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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1999.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE GOLDMAN SACHS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 6211 13-4019460
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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85 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 902-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ROBERT J. KATZ
GREGORY K. PALM
GOLDMAN, SACHS & CO.
NEW YORK, NEW YORK 10004
(212) 902-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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RICARDO A. MESTRES, JR. ALAN L. BELLER
JOHN P. MEAD CHRISTOPHER E. AUSTIN
DAVID B. HARMS CHRISTOPHER J. WALTON
ROBERT W. REEDER III CLEARY, GOTTLIEB, STEEN & HAMILTON
125 BROAD STREET ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10006
(212) 558-4000 (212) 225-2000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration for the same offering. [X] 333-75213
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) PRICE(2) FEE
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% Notes due 2009................. $300,000,000 100% $300,000,000 $83,400
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(1) A portion of the notes to be registered represents notes that may be offered
outside the United States but that may be resold from time to time into the
United States. Those notes are not being registered for the purpose of sales
outside the United States. The registration statement also covers an
undeterminable amount of the notes that may be reoffered and resold on an
ongoing basis after the initial sale, in market-making transactions by
affiliates of the registrant.
(2) Estimated solely for purposes of determining the registration fee.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933 ("Rule 462(b)") and includes the registration
statement facing page, this page, the signature page, an exhibit index, an
opinion of counsel and certain consents. Pursuant to Rule 462(b), the contents
of the registration statement on Form S-1 (No. 333-75213) of The Goldman Sachs
Group, Inc. (the "Company"), including the exhibits thereto (the "Initial
Registration Statement"), are incorporated by reference into this registration
statement. This registration statement covers the registration of an additional
$300,000,000 aggregate principal amount of the Company's ___ % Notes due 2009
for sale in the offering referred to in the Initial Registration Statement.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, New York on the
12th day of May, 1999.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ GREGORY K. PALM
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Name: Gregory K. Palm
Title: General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 12th day of May, 1999.
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TITLE SIGNATURE
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Director, Chairman of the Board and Chief
Executive Officer (Principal Executive Officer) *
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Henry M. Paulson, Jr.
Director and Vice Chairman *
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Robert J. Hurst
Director, President and Co-Chief Operating
Officer *
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John A. Thain
Director, President and Co-Chief Operating
Officer *
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John L. Thornton
Director
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Sir John Browne
Director
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James A. Johnson
Director
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John L. Weinberg
Chief Financial Officer
(Principal Financial Officer) *
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David A. Viniar
Principal Accounting Officer *
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Sarah G. Smith
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*By: /s/ GREGORY K. PALM
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Name: Gregory K. Palm
Attorney-in-Fact
3
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Sullivan & Cromwell, counsel to The Goldman Sachs
Group, Inc., as to the validity of the Notes.
8.1 Opinion of Sullivan & Cromwell, counsel to The Goldman Sachs
Group, Inc., re tax matters.
15.1 Letter re Unaudited Interim Financial Information.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Counsel (included in Exhibits 5.1 and 8.1).
23.3 Consent of Securities Data Company.
24.1 Powers of Attorney.*
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* Incorporated herein by reference to the corresponding exhibit to the
registrant's registration statement on Form S-1 (No. 333-75213).
4
<PAGE> 1
EXHIBIT 5.1
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588
125 BROAD STREET, NEW YORK 10004-2498
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1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
1888 CENTURY PARK EAST, LOS ANGELES 90067-1725
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
OBERLINDAU 54-56, 60323 FRANKFURT AM MAIN
May 12, 1999
The Goldman Sachs Group, Inc.,
85 Broad Street,
New York, NY 10004.
Dear Sirs:
In connection with the registration pursuant to Rule 462(b) under the
Securities Act of 1933 (the "Act") of an additional $300,000,000 principal
amount of __% Notes due 2009 (the "Securities"), of The Goldman Sachs Group,
Inc., a Delaware corporation (the "Company"), we, as your counsel, have examined
such corporate records, certificates and other documents, and such questions of
law, as we have considered necessary or appropriate for the purposes of this
opinion.
Upon the basis of such examination, we advise you that, in our opinion,
when the Registration Statement has become effective under the Act, the
Indenture relating to the Securities has been duly authorized, executed and
delivered, the terms of the Securities and of their issuance and sale have been
duly established in conformity with the Indenture so as not to violate any
applicable law or result
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The Goldman Sachs Group, Inc. -2-
in a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company, and the
Securities have been duly executed and authenticated in accordance with the
Indenture and issued and sold as contemplated in the Registration Statement,
the Securities will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of
the State of Delaware, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible.
