of 200,337 shares of Class A Common Stock, consisting of
(i) 31,341 shares of Class A Common Stock acquired by 1998 Stone in the February
1999 Purchase, and (ii) 168,996 shares of Class A Common Stock which may be
deemed to be beneficially owned by 1998 Stone by reason of its ownership of
42,249 Series A Preferred Stock. Stone Advantage disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest
therein.
As of October 1, 1999, 1998 Bridge may be deemed to own beneficially and its
managing general partner, Stone Advantage, may be deemed to own beneficially and
indirectly, an aggregate of 60,463 shares of Class A Common Stock, consisting of
(i) 9,459 shares of Class A Common Stock acquired by 1998 Bridge in the February
1999 Purchase, and (ii) 51,004 shares of Class A Common Stock which may be
deemed to be beneficially owned by 1998 Bridge by reason of its ownership of
12,751 shares of Series A Preferred Stock. Stone Advantage disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
As of October 1, 1999, Stone Advantage, as the general partner of 1998 Stone and
the managing general partner of 1998 Bridge, may be deemed to own beneficially
an aggregate of 260,800 shares of Class A Common Stock, consisting of (i) 31,341
shares of Class A Common Stock acquired by 1998 Stone in the February 1999
Purchase, (ii) 168,996 shares of Class A Common Stock which may be deemed to be
beneficially owned by 1998 Stone by reason of its ownership of 42,249 shares of
Series A Preferred Stock, (iii) 9,459 shares of Class A Common Stock acquired by
1998 Bridge in the February 1999 Purchase, and (iv) 51,004 shares of Class A
Common Stock which may be deemed to be beneficially owned by 1998 Bridge by
reason of its ownership of 12,751 shares of Series A Preferred Stock.
**Intentional mistatements or omissions of facts constitute Federal Criminal
Violations. See 10 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(see attached sheet) October 8, 1999
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**Signature of Reporting Person Date
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, See Instruction 6 for procedure.
Page 3
<PAGE>
SIGNATURES:
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III, L.P.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III (CAYMAN), L.P.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III, L.P.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
<PAGE>
GS CAPITAL PARTNERS III GERMANY
CIVIL LAW PARTNERSHIP (with limitation
of liability)
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 1998, L.P.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
BRIDGE STREET FUND 1998, L.P.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET ADVANTAGE CORP.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
<PAGE>
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its 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, 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.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By:/s/ Robert J. Katz
------------------------------
Name: Robert J. Katz
Title: Executive Vice President
<PAGE>
POWER OF ATTORNEY
This power of attorney will expire on May 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its 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,
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.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of May
7, 1999.
THE GOLDMAN, SACHS GROUP, INC.
By:/s/ Robert J. Katz
------------------------------
Name: Robert J. Katz
Title: Executive Vice President
and General Counsel
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its 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,
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
September 22, 1999.
GS CAPITAL PARTNERS III, L.P.
By: GS Advisors III, L.P.
By: GS Advisors III, L.L.C.
By: /s/ Kaca B. Enquist
----------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III OFFSHORE, L.P.
(the "Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney, to
execute and deliver in its 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,
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
September 22, 1999.
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: GS Advisors III (CAYMAN), L.P.
By: GS Advisors III, L.L.C.
By: /s/ Kaca B. Enquist
------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III GERMANY CIVIL
LAW PARTNERSHIP (the "Company") does hereby make, constitute and appoint each of
Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its 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, 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
October 7, 1999.
GS CAPITAL PARTNERS III GERMANY
CIVIL LAW PARTNERSHIP
By: Goldman, Sachs & Co. oHG
By: Goldman, Sachs & Co. Finanz GmbH
By: /s/ Andreas Kornlein
------------------------------
Name: Andreas Kornlein
Title: Executive Director
By: /s/ Sabine Mock
------------------------------
Name: Sabine Mock
Title: Executive Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III, L.P. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its 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, 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
September 22, 1999.
GS ADVISORS III, L.P.
By: GS Advisors III, L.L.C.
By: /s/ Kaca B. Enquist
------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III (CAYMAN), L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its 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,
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
September 22, 1999.
GS ADVISORS III (CAYMAN), L.P.
By: GS Advisors III, L.L.C.
By: /s/ Kaca B. Enquist
------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
This power of attorney will expire on December 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG, (the
"Company") does hereby make, constitute and appoint each of Hans-Linhard Reich
and Roger S. Begelman, acting individually, its true and lawful attorney, to
execute and deliver in its 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,
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.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of May
26, 1999.
GOLDMAN, SACHS & CO. oHG
By: /s/ Andreas Kornlein
------------------------------
Name: Andreas Kornlein
By: /s/ Sabine Mock
------------------------------
Name: Sabine Mock
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1998, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its 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,
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
September 22, 1999.
STONE STREET FUND 1998, L.P.
By: Stone Street Advantage Corp.
By: /s/ Kaca B. Enquist
------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1998, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its 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,
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
September 22, 1999.
BRIDGE STREET FUND 1998, L.P.
By: Stone Street Advantage Corp.
By: /s/ Kaca B. Enquist
------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET ADVANTAGE CORP. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its 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,
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
September 22, 1999.
STONE STREET ADVANTAGE CORP.
By: /s/ Kaca B. Enquist
------------------------------
Name: Kaca B. Enquist
Title: Vice President
