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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE GOLDMAN SACHS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4019460
(State of incorporation or organization) (I.R.S. Employer Identification No.)
85 BROAD STREET, NEW YORK, NEW YORK 10004
(Address of Principal Executive Offices) (Zip Code)
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<S> <C>
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act
and is effective pursuant to General and is effective pursuant to General
Instruction A.(c), check the following Instruction A.(d), check the following
box.|X| box.|_|
</TABLE>
Securities Act file number to which this form form relates: 333-75321
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(If applicable)
Securities to be registered pursuant to Section 12(b)of the Act:
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<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
INDEX-LINKED NOTES DUE 2002 AMERICAN STOCK EXCHANGE, INC.
(LINKED TO THE NIKKEI 225)
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in (i) the section captioned "Description of Notes
We May Offer" in the registrant's registration statement on Form S-1 (No.
333-75321) and (ii) the section "Specific Terms of Your Note" in the Prospectus
Supplement No. 43, dated September 29, 1999 to the registrant's Prospectus,
dated May 18, 1999, are each incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Indenture, dated as of May 19, 1999, between The Goldman Sachs
Group, Inc. and The Bank of New York, as trustee, incorporated herein
by reference to Exhibit 6 to the registrant's registration statement on
Form 8-A (No. 001-14965).
2. Form of The Goldman Sachs Group, Inc.'s Index-Linked Notes due 2002
(Linked to the Nikkei 225).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: October 5, 1999 THE GOLDMAN SACHS GROUP, INC.
By:/s/ Gregory K. Palm
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Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel
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(Face of Security)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE GOLDMAN
SACHS GROUP, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
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CUSIP
NO. 38141GAC8
THE GOLDMAN SACHS GROUP, INC.
MEDIUM-TERM NOTES, SERIES B
Index-Linked Note due 2002
(Linked to the Nikkei 225)
The following terms apply to this Security. Capitalized terms that are
not defined the first time they are used in this Security shall have the
meanings indicated elsewhere in this Security.
FACE AMOUNT: $46,859,000
PRINCIPAL AMOUNT: on the Stated Maturity Date, the Company will pay the Holder
cash equal to the greater of (i) the Face Amount then Outstanding multiplied by
a fraction, the numerator of which is the Final Index Level and the denominator
of which is the Reference Index Level, and (ii) 90% of the Face Amount then
Outstanding, all as provided on the face of this Security.
INDEX: the Nikkei 225, as determined and published by Nihon Keizai Shimbun,
Inc., or any Successor Index, in each case as it may be modified, replaced or
adjusted from time to time as provided on the face of this Security.
CALCULATION AGENT: Goldman, Sachs & Co.
DEFEASANCE: neither full defeasance nor covenant defeasance applies to this
Security.
OTHER TERMS:
All terms used in this Security that are not defined in this Security
but are defined in the Indenture referred to on the reverse of this Security
shall have the meanings assigned to them in the Indenture. References in this
Security to numbered sections are to numbered sections on the face of this
Security, unless the context requires otherwise. Section headings on the face of
this Security
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are for convenience only and shall not affect the construction of
this Security.
"Authorized Denomination" means, with respect to this security, a Face
Amount of $10,000 or a multiple of $1,000 in excess of $10,000.
"Business Day" means any day that is not a Saturday, a Sunday or a day
on which either the Tokyo Stock Exchange or the Osaka Stock Exchange (or, if
different, the principal securities market in which the Index Stocks are then
quoted or traded), or on which banking institutions in The City of New York
generally, are authorized or obligated by law, regulation or executive order to
close, or on which the Index is not calculated and published by the Index
Sponsor because the Index Sponsor is not open for business.
"Default Amount" means, on any day, an amount, in U.S. dollars, equal
to the cost of having a Qualified Financial Institution expressly assume, as of
such day, the due and punctual payment of the principal of and any interest on
this Security, and the performance or observance of every covenant hereof and of
the Indenture on the part of the Company to be performed or observed with
respect to this Security (or to undertake other obligations providing
substantially equivalent economic value to the Holder of this Security as the
Company's obligations hereunder). Such cost will equal (i) the lowest amount
that a Qualified Financial Institution (selected as provided below) would charge
to effect such assumption (or undertaking) plus (ii) the reasonable expenses
(including reasonable attorneys' fees) incurred by the Holder of this Security
in preparing any documentation necessary for such assumption (or undertaking).
