<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, NY 10004
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
Orion Power Holdings, Inc.
(ORN)
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Statement for Month/Year
November/2000
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
-------------------------------------------
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7. Individual or Joint/Group Filing (Check Applicable Line)
[ ] Form filed by One Reporting Person
[ X ] Form filed by More than One Reporting Person
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<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
Table I -- Non-Derivative Securities Acquired, Disposed of, |
or Beneficially Owned |
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| | | | |6. | |
| | | 4. |5. |Owner- | |
| | | Securities Acquired (A) or |Amount of |ship | |
| | 3. | Disposed of (D) |Securities |Form: |7. |
|2. | Transaction| (Instr. 3, 4 and 5) |Beneficially |Direct |Nature of |
|Transaction | Code | -------------------------------|Owned at End |(D) or |Indirect |
1. |Date | (Instr. 8) | | (A) | |of Month |Indirect |Beneficial|
Title of Security |(Month/Day/ | -----------| Amount | or | Price |(Instr. 3 |(I) |Ownership |
(Instr. 3) |Year) | Code | V | | (D) | |and 4) |(Instr.4)|(Instr. 4)|
-----------------------------------------------------------------------------------------------------------------------------------|
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
| | | | | | | | | |
Common Stock | 11/14/00 | P | | 47,900 | A | $21.75 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/14/00 | P | | 2,100 | A | $21.625 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/14/00 | S | | 50,000 | D | $21.3878 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/14/00 | P | | 750 | A | $21.50 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/14/00 | S | | 750 | D | $21.4375 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/14/00 | P | | 25,000 | A | $21.25 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/14/00 | S | | 25,000 | D | $21.25 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | P | | 16,200 | A | $16.875 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | P | | 2,300 | A | $16.75 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | S | | 18,100 | D | $16.375 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | S | | 400 | D | $16.50 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | P | | 423 | A | $16.50 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | P | | 244 | A | $16.75 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | P | | 293 | A | $16.6875 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | P | | 33 | A | $16.4375 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/22/00 | P | | 7 | A | $16.5625 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/29/00 | S | | 500 | D | $19.75 | | 01 | 01 |
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| | | | | | | | | |
Common Stock | 11/30/00 | P | | 500 | A | $18.875 | 1,000 | 01 | 01 |
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| | | | | | | | | |
Common Stock | | | | | | | 34,450,000 | 02 | 02 |
====================================================================================================================================
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<PAGE>
FORM 4 (continued)
<TABLE>
<CAPTION>
====================================================================================================================================
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
====================================================================================================================================
| | | | | | | |9. |10. | |
| | | | | | | |Number |Owner-| |
| | | | | | | |of |ship | |
|2. | | | | | | |Deriv- |of | |
|Conver- | | | 5. | |7. | |ative |Deriv-|11. |
|sion | | | Number of | |Title and Amount | |Secur- |ative |Nature|
|or | | | Derivative |6. |of Underlying |8. |ities |Secur-|of |
|Exer- | |4. | Securities |Date |Securities |Price |Bene- |ity: |In- |
|cise |3. |Trans-| Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially |Direct|direct|
|Price |Trans- |action| or Disposed |Expiration Date |-------------------------|Deriv- |Owned |(D) or|Bene- |
1. |of |action |Code | of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial|
Title of |Deriv- |Date |(Instr| (Instr. 3, |-----------------| |or |Secur- |of |direct|Owner-|
Derivative |ative |(Month/ |8) | 4 and 5) |Date |Expira- | |Number |ity |Month |(I) |ship |
Security |Secur- |Day/ |------| ------------ |Exer- |tion | |of |(Instr.|(Instr. |(Instr|(Instr|
(Instr. 3) |ity |Year) |Code|V| (A) | (D) |cisable |Date |Title |Shares |5) |4) |4) |4) |
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $10.00 | | | | | | Immed. |11/19/08|Common Stock | 68,454.1| | 68,454.1| 02 | 02 |
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Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $10.00 | | | | | | Immed. |12/23/08|Common Stock | 143,753.6| | 143,753.6| 02 | 02 |
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Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $10.00 | | | | | | Immed. |12/31/08|Common Stock | 404.2| | 404.2| 02 | 02 |
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Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $10.00 | | | | | | Immed. | 6/11/09|Common Stock | 28,832.9| | 28,832.9| 02 | 02 |
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Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $10.00 | | | | | | Immed. | 7/27/09|Common Stock |2,925,316.5| |2,925,316.5| 02 | 02 |
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Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $10.00 | | | | | | Immed. | 9/29/09|Common Stock | 115,424| | 115,424| 02 | 02 |
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Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $15.50 | | | | | | Immed. | 11/5/09|Common Stock | 890,286.9| | 890,286.9| 02 | 02 |
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Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $10.00 | | | | | | Immed. | 4/24/10|Common Stock |1,752,071.8| |1,752,071.8| 02 | 02 |
-----------------------------------------------------------------------------------------------------------------------------------|
Warrants to | | | | | | | | | | | | | | |
purchase | | | | | | | | | | | | | | |
Common Stock | $15.50 | | | | | | Immed. | 4/26/10|Common Stock | 475,856| | 475,856| 02 | 02 |
====================================================================================================================================
</TABLE>
<PAGE>
Instruction 4(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners II, L.P. ("GS Capital II"),
GS Capital Partners II Offshore, L.P. ("GS II Offshore"), GS Capital Partners II
(Germany) Civil Law Partnership ("GS II Germany"), Stone Street Fund 1998, L.P.
