<PAGE> 1
As filed with the Securities and Exchange Commission on June 16, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
The Goldman Sachs Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 13-4019460
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
85 Broad Street
New York, New York 10004
(212) 902-1000
(Address of Principal Executive Offices)
------------------------------------
The Goldman Sachs 1999 Stock Incentive Plan
The Goldman Sachs Defined Contribution Plan
(Full Title of the Plans)
------------------------------------
Gregory K. Palm
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1)(2) Per Share(3) Offering Price(3) Fee
- ------------------------------------ --------------- -------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 312,555,866 shares $62.25 $19,456,602,659 $5,408,936
Rights(4)
</TABLE>
(1) This Registration Statement also registers resales of shares of common
stock that constitute "restricted securities" under Rule 144(a)(3) of the
Securities Act of 1933, as amended, or that are held by "affiliates" of
the Registrant.
(2) This Registration Statement also relates to an indeterminate number of
additional shares of common stock that may be issued pursuant to
anti-dilution and adjustment provisions of the above-named plans.
(3) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Such estimate is based upon the average of the high and low sales prices
of the common stock of The Goldman Sachs Group, Inc. on June 14, 1999, as
reported on the New York Stock Exchange Composite Tape.
(4) Each share of common stock includes one Shareholder Protection Right
issued pursuant to a Rights Agreement, dated April 5, 1999.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.
<PAGE> 3
75,874,681 SHARES
THE GOLDMAN SACHS GROUP, INC.
COMMON STOCK
-------------------------------------
In connection with its initial public offering, The Goldman Sachs
Group, Inc. awarded restricted stock units and interests in The Goldman Sachs
Defined Contribution Plan to certain of its employees. This prospectus relates
to up to 75,874,681 shares of common stock of The Goldman Sachs Group, Inc., of
which up to 33,292,869 shares may be delivered pursuant to the terms of
restricted stock units awarded to employees on a discretionary basis, up to
30,025,946 shares may be delivered pursuant to the terms of restricted stock
units awarded to employees on a formula basis and up to 12,555,866 shares may be
delivered pursuant to the terms of The Goldman Sachs Defined Contribution Plan.
The shares of common stock may be sold from time to time in one or more
transactions on the New York Stock Exchange, at market prices and on terms
prevailing at the time of the sale. See "Plan of Distribution". The shares of
common stock are listed on the New York Stock Exchange under the symbol "GS".
The Goldman Sachs Group, Inc. will not receive any of the proceeds from
the sale of shares of common stock by the persons who use this prospectus to
effect resales of their shares, but will pay all costs, expenses and fees in
connection with the registration of the shares of common stock, which are
estimated to be approximately $1,400,000.
See "Risk Factors" beginning on page 11 of the prospectus, dated May 3,
1999, of The Goldman Sachs Group, Inc., which prospectus is treated as a part of
this prospectus, to read about factors you should consider before buying shares
of common stock.
-------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR
TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY
UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO SELL
OR TO BUY ONLY THE SHARES OFFERED BY THIS PROSPECTUS, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF THE DATE BELOW.
-------------------------------------
Prospectus dated June 16, 1999.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
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Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Documents by Reference.................................... 2
Selling Shareholders....................................................... 3
Plan of Distribution....................................................... 3
Validity of Common Stock................................................... 4
Experts ................................................................... 4
</TABLE>
AVAILABLE INFORMATION
The Goldman Sachs Group, Inc. is required to file annual, quarterly and
current reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any documents filed by us at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. Our filings with the SEC are also available to the public
through the SEC's Internet site at http://www.sec.gov and through the New York
Stock Exchange at 20 Broad Street, New York, New York 10005, on which our common
stock is listed.
Our principal executive offices are located at 85 Broad Street, New
York, New York 10004, and our telephone number is (212) 902-1000.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC's rules allow us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document. Any information referred to in this way is
considered part of this prospectus from the date of filing such documents. Any
reports filed with the SEC after the date of this prospectus and before the date
that the offering of the shares of common stock offered through this prospectus
is terminated will automatically update and supersede any information contained
in this prospectus or incorporated by reference in this prospectus.
The Goldman Sachs Group, Inc. incorporates by reference into this
prospectus the following documents or information filed with the SEC:
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<PAGE> 5
(1) Prospectus, dated May 3, 1999, of The Goldman Sachs Group,
Inc., filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933;
(2) The description of common stock contained in the Registration
Statement on Form 8-A, dated April 27, 1999 (File No. 001-14965), of The
Goldman Sachs Group, Inc., filed with the Securities and Exchange
Commission pursuant to Section 12(b) of the Securities Exchange Act of
1934; and
(3) All documents filed by The Goldman Sachs Group, Inc. pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this prospectus and prior to the termination of
this offering.
