CS&M Draft of May 13, 1999
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
- ------------------------------------------------------------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
The Goldman Sachs Group, Inc.
-----------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------------------
(Title of Class of Securities)
38141G 10 4
-----------------------------------------------------
(CUSIP Number)
Robert A. Rabbino, Jr.
Sumitomo Bank Capital Markets, Inc.
277 Park Avenue
New York, New York 10172
Telephone: (212) 224-4000
--------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
May 7, 1999
--------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
<PAGE>
CUSIP NO. 38141G 10 4 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sumitomo Bank Capital Markets, Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 277,438,706 Covered Shares[1][2] held by Covered Persons[1]
REPORTING 136,233 Uncovered Shares[1][2] held by Covered Persons[1]
PERSON 21,975,421 shares[2] held by KAA[1]
WITH 21,425,052 shares held by SBCM[1]
9 SOLE DISPOSITIVE POWER
21,425,052
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,425,052[3]
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%[3]
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BK
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
[1] For a definition of this term, please see Item 2.
[2] Each of SBCM and Sumitomo Bank, Limited may be deemed to be members of a
"group" with KAA and the Covered Persons. Each of SBCM and Sumitomo Bank,
Limited disclaims beneficial ownership of shares of Common Stock held by
KAA and the Covered Persons.
[3] Excludes 277,574,939 and 21,975,421 shares of Common Stock held by the
Covered Persons and KAA, respectively, as to which each of SBCM and
Sumitomo disclaims beneficial ownership.
<PAGE>
CUSIP NO. 38141G 10 4 13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sumitomo Bank Limited
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 277,438,706 Covered Shares[1][2] held by Covered Persons[1]
REPORTING 136,233 Uncovered Shares[1][2] held by Covered Persons[1]
PERSON 21,975,421 shares[2] held by KAA[1]
WITH 21,425,052 shares held by SBCM[1]
9 SOLE DISPOSITIVE POWER
21,425,052
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,425,052[3]
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[x]
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%[3]
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
BK
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
[1] For a definition of this term, please see Item 2.
[2] Each of SBCM and Sumitomo Bank, Limited may be deemed to be members of a
"group" with KAA and the Covered Persons. Each of SBCM and Sumitomo Bank,
Limited disclaims beneficial ownership of shares of Common Stock held by
KAA and the Covered Persons.
[3] Excludes 277,574,939 and 21,975,421 shares of Common Stock held by the
Covered Persons and KAA, respectively, as to which each of SBCM and
Sumitomo disclaims beneficial ownership.
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of The Goldman Sachs Group, Inc., a Delaware corporation
(together with its subsidiaries and affiliates, "GS Inc."). The address of the
principal executive offices of GS Inc. is 85 Broad Street, New York, New York
10004.
Item 2. Identity and Background
(a), (b), (c), (f) This Schedule 13D is being filed by Sumitomo Bank
Capital Markets, Inc. ("SBCM"), a Delaware corporation and a wholly owned
subsidiary of Sumitomo Bank, Limited, a corporation organized under the laws
of Japan ("Sumitomo"). Sumitomo Bank Capital Markets, Inc. is a New York-based
subsidiary of The Sumitomo Bank, Limited. It is engaged in various forms of
commercial finance and is a participant in the market for interest rate and
other forms of derivatives. The Sumitomo Bank, Limited is a commercial bank
headquartered in Osaka and Tokyo, Japan. Directly or through subsidiaries and
other affiliates, it engages in a wide variety of wholesale and retail banking
activities in Japan, as well as in other parts of Asia, the Americas and
Europe. The address of SBCM's principal business and office is 277 Park
Avenue, New York, New York 10172. The address of Sumitomo's principal business
and office is 3-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-0005, Japan. The
name, citizenship, business address, present principal occupation or
employment and five-year employment history of each of the directors and
executive officers of SBCM and Sumitomo is set forth in Annex A to this
Schedule 13D.
This Schedule contains certain information relating to certain managing
directors of GS Inc. who beneficially own Common Stock subject to a
Shareholders' Agreement ("Covered Shares"), dated as of May 7, 1999, to which
the Covered Persons are party (as amended from time to time, the
"Shareholders' Agreement" and such management directors, the "Covered
Persons"), and (ii) Kamehameha Activities Association ("KAA"), who may be
deemed to be members of a "group" with SBCM. Each of SBCM and Sumitomo hereby
disclaims beneficial ownership of: (i) the Covered Shares; (ii) shares of
Common Stock which may be purchased from time to time by Covered Persons for
investment purposes which are not subject to the Shareholders' Agreement
("Uncovered Shares") or (iii) the shares of Common Stock subject to the Voting
Agreement between KAA and GS Inc. (the "KAA Shares"), referred to below (see
Item 6). All information contained in this Schedule relating to the Covered
Persons and KAA has been derived from the final prospectus, dated May 3, 1999,
made part of the Registration Statement on Form S-1 filed by GS Inc. (File No.