This opinion is in addition to our opinion that was filed as Exhibit 5.1
to the Company's registration statement on Form S-1 (File Number 333-75213)
(the "Initial Registration Statement"), which Initial Registration Statement is
incorporated by reference into the Registration Statement pursuant to Rule
462(b) under the Act.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of the Notes" in the Prospectus. In giving such consent, we do not thereby admit
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The Goldman Sachs Group, Inc. -3-
that we are in the category of persons whose consent is required under Section
7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
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EXHIBIT 8.1
Sullivan & Cromwell
New York Telephone: (212) 558-4000
Telex: 62694 (International) 127816
(Domestic)
Cable Address: Ladycourt, New York
Facsimile: (212) 558-3588
125 Broad Street, New York 10004-2498
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1701 Pennsylvania Ave, N.W. Washington, D.C. 20006-5805
1888 Century Park East, Los Angeles 90071-2901
8, Place Vendome, 75001 Paris
St. Olave's House, 9a Ironmonger Lane, London EC2V 8EY
101 Collins Street, Melbourne 3000
2-1, Marunouchi I-Chome, Chiyoda-Ku, Tokyo 100
Nine Queen's Road, Central, Hong Kong
Oberlindau 54-56, 60323 Frankfurt Am Main
May 12, 1999
The Goldman Sachs Group, Inc.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
As counsel to The Goldman Sachs Group, Inc. (the "Company") in connection
with the issuance of an additional $300,000,000 aggregate principal amount of
% Notes due 2009, we hereby confirm to you that the discussion set forth
under the heading "United States Taxation" in the Prospectus which is
incorporated by reference into the Registration Statement of the Company to
which this opinion is filed as an exhibit is our opinion, subject to the
limitations set forth therein.
This opinion is in addition to our opinion that was filed as Exhibit 8.1 to
the Company's registration statement on Form S-1 (File Number 333-75213) (the
"Initial Registration Statement"), which Initial Registration Statement
(including the prospectus contained therein) is incorporated by reference into
the Registration Statement pursuant to Rule 462(b) under the Securities Act of
1933 (the "Act").
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "United
States Taxation" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL
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Exhibit 15.1
May 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: The Goldman Sachs Group, Inc.
Registration Statement on Form S-1
Filed pursuant to Rule 462(b) under the Securities Act of 1933
Commissioners:
We are aware that our report dated April 9, 1999 on our review of the condensed
consolidated financial statements of The Goldman Sachs Group, L.P. and
Subsidiaries (the "Firm") as of February 26, 1999 and for the three months
ended February 26, 1999 and February 27, 1998 is included in this Registration
Statement on Form S-1 of The Goldman Sachs Group, Inc. filed pursuant to Rule
462(b) under the Securities Act of 1933, which incorporates by reference the
Registration Statement (Registration No. 333-75213) filed by The Goldman Sachs
Group, Inc. with the Securities and Exchange Commission. Pursuant to Rule
436(c) under the Securities Act of 1933, that report should not be considered a
part of this Registration Statement prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this Registration Statement on Form S-1 of The
Goldman Sachs Group, Inc. filed pursuant to Rule 462(b) of the Securities Act of
1933, which incorporates by reference the Registration Statement (Registration
No. 333-75213) filed by The Goldman Sachs Group, Inc. with the Securities and
Exchange Commission, of our reports dated January 22, 1999, on our audits of the
consolidated financial statements, selected historical consolidated income
statement and balance sheet data and the financial statement schedule of The
Goldman Sachs Group, L.P. and Subsidiaries. We also consent to the references to
our firm under the captions "Experts", "Summary Consolidated Financial Data",
and "Selected Consolidated Financial Data".
/s/ PricewaterhouseCoopers LLP
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New York, New York
May 12, 1999
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EXHIBIT 23.3
SECURITIES DATA COMPANY
We hereby consent to the use of the information we provided for use in this
attached Registration Statement (including the registration statement which is
incorporated therein pursuant to Rule 462(b) under the Securities Act of 1933)
relating to the offering of Debt Securities by The Goldman Sachs Group, Inc. and
to the references to our name in this Registration Statement, including under
the caption "Experts".
Securities Data Company,
A division of Thomson Information Services
/s/ Kenneth J. Seng
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Kenneth J. Seng
Director, Account Management
& Client Training
May 12, 1999