We will provide without charge to each person to whom this prospectus is
delivered, upon his or her written or oral request, a copy of any or all
documents (excluding exhibits unless they are specifically incorporated by
reference into such documents) referred to above which have been or may be
incorporated by reference into this prospectus. You can request such documents
from our Director of Investor Relations, 10 Hanover Square, New York, New York
10004, telephone (212) 902-1000.
SELLING SHAREHOLDERS
Persons who acquire shares of common stock pursuant to restricted stock
units and The Goldman Sachs Defined Contribution Plan may use this prospectus to
effect resales of such shares. Shares of common stock received pursuant to these
restricted stock units and The Goldman Sachs Defined Contribution Plan may be
deemed to be "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act of 1933. Also, certain of the selling shareholders may be
deemed to be "affiliates" of The Goldman Sachs Group, Inc. for purposes of
Section 2(a)(11) of the Securities Act of 1933.
Selling shareholders who hold more than 1,000 shares of common stock
that may be resold pursuant to this prospectus will be listed in a supplement to
this prospectus. No selling shareholder may, in any three month period, sell
more than the number of shares of common stock permitted by Rule 144(e) under
the Securities Act of 1933.
PLAN OF DISTRIBUTION
Shares of common stock acquired pursuant to restricted stock units or
The Goldman Sachs Defined Contribution Plan may be sold from time to time by the
selling shareholders, or by their pledgees, donees, transferees or other
successors in interest. Such sales will be made in ordinary brokerage
transactions on the New York Stock Exchange, at prices and on terms then
prevailing.
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<PAGE> 6
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling shareholders in amounts
to be negotiated in connection with the sales. Such broker-dealers and any other
participating broker-dealers may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions under the Securities Act of 1933. In addition, any shares of common
stock covered by this prospectus that qualify for sale pursuant to Rule 144
under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant
to this prospectus.
Commissions and discounts, if any, attributable to the sales of the
shares will be paid by the shareholders who sell the shares.
VALIDITY OF COMMON STOCK
The validity of the common stock will be passed upon for The Goldman
Sachs Group, Inc. by Sullivan & Cromwell, New York, New York.
EXPERTS
The financial statements of Goldman Sachs as of November 28, 1997 and
November 27, 1998 and for each of the three years in the period ended November
27, 1998, incorporated in this prospectus by reference to the prospectus, dated
May 3, 1999 (the "Incorporated Prospectus"), of The Goldman Sachs Group, Inc.
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The historical consolidated income statement data and balance sheet data
set forth in "Selected Consolidated Financial Data" for each of the five years
in the period ended November 27, 1998 included in the Incorporated Prospectus
have been incorporated by reference into this prospectus in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The Pro Forma Consolidated Income Statement Information for the year
ended November 27, 1998 included in the Incorporated Prospectus has been
incorporated by reference into this prospectus in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, on their examination of the
Pro Forma Adjustments as described in Note 2 to the Pro Forma Consolidated
Financial Information included in the Incorporated Prospectus, and the
application of those adjustments to the historical amounts in the Pro Forma
Consolidated Income Statement Information for the year ended November 27, 1998,
given on the authority of said firm as experts in performing examinations of pro
forma financial information in accordance with standards established by the
American Institute of Certified Public Accountants.
4
<PAGE> 7
The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations", except for (i) the
information presented under the headings "VaR" or "VaR Methodology, Assumptions
and Limitations" and (ii) the information for the three months ended February
26, 1999 and February 27, 1998, taken as a whole, of Goldman Sachs for the
three-year period ended November 27, 1998 included in the Incorporated
Prospectus has been incorporated by reference into this prospectus in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in performing examinations of management's
discussion and analysis of financial condition and results of operations in
accordance with standards established by the American Institute of Certified
Public Accountants.