333-74449). Each of SBCM and Sumitomo understands that the Covered Persons and
KAA each propose to file a Schedule 13D with respect to the shares of Common
Stock and other equity securities of GS Inc. which they beneficially own; the
reader is referred to such filings and any amendments thereto for more recent
and complete information relating to the Covered Persons and KAA.
(d), (e) Except as described in Annex B, during the last five years, none
of SBCM or Sumitomo or, to the best knowledge of SBCM or Sumitomo, any of
their respective executive officers or directors, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has any of them been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or financial order
enjoining future violations of, or prohibiting activities subject to, Federal
or state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Common Stock has been acquired by SBCM and Sumitomo in exchange for
their interests in The Goldman Sachs Group L.P. ("Group L.P.") and certain of
its affiliates.
Item 4. Purpose of Transactions
SBCM acquired the Common Stock reported hereunder in connection with the
succession of GS Inc. to the business of Group L.P. and GS Inc.'s initial
public offering. Except as described in Item 6, none of SBCM or Sumitomo or
their respective executive officers or directors has any plans or proposals
which relate to or would result in their acquisition of additional Common
Stock or any of the other events described in Item 4(a) through 4(j).
Each of SBCM and Sumitomo and their respective executive officers and
directors is expected to evaluate on an ongoing basis GS Inc.'s financial
condition and prospects and their interests in and with respect to GS Inc.
Accordingly, each of SBCM and Sumitomo and their respective executive officers
and directors may change their plans and intentions at any time and from time
to time. In particular, each of SBCM and Sumitomo and their respective
executive officers and directors may at any time and from time to time acquire
or dispose of shares of Common Stock.
Item 5. Interest in Securities of the Issuer
(a) Rows (11) and (13) of the cover pages to this Schedule and Annex A are
hereby incorporated by reference. Each of SBCM and Sumitomo hereby disclaims
beneficial ownership of any shares of Common Stock held by any Covered Person
or of the KAA Shares.
*** (b) Rows (7) through (10) of the cover pages to this Schedule and Annex A
set forth the percentage range of Common Stock as to which there is sole power
to vote or direct the vote or to dispose or direct the disposition, and the
number of shares of Common Stock as to which there is shared power to vote or
direct the vote or to dispose or direct the disposition. The power to vote the
Common Stock subject to the Voting Agreement between SBCM, Sumitomo and GS
Inc. referred to below (see Item 6) (the "SBCM Shares") is shared with the
Covered Persons, as described below in response to Item 6. Each of SBCM and
Sumitomo hereby disclaims beneficial ownership of any shares of Common Stock
held by any Covered Person or of the KAA Shares.
(c) Except as described in Annex C, neither SBCM or Sumitomo has effected
any transactions in Common Stock during the past 60 days.
<PAGE>
(d), (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
SBCM VOTING AGREEMENT
SBCM and Sumitomo have entered into a voting agreement with GS Inc., dated
April 30, 1999 (the "SBCM Voting Agreement"), in which they have agreed to
vote their shares of Common Stock and all other voting securities of GS Inc.
in the same manner as a majority of the shares of Common Stock held by the
managing directors of GS Inc. are voted for so long as they hold voting
securities of GS Inc. It is expected that for so long as the Shareholders'
Agreement remains in effect, the SBCM Voting Agreement will result in the
shares of Common Stock owned by SBCM being voted in the same manner as the
Covered Shares. The Covered Persons and KAA are not parties to the SBCM Voting
Agreement, and the SBCM Voting Agreement is not enforceable by the Covered
Persons or KAA, will continue to exist independent of the existence of the
Shareholders' Agreement and the KAA Voting Agreement and may be amended,
waived or canceled by GS Inc. without any consent or approval of the Covered
Persons or KAA. The SBCM Voting Agreement is incorporated by reference as an
exhibit to this Schedule 13D and the foregoing summary is qualified in its
entirety by reference thereto.
Each of SBCM and Sumitomo hereby disclaims beneficial ownership of the
Covered Shares.
SHAREHOLDERS' AGREEMENT
GS, Inc. has disclosed that the Covered Persons are party to the
Shareholders' Agreement. The Covered Shares subject to the Shareholders'
Agreement are subject to certain voting restrictions and restrictions on
transfer of ownership by the Covered Persons, as more fully set forth in the
Shareholders' Agreement.