During the Default Quotation Period, each of the Holder of this Security and the
Company may request a Qualified Financial Institution to provide a quotation of
the amount it would charge to effect such assumption (or undertaking) and notify
the other in writing of such quotation. The amount referred to in clause (i) of
this paragraph will equal the lowest (or, if there is only one, the only)
quotation so obtained, and as to which notice is so given, during the Default
Quotation Period; provided
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that, with respect to any quotation, the party not obtaining such quotation may
object, on reasonable and significant grounds, to the effectuation of such
assumption (or undertaking) by the Qualified Financial Institution providing
such quotation and notify the other party in writing of such grounds within two
Business Days after the last day of the Default Quotation Period, in which case
such quotation will be disregarded in determining the Default Amount. The
"Default Quotation Period" will be the period beginning on the day the Default
Amount first becomes due and payable and ending on the third Business Day after
such due day, unless no such quotation is so obtained, or unless every such
quotation so obtained is objected to within five Business Days after such due
day as provided above, in which case the Default Quotation Period will continue
until the third Business Day after the first Business Day on which prompt notice
is given of such a quotation as provided above, unless such quotation is
objected to as provided above within five Business Days after such first
Business Day, in which case the Default Quotation Period will continue as
provided in this sentence. Notwithstanding the foregoing, if the Default
Quotation Period (and the subsequent two Business Day objection period) has not
ended prior to the Determination Date, then the Default Amount will equal the
Principal Amount.
"Determination Date" means the fifth Business Day prior to October 6,
2002; provided, however, that if a Market Disruption Event occurs or is
continuing on that fifth prior Business Day, the Determination Date will be the
next succeeding Business Day on which a Market Disruption Event does not occur
and is not continuing; provided, further, that in no event will the
Determination Date be later than October 6, 2002 or, if October 6, 2002 is not a
Business Day, later than the first Business Day after October 6, 2002.
"Final Index Level" means the closing level of the Index on the
Determination Date, subject to adjustment as provided in Section 3 on the face
of this Security.
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"Index Sponsor" means, at any time, the Person or entity, including any
successor sponsor, that determines and publishes the Index as then in effect.
"Index Stocks" means, at any time, the stocks that comprise the Index
as then in effect, after giving effect to any additions, deletions or
substitutions.
"Market Disruption Event" means, with respect to the Index, (i) a
suspension, absence or material limitation of trading in Index Stocks
constituting 20% or more, by weight, of the Index on their primary market for
more than two hours of trading or during the one-half hour period preceding the
close of trading in such market, (ii) a suspension, absence or material
limitation of trading in option or futures contracts related to the Index or to
Index Stocks constituting 20% or more, by weight, of the Index, if available, in
the primary market for such contracts for more than two hours of trading or
during the one-half hour period preceding the close of trading in such market or
(iii) Index Stocks constituting 20% or more, by weight, of the Index, or option
or futures contracts related to the Index or to Index Stocks constituting 20% or
more, by weight, of the Index, if available, do not trade on what was the
primary market for those Index Stocks or contracts, in each case (i), (ii) and
(iii) as determined by the Calculation Agent; provided, however, that no such
event described in clause (i), (ii) or (iii) will be a Market Disruption Event
unless the Calculation Agent also determines that such event materially
interferes with the ability of the Company or any of its affiliates to unwind
all or a material portion of any hedge that any of them effects with respect to
this Security. For purposes of determining whether a Market Disruption Event has
occurred, (a) a limitation on the hours or numbers of days of trading in the
relevant market will not constitute a Market Disruption Event if it results from
an announced change in the regular business hours of such market, (b) a decision
to permanently discontinue trading in the relevant option or futures contracts
will not constitute a Market Disruption Event, (c) a suspension or limitation of
trading in an Index Stock or in option or futures contracts related to the Index
or an Index Stock, if available, in the primary
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market for such stock or such contracts, by reason of (1) a price change
exceeding limits set by such market, (2) an imbalance of orders relating to such
stock or such contracts or (3) a disparity in bid and ask quotes relating to
such stock or such contracts, will, in each case (1), (2) and (3), constitute a
suspension or material limitation of trading in such stock or such contracts
related to the Index or an Index Stock and (d) an "absence of trading" in the
primary market on which an Index Stock, or on which option or futures contracts
related to the Index or to an Index Stock, are traded will not include any time
when such market is itself closed for trading under ordinary circumstances.