With respect to the unaudited condensed consolidated financial
statements of Goldman Sachs as of and for the three months ended February 26,
1999 and for the three months ended February 27, 1998, and the unaudited
consolidated pro forma balance sheet information as of February 26, 1999 and the
related unaudited consolidated pro forma income statement information for the
three months then ended, included in the Incorporated Prospectus and
incorporated by reference into this prospectus, PricewaterhouseCoopers LLP
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
reports, dated April 9, 1999, with respect to the unaudited condensed
consolidated financial statements of Goldman Sachs as of and for the three
months ended February 26, 1999 and for the three months ended February 27, 1998
and May 3, 1999 with respect to the unaudited consolidated pro forma balance
sheet information as of February 26, 1999 and the related unaudited pro forma
consolidated income statement information for the three months then ended,
appearing in the Incorporated Prospectus and incorporated by reference into this
prospectus, state that they did not audit and they do not express an opinion on
the unaudited historical financial information or the unaudited pro forma
financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the
review procedures applied. PricewaterhouseCoopers LLP is not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited historical financial information and on the unaudited
pro forma financial information because those reports are not a "report" or a
"part" of the registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act of 1933.
Except as otherwise indicated, all amounts with respect to the volume,
number and market share of mergers and acquisitions and underwriting
transactions and related ranking information included in the Incorporated
Prospectus and incorporated by reference into this prospectus have been derived
from information compiled and classified by Securities Data Company and have
been so included in reliance on Securities Data Company's authority as experts
in compiling and classifying information as to securities transactions.
5
<PAGE> 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The rules of the Securities and Exchange Commission allow the Registrant
to "incorporate by reference" information into this Registration Statement. This
means that The Goldman Sachs Group, Inc. can disclose important information to
you by referring you to another document.
The following documents have been filed by the Registrant with the SEC
and are incorporated herein by reference:
- Prospectus, dated May 3, 1999, of the Registrant, filed pursuant
to Rule 424(b) under the Securities Act of 1933; and
- The description of common stock contained in the Registration
Statement on Form 8-A, dated April 27, 1999 (File No. 001-14965),
of the Registrant, filed pursuant to Section 12(b) of the
Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates all the shares of common
stock offered have been sold, or that deregisters all shares of common stock
then remaining unsold, shall be deemed to be incorporated by reference into, and
to be a part of, this Registration Statement from the date of filing of those
documents. The information contained in any such document will automatically
update and supersede any information previously incorporated by reference into
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock is registered under Section 12(b) of the Securities
Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements of Goldman Sachs as of November 28, 1997 and
November 27, 1998 and for each of the three years in the period ended November
27, 1998, incorporated in this Registration Statement by reference to the
prospectus, dated May 3, 1999 (the "Incorporated Prospectus"), of the Registrant
have been so incorporated in reliance on the report of
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<PAGE> 9
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The historical consolidated income statement data and balance sheet data
set forth in "Selected Consolidated Financial Data" for each of the five years
in the period ended November 27, 1998 included in the Incorporated Prospectus
have been incorporated by reference into this Registration Statement in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, dated
January 22, 1999, given on the authority of said firm as experts in auditing and
accounting.
The Pro Forma Consolidated Income Statement Information for the year
ended November 27, 1998 included in the Incorporated Prospectus has been
incorporated by reference into this Registration Statement in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, on their
examination of the Pro Forma Adjustments as described in Note 2 to the Pro Forma
Consolidated Financial Information included in the Incorporated Prospectus, and
the application of those adjustments to the historical amounts in the Pro Forma
Consolidated Income Statement Information for the year ended November 27, 1998,
given on the authority of said firm as experts in performing examinations of pro
forma financial information in accordance with standards established by the
American Institute of Certified Public Accountants.
The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations", except for (i) the
information presented under the headings "VaR" or "VaR Methodology, Assumptions
and Limitations" and (ii) the information for the three months ended February
26, 1999 and February 27, 1998, taken as a whole, of Goldman Sachs for the
three-year period ended November 27, 1998 included in the Incorporated
Prospectus has been incorporated by reference into this Registration Statement
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in performing
examinations of management's discussion and analysis of financial condition and
results of operations in accordance with standards established by the American
Institute of Certified Public Accountants.