Each of SBCM and Sumitomo hereby disclaims beneficial ownership of the
Covered Shares.
KAA VOTING AGREEMENT
GS Inc. has disclosed that KAA has entered into a voting agreement with GS
Inc., dated April 30, 1999 (the "KAA Voting Agreement"), in which they have
agreed to vote their shares of Common Stock and all other voting securities of
GS Inc. in the same manner as a majority of the shares of Common Stock held by
the managing directors of GS Inc. are voted for so long as they hold voting
securities of GS Inc.
Each of SBCM and Sumitomo hereby disclaims beneficial ownership of the KAA
Shares.
Item 7. Material to be Filed as Exhibits
Exhibit Description
A. Voting Agreement, dated as of April 30, 1999, by and among The Goldman
Sachs Group, Inc., The Sumitomo Bank, Limited and Sumitomo Bank Capital
Markets, Inc. (incorporated by reference to Exhibit [ ] to the
registration statement on Form S-1 (File No. 333-74449) filed by The
Goldman Sachs Group, Inc.)
<PAGE>
ANNEX A
Information required as to Executive Officer and Directors of SBCM and
Sumitomo, respectively.
Directors and Executives of The Sumitomo Bank, Limited
Citizen-
Name ship Business Address Present Employment
Toshio Japan 3-2, Marunouchi 1- Chairman of The Board,
Morikawa chome, Chiyoda-ku, The Sumitomo Bank,
Tokyo 100-0005, Ltd.
Japan
Yoshifumi Japan 3-2, Marunouchi 1- President, The
Nishikawa chome, Chiyoda-ku, Sumitomo Bank, Ltd.
Tokyo 100-0005,
Japan
Kensuke Japan 3-2, Marunouchi 1- Deputy President, The
Hotta chome, Chiyoda-ku, Sumitomo Bank, Ltd.
Tokyo 100-0005,
Japan
Youhei Japan 3-2, Marunouchi 1- Senior Managing
Shiraga chome, Chiyoda-ku, Director, The Sumitomo
Tokyo 100-0005, Bank, Ltd.
Japan
Akio Asuke Japan 3-2, Marunouchi 1- Senior Managing
chome, Chiyoda-ku, Director, The Sumitomo
Tokyo 100-0005, Bank, Ltd.
Japan
Kensuke Japan 3-2, Marunouchi 1- Senior Managing
Uchida chome, Chiyoda-ku, Director, The Sumitomo
Tokyo 100-0005, Bank, Ltd.
Japan
Kunikatsu Japan 3-2, Marunouchi 1- Senior Managing
Yamamoto chome, Chiyoda-ku, Director, The Sumitomo
Tokyo 100-0005, Bank, Ltd.
Japan
Shunichi Japan 6-5, Kitahama 4- Senior Managing
Okuyama chome, Chuo-ku, Director, The Sumitomo
Osaka 541-0041, Bank, Ltd.
Japan
Tatsuo Japan 3-2, Marunouchi 1- Managing Director, The
Kubota chome, Chiyoda-ku, Sumitomo Bank, Ltd.
Tokyo 100-0005,
Japan
<PAGE>
Michiyoshi Japan 3-2, Marunouchi 1- Head of Tokyo
Kuriyama chome, Chiyoda-ku, Corporate and
Tokyo 100-0005, Institutional Banking
Japan Division, The Sumitomo
Bank, Ltd.
Managing Director, The
Sumitomo Bank, Ltd.
Takeharu Japan 6-5, Kitahama 4- Head of Corporate and
Nagata chome, Chuo-ku, Institutional Banking
Osaka 541-0041, Division, The Sumitomo
Japan Bank, Ltd.
Managing Director, The
Sumitomo Bank, Ltd.
Michihiro Japan 6-5, Kitahama 4- Managing Director, The
Matsuda chome, Chuo-ku, Sumitomo Bank, Ltd.
Osaka 541-0041,
Japan
Tadashi Japan 8-13, Sakae 2- Head of Tokai
Inoue chome, Naka-ku, Corporate Banking
Nagoya 460-0008, Division The Sumitomo
Japan Bank, Ltd.
Managing Director, The
Sumitomo Bank, Ltd.
Masayuki Japan 3-2, Marunouchi 1- General Manager,
Oku chome, Chiyoda-ku, Corporate Planning
Tokyo 100-0005, Department, The
Japan Sumitomo Bank, Ltd.
