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FILE NO. _______
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
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THE GOLDMAN SACHS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-4019460
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
85 BROAD STREET, NEW YORK, NEW YORK 10004
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-74449
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
COMMON STOCK, PAR VALUE $0.01 PER SHARE THE NEW YORK STOCK EXCHANGE, INC.
SHAREHOLDER PROTECTION RIGHTS THE NEW YORK STOCK EXCHANGE, INC.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the common stock, par value $0.01 per share (the
"Common Stock"), and the Shareholder Protection Rights (the "Rights" and
together with the Common Stock, the "Securities") of The Goldman Sachs Group,
Inc. (the "Registrant") will be contained in a prospectus, constituting part of
the Registrant's Registration Statement on Form S-1 (File No. 333-74449) (the
"Registration Statement") relating to the Securities, to be filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (such prospectus as
filed pursuant to Rule 424(b), the "Prospectus"). The description of the
Securities contained in the Prospectus is hereby incorporated by reference into
this Form 8-A. Copies of such description will be filed with the New York Stock
Exchange, Inc.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No Description
- ---------- -----------
<S> <C>
(1) Form of Amended and Restated Certificate of
Incorporation of the Registrant (incorporated herein
by reference to Exhibit 3.1 of the Registration
Statement).
(2) By-Laws of the Registrant (incorporated herein by
reference to Exhibit 3.2 of the Registration
Statement).
(3) Specimen of certificate representing the Common Stock
(incorporated herein by reference to Exhibit 4.1 of
the Registration Statement).
(4) Stockholder Protection Rights Agreement, dated as of
, 1999, between The Goldman Sachs Group, L.P. and
ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated herein by reference to Exhibit
4.2 of the Registration Statement).
</TABLE>
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
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Name: Gregory K. Palm
Title: General Counsel
Date: April 27, 1999