With respect to the unaudited condensed consolidated financial
statements of Goldman Sachs as of and for the three months ended February 26,
1999 and for the three months ended February 27, 1998, and the unaudited
consolidated pro forma balance sheet information as of February 26, 1999 and the
related unaudited consolidated pro forma income statement information for the
three months then ended, included in the Incorporated Prospectus and
incorporated by reference into this Registration Statement,
PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate reports dated April 9, 1999 with respect to the
unaudited condensed consolidated financial statements of Goldman Sachs as of and
for the three months ended February 26, 1999 and for the three months ended
February 27, 1998 and
2
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May 3, 1999 with respect to the unaudited consolidated pro forma balance sheet
information as of February 26, 1999 and the related unaudited pro forma
consolidated income statement information for the three months then ended,
appearing in the Incorporated Prospectus and incorporated by reference into this
Registration Statement, state that they did not audit and they do not express an
opinion on the unaudited historical financial information or the unaudited pro
forma financial information. Accordingly, the degree of reliance on their
reports on such information should be restricted in light of the limited nature
of the review procedures applied. PricewaterhouseCoopers LLP is not subject to
the liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited historical financial information and on the unaudited
pro forma financial information because those reports are not a "report" or a
"part" of the Registration Statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the
Securities Act of 1933.
Except as otherwise indicated, all amounts with respect to the volume,
number and market share of mergers and acquisitions and underwriting
transactions and related ranking information included in the Incorporated
Prospectus incorporated by reference into this Registration Statement have been
derived from information compiled and classified by Securities Data Company and
have been so included in reliance on Securities Data Company's authority as
experts in compiling and classifying information as to securities transactions.
The validity of the common stock offered hereby was passed upon for the
Registrant by Sullivan & Cromwell, New York, New York.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or
proceedings in which such person is made a party by reason of such person being
or having been a director, officer, employee of or agent to the Registrant. The
statute provides that it is not exclusive of other rights to which those seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise. Section 6.4 of the
Registrant's by-laws provides for indemnification by the Registrant of any
director or officer (as such term is defined in the by-laws) of the Registrant
who is or was a director of any of its subsidiaries, is or was a member of the
Shareholders' Committee (as defined in the Incorporated Prospectus) acting
pursuant to the shareholders' agreement (as defined in the Incorporated
Prospectus) or, at the request of the Registrant, is or was serving as a
director or officer of, or in any other capacity for, any other enterprise, to
the fullest extent permitted by law. The by-laws also provide that the
Registrant shall advance expenses to a director or officer and, if reimbursement
of such expenses is demanded in advance of the final disposition of the matter
with respect to which such demand is being made, upon receipt of an
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undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that the director or officer is not entitled to be
indemnified by the Registrant. To the extent authorized from time to time by the
board of directors of the Registrant, the Registrant may provide to any one or
more employees of the Registrant, one or more officers, employees and other
agents of any subsidiary or one or more directors, officers, employees and other
agents of any other enterprise, rights of indemnification and to receive payment
or reimbursement of expenses, including attorneys' fees, that are similar to the
rights conferred in the by-laws of the Registrant on directors and officers of
the Registrant or any subsidiary or other enterprise. The by-laws do not limit
the power of the Registrant or its board of directors to provide other
indemnification and expense reimbursement rights to directors, officers,
employees, agents and other persons otherwise than pursuant to the by-laws. The
Registrant has entered into agreements with certain directors, officers and
employees who have been asked to serve in specified capacities at subsidiaries
and other entities.
The Registrant entered into an agreement that provides indemnification
to its directors and officers, the directors and certain officers of the former
general partner of The Goldman Sachs Group, L.P., members of its Management
Committee or its Partnership Committee or the former Executive Committee of The
Goldman Sachs Group, L.P. and all other persons requested or authorized by the
Registrant's board of directors or the board of directors of the former general
partner of The Goldman Sachs Group, L.P. to take actions on behalf of the
Registrant, The Goldman Sachs Group, L.P. or the former general partner of The
Goldman Sachs Group, L.P. in connection with the plan of incorporation, the
Registrant's Registration Statement on Form S-1 (File No. 333-74449), and
certain other registration statements, including this Registration Statement on
Form S-8, for all losses, damages, costs and expenses incurred by the
indemnified person arising out of the relevant registration statement or the
transactions contemplated by the plan of incorporation. This agreement is in
addition to the Registrant's indemnification obligations under its by-laws.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Registrant's amended and restated certificate of incorporation
provides for such limitation of liability.
Policies of insurance are maintained by the Registrant under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of, and certain liabilities which might be imposed as a
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result of, actions, suits or proceedings to which they are parties by reason of
being or having been such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The shares of common stock issued pursuant to the restricted stock units
or The Goldman Sachs Defined Contribution Plan were not registered under the
Securities Act of 1933 because the awards of the restricted stock units and the
contribution of shares of common stock to The Defined Contribution Plan either
did not involve an offer or sale for purposes of Section 2(a)(3) of the
Securities Act of 1933, in reliance on the fact that such awards were made to a
relatively broad class of employees who provided no consideration in exchange
for their awards, or such shares of common stock were offered and sold in
transactions not involving a public offering, exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) and in compliance with Rule 506
thereunder.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to
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Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 11th day of
June, 1999.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Henry M. Paulson, Jr.
