SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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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.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
38141G 10 4
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(CUSIP Number)
Wallace G. K. Chin
Kamehameha Activities Association
567 South King Street
Honolulu, Hawaii 96813
Telephone: (808) 523-6299
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
May 7, 1999
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(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
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1. NAMES OF REPORTING PERSONS
Kamehameha Activities Association
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting of KAA[1] and the Estate of (a) [x]
Bernice Pauahi Bishop
As to a group consisting of the Covered Persons[1]
and SBCM[1] (b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
NUMBER OF 7. SOLE VOTING POWER (See Item 6)
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER (See Item 6)
EACH 277,438,706 Covered Shares[1][2] held by
REPORTING Covered Persons[1]
PERSON 136,233 Uncovered Shares[1][2] held by
WITH Covered Persons[1]
21,975,421 shares held by KAA[1]
21,425,052 shares[2] held by SBCM[1]
9. SOLE DISPOSITIVE POWER (See Item 6)
21,975,421
10. SHARED DISPOSITIVE POWER (See Item 6)
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,975,421[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) 5.0%[3]
14. TYPE OF REPORTING PERSON
OO
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[1] For a definition of this term, please see Item 2.
[2] Each of KAA and the Estate of Bernice Pauahi Bishop may be deemed to
be members of a "group" with SBCM and the Covered Persons. Each of
KAA and the Estate of Bernice Pauahi Bishop disclaims beneficial
ownership of shares of Common Stock held by SBCM and the Covered
Persons.
[3] Excludes 277,574,939 and 21,425,052 shares of Common Stock held by
the Covered Persons and SBCM, respectively, as to which each of KAA
and the Estate of Bernice Pauahi Bishop disclaims beneficial
ownership.
<PAGE>
CUSIP NO. 38141G 10 4 13D
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1. NAMES OF REPORTING PERSONS
Estate of Bernice Pauahi Bishop
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting of KAA[1] and the Estate of (a) [x]
Bernice Pauahi Bishop
As to a group consisting of the Covered Persons[1]
and SBCM[1] (b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
NUMBER OF 7. SOLE VOTING POWER (See Item 6)
SHARES 0
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER (See Item 6)
EACH 277,438,706 Covered Shares[1][2] held by
REPORTING Covered Persons[1]
PERSON 136,233 Uncovered Shares[1][2] held by
WITH Covered Persons[1]
21,975,421 shares held by KAA[1]
21,425,052 shares[2] held by SBCM[1]
9. SOLE DISPOSITIVE POWER (See Item 6) 21,975,421
10. SHARED DISPOSITIVE POWER (See Item 6) 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,975,421[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) 5.0%[3]
14. TYPE OF REPORTING PERSON
OO
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[1] For a definition of this term, please see Item 2.
[2] Each of KAA and the Estate of Bernice Pauahi Bishop may be deemed to
be members of a "group" with SBCM and the Covered Persons. Each of
KAA and the Estate of Bernice Pauahi Bishop disclaims beneficial
ownership of shares of Common Stock held by SBCM and the Covered
Persons.
[3] Excludes 277,574,939 and 21,425,052 shares of Common Stock held by
the Covered Persons and SBCM, respectively, as to which each of KAA
and the Estate of Bernice Pauahi Bishop 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 Kamehameha
Activities Association, a Hawaii not-for-profit corporation ("KAA"), which
is wholly owned by the Estate of Bernice Pauahi Bishop, a private
educational charitable trust organized under the laws of the State of
Hawaii (the "Bishop Estate"). KAA is organized exclusively for the benefit
of, and to carry out the purposes of, the Bishop Estate. The Bishop Estate
is a private educational charitable trust organized under the laws of the
State of Hawaii for the purposes of operating primary and secondary
educational institutions for the children of native Hawaiians. The address
of KAA's and the Bishop Estate's principal business and office is 567 South
King Street, Honolulu, Hawaii 96813. The name, citizenship, business
address and present principal occupation or employment of each of the
directors and executive officers of KAA and the Bishop Estate is set forth
in Annex A to this Schedule 13D.
This Schedule contains certain information relating to (i)
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 those managing directors of GS Inc. are party (the
"Shareholders' Agreement" and such managing directors, the "Covered
Persons") and (ii) Sumitomo Bank Capital Markets, Inc. ("SBCM"), who may be
deemed to be members of a "group" with KAA or the Bishop Estate. Each of
KAA and the Bishop Estate 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") (iii) the
shares of Common Stock subject to the Voting Agreement between SBCM and GS
Inc. (the "SBCM Shares"), referred to below (see Item 6). All information
contained in this Schedule relating to the Covered Persons and SBCM 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 KAA and the Bishop Estate understands that the Covered Persons and
SBCM 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
SBCM.