Managing Director, The
Sumitomo Bank, Ltd.
Takayuki Japan Temple Court, 11 Head of Europe
Tsukuda Queen Victoria Division, The Sumitomo
Street, London Bank, Ltd.
EC4N 4TA, U.K.
Managing Director, The
Sumitomo Bank, Ltd.
Masaaki Japan 2-5, Nakanoshima Director, The Sumitomo
Arai 2-chome, Kita-ku, Bank, Ltd.
Osaka 530-8220
Japan Honorable Chairman,
Sumitomo Life
Insurance Company
Masao Japan 5-33, Kitahama 4- Director, The Sumitomo
Kamei chome, Chuo-ku, Bank, Ltd.
Osaka 541-0041,
Japan Advisor, Sumitomo
Electric Industries, Ltd.
<PAGE>
Kenjiro Japan 7-9,Nihonbashi 2- Head of Tokyo
Noda chome,Chuo-ku, Corporate Banking
Tokyo 103-0027 Division -II, The
Japan Sumitomo Bank, Ltd.
Director, The
Sumitomo Bank, Ltd.
Tadashi Japan 604 Manjuya-machi, Head of Kyoto
Hirota Karasuma-sanjo- Corporate Banking
sagaru Division, The Sumitomo
Bank, Ltd.
Nakagyo-ku, Kyoto
604-8161 Japan Director, The Sumitomo
Bank, Ltd.
Mutsuhiko Japan 3-2, Marunouchi 1- General Manager,
Matsumoto chome, Chiyoda-ku, Planning Dept.,
Tokyo 100-0005 Corporate Banking
Japan Group, The Sumitomo
Bank, Ltd.
Director, The
Sumitomo Bank, Ltd.
Sounosuke Japan 5-7, Nihonbashi- Head of Tokyo
Kera Odenmacho, Chuo- Corporate Banking
ku, Tokyo 103-0011 Division-I, The
Japan Sumitomo Bank, Ltd.
Director, The Sumitomo
Bank, Ltd.
Ryuzo Japan 277 Park Ave., New Head of The Americas
Kodama York City, New Division, The Sumitomo
York, NY 10172 Bank, Ltd.,
USA
Director, Sumitomo
Bank Capital Markets,
Inc.
Director, The Sumitomo
Bank, Ltd.
Kazuhiko Japan 4-1, Amibacho, Head of Kyushu
Sugimoto Hakata-ku, Corporate Banking
Fukuoka-shi, Division, The Sumitomo
Fukuoka 812-0024 Bank, Ltd.
Japan
Director, The Sumitomo
Bank, Ltd.
Koji Ishida Japan 7-1, Nishishinjuku Head of Tokyo
1-chome, Shinjuku- Corporate Banking
ku, Tokyo 160-0023 Division -IV, The
Japan Sumitomo Bank, Ltd.
Director, The Sumitomo
Bank, Ltd.
<PAGE>
Koichi Japan 8-3, Shinbashi 1- Head of Tokyo
Tsukihara chome, Minato-ku, Corporate Banking
Tokyo 105-0004 Division -III, The
Japan Sumitomo Bank, Ltd.
Director, The
Sumitomo Bank, Ltd.
Masahide Japan 3-2, Marunouchi 1- General Manager,
Hirasawa chome, Chiyoda-ku, General Affairs Dept.,
Tokyo 100-0005, The Sumitomo Bank,
Japan Ltd.
Director, The Sumitomo
Bank, Ltd.
Hidenobu Japan 3-2, Marunouchi 1- General Manager,
Takagi chome, Chiyoda-ku, Specialized Finance
Tokyo 100-0005, Dept., Corporate
Japan Banking Group
Director, The Sumitomo
Bank, Ltd.
Keumaru Japan 10-19, Head of Osaka
Ogura Minamisenba 3- Corporate Banking
chome, Chuo-ku Division-I,
Osaka 542-0081,
Japan Director, The Sumitomo
Bank, Ltd.
Kiyoshi Japan 3-2, Marunouchi 1- General Manager,
Shibuya chome, Chiyoda-ku, Credit Dept.-III, The
Tokyo 100-0005, Sumitomo Bank, Ltd.
Japan
Director, The Sumitomo
Bank, Ltd.
Shinpei Japan 13-13, Umeda 1- Head of Osaka
Nihei chome Kita-ku Corporate Banking
Osaka 530-0001, Division-II, The
Japan Sumitomo Bank, Ltd.
Director, The Sumitomo
Bank, Ltd.