-----------------------------------
Name: Henry M. Paulson, Jr.
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John A. Thain, Robert J. Katz, Gregory K.
Palm and David A. Viniar and each of them severally, his or her true and lawful
attorney-in-fact with full power of substitution and resubstitution to sign in
his or her name, place and stead, in any and all capacities, to do any and all
things and execute any and all instruments that such attorney may deem necessary
or advisable under the Securities Act of 1933, and any rules, regulations and
requirements of the Securities and Exchange Commission, including specifically,
but without limiting the generality of the foregoing, the power and authority to
sign his or her name in his or her respective capacity as a member of the Board
of Directors or officer of the Registrant, this Registration Statement, any and
all amendments (including post-effective amendments) to this Registration
Statement and any other documents filed with the Securities and Exchange
Commission, as fully for all intents and purposes as he or she might or could do
in person, and hereby ratifies and confirms all said attorneys-in-fact and
agents, each acting alone, and his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
7
<PAGE> 15
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated:
<TABLE>
<CAPTION>
TITLE SIGNATURE DATE
----- --------- ----
<S> <C> <C>
Director, Chairman of the Board and /s/ Henry M. Paulson, Jr. June 1, 1999
Chief Executive Officer --------------------- -------------------
(Principal Executive Officer) Henry M. Paulson, Jr.
Director and Vice Chairman /s/ Robert J. Hurst June 1, 1999
--------------------- -------------------
Robert J. Hurst
Director, President and /s/ John A. Thain June 14, 1999
Co-Chief Operating Officer --------------------- -------------------
John A. Thain
Director, President and /s/ John L. Thornton June 6, 1999
Co-Chief Operating Officer --------------------- -------------------
John L. Thornton
Director /s/ John Browne June 1, 1999
--------------------- -------------------
Sir John Browne
Director /s/ James A. Johnson June 1, 1999
--------------------- -------------------
James A. Johnson
Director /s/ John L. Weinberg June 3, 1999
--------------------- -------------------
John L. Weinberg
Chief Financial Officer (Principal Financial /s/ David A. Viniar June 1, 1999
Officer) --------------------- -------------------
David A. Viniar
Principal Accounting Officer /s/ Sarah G. Smith June 1, 1999
--------------------- -------------------
Sarah G. Smith
</TABLE>
8
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<S> <C>
4.1 Instruments Defining the Rights of
Securities Holders
(a) Form of Award Agreement
(Formula RSUs).................................. (1)
(b) Form of Award Agreement
(Discretionary RSUs)............................. (2)
(c) Form of Option Agreement............................ (3)
5.1 Opinion re validity..................................... Filed as an exhibit hereto.
10.1 The Goldman Sachs 1999 Stock Incentive
Plan.................................................... (4)
10.2 The Goldman Sachs Defined Contribution
Plan.................................................... (5)
15.1 Letter re unaudited interim financial
information............................................. Filed as an exhibit hereto.
23.1 Consents of experts and counsel
(a) PricewaterhouseCoopers LLP.......................... Filed as an exhibit hereto.
(b) Sullivan & Cromwell................................. Included in Exhibit 5.1.
(c) Securities Data Company............................. Filed as an exhibit hereto.
24.1 Power of Attorney....................................... Included in signature page.
</TABLE>
- --------
(1) Incorporated herein by reference to exhibit no. 10.22 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75213).
(2) Incorporated herein by reference to exhibit no. 10.23 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75213).
(3) Incorporated herein by reference to exhibit no. 10.24 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75213).
(4) Incorporated herein by reference to exhibit no. 10.15 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75213).
(5) Incorporated herein by reference to exhibit no. 10.16 to the Registrant's
Registration Statement on Form S-1 (File No. 333-75213).
9
<PAGE> 1
EXHIBIT 5.1
[SULLIVAN & CROMWELL LETTERHEAD]
June 16, 1999
The Goldman Sachs Group, Inc.,
85 Broad Street,
New York, New York 10004.