"Original Issue Date" means October 6, 1999.
"Qualified Financial Institution" means, at any time, a financial
institution organized under the laws of any jurisdiction in the United States of
America, Europe or Japan that at such time has outstanding debt obligations with
a stated maturity of one year or less from the date of issue and rated A-1 or
higher by Standard & Poor's Ratings Group (or any successor) or P-1 or higher by
Moody's Investors Service, Inc. (or any successor) or, in either case, such
other comparable rating, if any, then used by such rating agency.
"Reference Index Level" means 17,282.28.
"Stated Maturity Date" means October 6, 2002 or, if such day is not a
Business Day, the next succeeding Business Day; provided, however, that if the
fifth Business Day preceding October 6, 2002 is not the Determination Date, the
Stated Maturity Date will be the fifth Business Day succeeding the Determination
Date; provided, further, that in no event will the Stated Maturity Date be later
than the fifth Business Day after October 6, 2002 or, if October 6, 2002 is not
a Business Day, later than the sixth Business Day after October 6, 2002.
"Successor Index" means any substitute index approved by the
Calculation Agent as a Successor Index pursuant to section 3.
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"Trade Date" means September 29, 1999.
1. Promise to Pay Principal
The Goldman Sachs Group, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., as nominee for The Depository Trust Company, or registered assigns, as
principal, the Principal Amount on the Stated Maturity Date, subject to the
other provisions of this Security. The Company also promises to pay interest on
any overdue principal, at the rate of [___%] per annum (to the extent that
payment of such interest shall be legally enforceable), from the date such
principal is due until it is paid or made available for payment, and any such
interest shall be payable to the Holder on demand. Except as provided in the
prior sentence, this Security shall not bear interest.
2. Principal Amount
The principal of this Security that becomes due and payable on the
Stated Maturity Date shall be the Principal Amount. The principal of this
Security that becomes due and payable upon acceleration of the Maturity hereof
after an Event of Default has occurred pursuant to the Indenture shall be the
Default Amount. When the amount referred to above in this section 2 has been
paid as provided herein (or such amount has been made available for payment),
the principal of this Security shall be deemed to have been paid in full,
whether or not this Security shall have been surrendered for payment or
cancellation. References to the payment of the principal of this Security on any
day shall be deemed to mean the payment of cash that is payable on such day as
provided in this Security. Notwithstanding the foregoing, solely for the purpose
of determining whether
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any consent, waiver, notice or other action to be given or taken by Holders of
Securities pursuant to the Indenture has been given or taken by Holders of
Outstanding Securities in the requisite aggregate principal amount, the
principal amount of this Security on any day will be deemed to equal the Face
Amount then Outstanding. This Security shall cease to be Outstanding as provided
in the definition of such term in the Indenture or when the principal of this
Security shall be deemed to have been paid in full as provided above and any
interest payable on this Security has been paid (or, in the case of any such
interest, when such interest has been made available for payment).
3. Discontinuance or Modification of the Index.
If the Index Sponsor discontinues publication of the Index and the
Index Sponsor or any other Person or entity publishes a substitute index that
the Calculation Agent determines is comparable to the Index and approves as a
Successor Index, then the Calculation Agent will determine the amount payable on
the Stated Maturity Date by reference to the Successor Index.
If the Calculation Agent determines that the publication of the Index
is discontinued and there is no Successor Index, or that the level of the Index
is not available on the Determination Date because of a Market Disruption Event
or for any other reason, the Calculation Agent will determine the amount payable
on the Stated Maturity Date by reference to a group of stocks and a computation
methodology that the Calculation Agent determines will as closely as reasonably
possible replicate the Index.
If the Calculation Agent determines that the Index, the stocks
comprising the Index or the method of calculating the Index is changed at any
time in any respect -- including any addition, deletion or substitution and any
reweighting or rebalancing of Index Stocks and whether the change is made by the
Index Sponsor under its existing policies or following a modification of those
policies, is due to the publication of a Successor Index, is due to
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events affecting one or more of the Index Stocks or their issuers or is due to
any other reason -- then the Calculation Agent will make such adjustments in the
Index or the method of its calculation as it believes are appropriate to ensure
that the Final Index Level used to determine the amount payable on the Stated
Maturity Date is equitable.