Yasuyuki Japan 3-2, Marunouchi 1- General Manager,
Kimoto chome, Chiyoda-ku, International Planning
Tokyo 100-0005, Dept., The Sumitomo
Japan Bank, Ltd.
Director, The Sumitomo
Bank, Ltd.
<PAGE>
Kenjiro Japan 3-2, Marunouchi 1- General Manager,
Nakano chome, Chiyoda-ku, Business Planning
Tokyo 100-0005, Dept., Capital Markets
Japan Group, The Sumitomo
Bank, Ltd.
Director, The Sumitomo
Bank, Ltd.
Hiroshi Japan 3-2, Marunouchi 1- General Manager,
Nishikawa chome, Chiyoda-ku, Private Banking
Tokyo 100-0005, Division., Consumer
Japan Banking Group, The
Sumitomo Bank, Ltd.
Director, The Sumitomo
Bank, Ltd.
<PAGE>
6
<TABLE>
Directors and Officers of Sumitomo Bank Capital Markets, Inc.
<CAPTION>
Business
Name Citizenship Address Present Employment
<S> <C> <C> <C>
Ryuzo Japan The Sumitomo Head of the Americas
Kodama Bank, Ltd., 277 Division, The Sumitomo
Park Ave., New Bank, Limited
York City, New
York, USA Director, The Sumitomo
Bank, Ltd.
Sumitomo Bank Capital
Markets, Inc.
Yuji Harada Japan The Sumitomo General Manager,
Bank, Ltd., 277 Planning Department,
Park Ave., New Americas Division, The
York City, New Sumitomo Bank, Limited
York, USA
Director, Sumitomo Bank
Capital Markets, Inc.
Natsuo Japan Sumitomo Bank President, Sumitomo Bank
Okada Securities Inc., Securities, Inc., President,
277 Park Ave., Sumitomo Bank Capital
New York City, Markets, Inc.
New York, USA
Director, Sumitomo Bank
Capital Markets, Inc.
Kenichi Japan Sumitomo Bank Managing Director,
Morooka Capital Markets, Sumitomo Bank Capital
Inc., 277 Park Markets, Inc.
Ave., New York
City, New York, Director, Sumitomo Bank
USA Capital Markets, Inc.
Naoyuki Japan The Sumitomo President Sumitomo Bank
Kawamoto Bank, Ltd., Capital Markets, Ltd.
Temple Court, 11
Queen Victoria Director, Sumitomo Bank
Street, London Capital Markets, Inc.
EC4N 4TA, U.K.
Joe Brennan USA Sumitomo Bank Managing Director,
Capital Markets, Sumitomo Bank Capital
Inc., 277 Park Markets, Inc.
Ave., New York
City, New York, Director, Sumitomo Bank
USA Capital Markets, Inc.
<PAGE>
Norah USA Sumitomo Bank Chairman, Sumitomo Bank
Hughes Securities, Inc., Securities, Inc.
77 Park Ave.,
New York City, Director, Sumitomo Bank
New York, USA Capital Markets, Inc.
Bill Ginn USA Sumitomo Bank President, Sumitomo Bank
Leasing and Leasing and Finance Inc.
Finance Inc., 277
Park Ave., New Director, Sumitomo Bank
York City, New Capital Markets, Inc.
York, USA
John Clark USA Sumitomo Bank Chief Financial Officer,
Capital Markets, Sumitomo Bank Capital
Inc., 277 Park Markets, Inc.
Ave., New York
City, New York,
USA
- ---------------- ---------------- ---------------------------------------------
</TABLE>
<PAGE>
ANNEX B
Information required as to proceedings described in Items 2(d) and 2(e)
None.
<PAGE>
ANNEX C
Item 5(c). Description of all transactions in the Common Stock effected
during the last 60 days by SBCM or Sumitomo.
None.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: May 17, 1999
SUMITOMO BANK CAPITAL MARKETS, INC.
By:/s/ Natsuo Okada
----------------------------
Name: Natsuo Okada
Title: President, Sumitomo Bank
Capital Markets, Inc.
SUMITOMO BANK, LIMITED
By:/s/ Ryuzo Kodama
----------------------------
Name: Ryuzo Kodama
Title: Director and Head of the
Americas Division
<PAGE>
EXHIBIT INDEX
Exhibit Description
A. Voting Agreement, dated as of April 30, 1999, by and among The Goldman
Sachs Group, Inc., The Sumitomo Bank, Limited and Sumitomo Bank Capital
Markets, Inc. (incorporated by reference to Exhibit [ ] to the
registration statement on Form S-1 (File No. 333-74449) filed by The
Goldman Sachs Group, Inc.).