Dear Sirs:
In connection with the registration under the Securities Act
of 1933 (the "Act") of 312,555,866 shares (the "Securities") of common stock,
par value $.01 per share (the "Common Stock"), of The Goldman Sachs Group, Inc.,
a Delaware corporation (the "Company"), and 312,555,866 related stock purchase
rights (the "Rights") issued pursuant to the Shareholder Protection Rights
Agreement, dated as of April 5, 1999 (the "Rights Agreement"), between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agent"), we, as your counsel, have examined such corporate and
partnership records, certificates and other documents, and such questions of
law, as we have considered necessary or appropriate for the purposes of this
opinion. Of the Securities, 12,555,866 shares (the "DCP Shares") of Common Stock
were contributed to the trust underlying The Goldman Sachs Defined Contribution
Plan, and the remaining 300,000,000 shares (the "SIP Shares") of Common Stock
have been authorized for issuance under The Goldman Sachs 1999 Stock Incentive
Plan (the "SIP"). Upon the basis of such examination, we advise you that, in our
opinion:
(1) The DCP Shares have been validly issued and are fully paid
and nonassessable.
<PAGE> 2
-2-
(2) When the registration statement relating to the SIP Shares
and the associated Rights (the "Registration Statement") has become
effective under the Act, the terms of the sale of the SIP Shares have
been duly established in conformity with the Company's amended and
restated certificate of incorporation and the SIP so as not to violate
any applicable law or result 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 SIP
Shares have been duly issued as contemplated by the Registration
Statement and the SIP, the SIP Shares will be validly issued, fully
paid and nonassessable.
(3) Assuming that the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent, the Rights
associated with the DCP Shares have been validly issued.
(4) Assuming that the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent, then when the
Registration Statement has become effective under the Act, the SIP
Shares have been duly issued as contemplated by the Registration
Statement and the SIP and the Rights have been issued in conformity
with the Rights Agreement, the Rights associated with the SIP Shares
will be validly issued.
In connection with our opinion set forth in paragraphs (2) and
(4) above, we note that the question whether the Board of Directors of the
Company might be required to redeem the Rights at some future time will depend
upon the facts and circumstances existing at that time and, accordingly, is
beyond the scope of such opinion.
The foregoing opinion is limited to the Federal laws of the
United States 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.
<PAGE> 3
-3-
We have relied as to certain matters on information obtained
from public officials, officers of the Company and the general partner of the
Company's predecessor, The Goldman Sachs Group, L.P., and other sources believed
by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the headings
"Validity of Common Stock" and "Interests of Named Experts and Counsel" in the
Registration Statement. 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
<PAGE> 1
EXHIBIT 15.1
June 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: The Goldman Sachs Group, Inc.
Registration Statement on Form S-8
(File No. 333-XXXXX)
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 incorporated by reference in this
Registration Statement on Form S-8. We are also aware that our report dated May
3, 1999 on our review of the Pro Forma Consolidated Financial Information of The
Goldman Sachs Group, L.P. and Subsidiaries as of February 26, 1999 and for the
three months then ended is incorporated by reference in this Registration
Statement on Form S-8. Pursuant to Rule 436(c) under the Securities Act of 1933,
these reports should not be considered a part of the Registration Statement
prepared or certified by us within the meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
<PAGE> 1
EXHIBIT 23.1(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of (i) our reports dated January 22, 1999, on our audits of the
consolidated financial statements, selected historical consolidated income
statement and balance sheet data of The Goldman Sachs Group, L.P. and
Subsidiaries (the "Firm"); (ii) our report dated May 3, 1999 on our examination
of the Pro Forma Consolidated Income Statement Information for the year ended
November 27, 1998; and (iii) our report dated March 15, 1999 relating to
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Firm for the three-year period ended November 27, 1998. We
also consent to the references to our firm under the captions "Experts",
"Summary Consolidated Financial Data", and "Selected Consolidated Financial
Data" in the Prospectus, dated May 3, 1999, and under "Experts" in the
Prospectus included in the Form S-8 and "Interests of Named Experts and
Counsel" in the Form S-8.
New York, New York
June 14, 1999.
/s/ PricewaterhouseCoopers LLP
<PAGE> 1
EXHIBIT 23.1(c)
[SECURITIES DATA COMPANY LETTERHEAD]
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of the Goldman Sachs Group, Inc. of the information we
provided for use in the Prospectus, dated May 3, 1999, and to the references to
our name in such Registration Statement, including under the captions
"Experts" and "Interests of Named Experts and Counsel".
Securities Data Company
A Division of Thomson Information Services
/s/ Kenneth J. Seng
Kenneth J. Seng
Director, Account Management
& Client Training
June 16, 1999