All determinations and adjustments to be made by the Calculation Agent
with respect to the Index may be made by the Calculation Agent in its sole
discretion.
4. Role of Calculation Agent.
The Calculation Agent will be solely responsible for all determinations
and calculations regarding the Index; whether a Market Disruption Event has
occurred and whether, and if so the day to which, the Determination Date or
Stated Maturity Date is to be postponed; Business Days; the Final Index Level;
the Default Amount; the amount payable in respect of this Security on the Stated
Maturity Date; and all such other matters as may be specified elsewhere herein
as matters to be determined by the Calculation Agent. The Calculation Agent
shall make all such determinations and calculations in its sole discretion, and
absent manifest error all determinations and calculations made by the
Calculation Agent shall be final and binding on the Company, the Holder and all
other Persons having an interest in this Security, without liability on the part
of the Calculation Agent.
The Company shall take such action as shall be necessary to ensure that
there is at all relevant times a financial institution serving as the
Calculation Agent hereunder. The Company may, in its sole discretion at any time
and from time to time, upon written notice to the Trustee, but without notice to
the Holder of this Security, terminate the appointment of any Person serving as
the Calculation Agent and appoint another Person (including any Affiliate of the
Company) to serve as such agent. Insofar as this Security provides for the
Calculation Agent to obtain closing levels or other information from any
institution or other source, the Calculation Agent may do so
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from any source or sources of the kind contemplated or otherwise permitted
hereby notwithstanding that any one or more of such sources are such agent,
Affiliates of such agent or Affiliates of the Company.
5. Payment.
Payment on this Security will be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts. Payment on this Security will be made to an account
designated by the Holder (in writing to the Company and the Trustee on or before
the Determination Date) and acceptable to the Company or, if no such account is
designated and acceptable as aforesaid, at the office or agency of the Company
maintained for that purpose in The City of New York, provided, however, that, at
the option of the Company, payment of any interest may be made by check mailed
to the address of the Holder as such address shall appear in the Security
Register; and provided, further, that payment at Maturity shall be made only
upon surrender of this Security at such office or agency (unless the Company
waives surrender). Notwithstanding the foregoing, if this Security is a Global
Security, any payment may be made pursuant to the Applicable Procedures of the
Depositary as permitted in said Indenture.
6. Holidays.
Notwithstanding any provision of this Security or of the Indenture, if
any payment of principal or interest would otherwise be due on this Security on
a day (the "Specified Day") that is not a Business Day, such delivery or payment
may be made (or such principal or interest may be made available for payment) on
the next succeeding Business Day with the same force and effect as if such
payment were made on the Specified Day. The provisions of this section shall
apply to this Security in lieu of the provisions of Section 113 of the
Indenture.
7. Reverse of this Security.
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Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
8. Certificate of Authentication.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated:
THE GOLDMAN SACHS GROUP, INC.
By____________________________
Name:
Title:
This is one of the Securities of the series designated herein
and referred to in the Indenture.
THE BANK OF NEW YORK,
as Trustee
By____________________________
Authorized Officer
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(Reverse of Security)
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture, dated as of May 19, 1999 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. Insofar as
the provisions of the Indenture may conflict with the provisions set forth on
the face of this Security, the latter shall control for purposes of this
Security.
This Security is one of the series designated on the face hereof,
limited to an aggregate initial offering price not to exceed $15,000,000,000 (or
the equivalent thereof in any other currency or currencies or currency units),
which amount may be increased at the option of the Company if in the future it
determines that it may wish to sell additional Securities of this series.
References herein to "this series" mean the series designated on the face
hereof.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected (considered together as one
class for this purpose). The Indenture also contains provisions (i) permitting
the Holders of a majority in principal amount of the Securities at the time
Outstanding of all series to be affected under the Indenture (considered
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together as one class for this purpose), on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and (ii) permitting the Holders of a majority in
principal amount of the Securities at the time Outstanding of any series to be
affected under the Indenture (with each such series considered separately for
this purpose), on behalf of the Holders of all Securities of such series, to
waive certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity reasonably satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in
principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute
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and unconditional, to pay the principal of and any interest on this Security as
herein provided.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of this
Security is payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing.
Thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate Face Amount, will be issued
to the designated transferee or transferees.
This Security, and any other Securities of this series and of like
tenor, are issuable only in registered form without coupons in Authorized
Denominations. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different Authorized Denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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