(d), (e) Except as described in Annex B, during the last five
years, none of KAA or the Bishop Estate or, to the best knowledge of KAA or
the Bishop Estate, 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 KAA and the Bishop Estate
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
KAA and the Bishop Estate 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 KAA or the Bishop Estate 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 KAA and the Bishop Estate 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 KAA and the Bishop Estate 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 KAA and the Bishop Estate
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 KAA and the Bishop
Estate hereby disclaims beneficial ownership of any shares of Common Stock
held by any Covered Person or of the SBCM 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 KAA, the Bishop Estate and GS Inc. referred to below (see
Item 6) (the "KAA Shares") is shared with the Covered Persons, as described
below in response to Item 6. Each of KAA and the Bishop Estate hereby
disclaims beneficial ownership of any shares of Common Stock held by any
Covered Person or of the SBCM Shares.
<PAGE>
(c) Except as described in Annex C, neither KAA or the Bishop
Estate, or to the best knowledge of KAA or the Bishop Estate, any of their
respective executive officers or directors, has effected any transactions
in Common Stock during the past 60 days.
(d), (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
KAA VOTING AGREEMENT
KAA and the Trustees of the Bishop Estate have 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. It is expected
that for so long as the Shareholders' Agreement remains in effect, the KAA
Voting Agreement will result in the shares of Common Stock owned by KAA
being voted in the same manner as the Covered Shares. The Covered Persons
and SBCM are not parties to the KAA Voting Agreement, and the KAA Voting
Agreement is not enforceable by the Covered Persons or SBCM, will continue
to exist independent of the existence of the Shareholders' Agreement and
the SBCM Voting Agreement and may be amended, waived or canceled by GS Inc.
without any consent or approval of the Covered Persons or SBCM. The KAA
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 KAA and the Bishop Estate 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 KAA and the Bishop Estate hereby disclaims beneficial
ownership of the Covered Shares.
SBCM VOTING AGREEMENT
GS Inc. has disclosed that SBCM has 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.
Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of the SBCM 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 Trustees of the Estate of Bernice
Pauahi Bishop and Kamehameha Activities Association (incorporated
by reference to Exhibit 10.38 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 KAA and the
Bishop Estate, respectively.
<TABLE>
<CAPTION>
Aggregate
Number and
Percentage of
Name Citizenship Residence or Business Present principal occupation and name Common Stock
Address of business where such occupation is Beneficially
conducted Owned
<S> <C> <C> <C> <C>
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Francis Ahloy Keala USA 567 South King Street Director of Security, Health and Safety None.
Honolulu, Hawaii 96813 for GTE Hawaiian Tel and Trustee of
the Estate of Bernice Pauahi Bishop
Constance Hee Lau USA 567 South King Street Treasurer, Hawaiian Electric Industries, None.
Honolulu, Hawaii 96813 Inc., Financial Vice President and
Treasurer, HEI Power Corp., and
Trustee of the Estate of Bernice Pauahi
Bishop
Ronald Dale Libkuman USA 567 South King Street Attorney at Law and Trustee of the None.
Honolulu, Hawaii 96813 Estate of Bernice Pauahi Bishop
David Paul Coon USA 567 South King Street Trustee of the Estate of Bernice Pauahi None.
Honolulu, Hawaii 96813 Bishop
Robert Kalani Uichi USA 567 South King Street President, USS Missouri Memorial None.
Kihune Honolulu, Hawaii 96813 Association, Inc., and Trustee of the
Estate of Bernice Pauahi Bishop
Judy L. Scoville-Layfield USA P.O. Box 3466 Treasurer, Kamehameha Schools None.
Honolulu, HI 96801 Bishop Estate
Wallace G. K. Chin USA 567 South King Street Controller, Kamehameha Schools None.
Honolulu, Hawaii 96813 Bishop Estate, President, Kamehameha
Activites Association
</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 KAA or the Bishop
Estate, or to the best knowledge of KAA or the Bishop
Estate, their respective executive officers and directors.
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
KAMEHAMEHA ACTIVITIES ASSOCIATION
By: /s/ Wallace G. K. Chin
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Name: Wallace G. K. Chin
Title: President
ESTATE OF BERNICE PAUAHI BISHOP
By: /s/ Nathan T. K. Aipa
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Name: Nathan T. K. Aipa
Title: Acting Chief Operating
Officer
<PAGE>
EXHIBIT INDEX
Exhibit Description
A. Voting Agreement, dated as of April 30, 1999, by and among The
Goldman Sachs Group, Inc., The Trustees of the Estate of Bernice
Pauahi Bishop and Kamehameha Activities Association (incorporated
by reference to Exhibit 10.38 to the registration statement on
Form S-1 (File No. 333-74449) filed by The Goldman Sachs Group,
Inc.).