("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998"), GS Capital
Partners III, L.P. ("GS Capital III"), GS Capital Partners III Offshore, L.P.
("GS III Offshore"), GS Capital Partners III Germany Civil Law Partnership ("GS
III Germany"), Stone Street Fund 2000, L.P. ("Stone 2000"), Bridge Street
Special Opportunities Fund 2000, L.P. ("Bridge 2000"; and together with GS
Capital II, GS II Offshore, GS II Germany, Stone 1998, Bridge 1998, GS Capital
III, GS III Offshore, GS III Germany, and Stone 2000, the "Limited
Partnerships"), GS Advisors, L.L.C. ("GS Advisors"), GS Advisors II, L.L.C. ("GS
II Advisors"), GS Advisors III, L.L.C. ("GS III Advisors"), Goldman, Sachs & Co.
oHG ("GS oHG"), Stone Street 1998, L.L.C. ("Stone 1998 L.L.C.), Stone Street
2000, L.L.C. ("Stone 2000 L.L.C."), Bridge Street Special Opportunities 2000,
L.L.C. ("Bridge 2000 L.L.C."), Goldman, Sachs & Co. ("Goldman Sachs"), and The
Goldman Sachs Group, Inc. ("GS Group"; and together with GS Advisors, GS II
Advisors, GS III Advisors, GS oHG, Stone 1998 L.L.C., Stone 2000 L.L.C., Bridge
2000 L.L.C., Goldman Sachs and the Limited Partnerships, the "Reporting
Persons"). The principal business address of each Reporting Person (other than
GS II Offshore, GS III Offshore, GS II Germany, GS III Germany and GS oHG) is 85
Broad Street, New York, NY 10004. The principal business address of each of GS
II Offshore and GS III Offshore is c/o Maples and Calder, P.O. Box 309, Grand
Cayman, Cayman Islands. The principal business address for each of GS II
Germany, GS III Germany and GS oHG is MesseTurm, 60308 Frankfurt am Main,
Germany.
Explanation of Responses:
01: The securities reported herein as purchased and sold were purchased and sold
and are owned directly by Goldman Sachs and may be deemed to be beneficially
owned indirectly by GS Group. Goldman Sachs is an indirect wholly-owned
subsidiary of GS Group. Without admitting any legal obligation, Goldman Sachs
will remit appropriate profits, if any, to the Company.
02: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
in the aggregate 40,850,400 shares of Common Stock, through the beneficial
ownership by the Limited Partnerships of an aggregate of 34,450,000 shares of
Common Stock and warrants to purchase 6,400,400 shares of Common Stock.
Affiliates of Goldman Sachs and GS Group are the general partner, managing
general partner or managing partner of the Limited Partnerships. Goldman Sachs
is the investment manager of GS Capital II, GS II Offshore, GS II Germany, GS
Capital III, GS III Offshore and GS III Germany. Goldman Sachs is an indirect
wholly-owned subsidiary of GS Group. Each of Goldman Sachs and GS Group
disclaims beneficial ownership of the securities owned by the Limited
Partnerships except to the extent of its pecuniary interest therein.
GS Capital II may be deemed to own beneficially and directly and its general
partner, GS Advisors, may be deemed to own beneficially and indirectly an
aggregate of 17,950,839 shares of Common Stock by reason of GS Capital II's
deemed beneficial ownership of 14,984,097 shares of Common Stock and warrants to
purchase 2,966,742 shares of Common Stock. GS Advisors disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
GS II Offshore may be deemed to own beneficially and directly and its general
partner, GS II Advisors, may be deemed to own beneficially and indirectly an
aggregate of 7,136,196 shares of Common Stock by reason of GS II Offshore's
deemed beneficial ownership of 5,956,795 shares of Common Stock and warrants to
purchase 1,179,401 shares of Common Stock. GS II Advisors disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
GS II Germany may be deemed to own beneficially and directly and its managing
partner, GS oHG, may be deemed to own beneficially and indirectly an aggregate
of 662,112 shares of Common Stock by reason of GS II Germany's deemed beneficial
ownership of 552,685 shares of Common Stock and warrants to purchase 109,427
shares of Common Stock. GS oHG disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
Stone 1998 may be deemed to own beneficially and directly and its general
partner, Stone 1998 L.L.C., may be deemed to own beneficially and indirectly an
aggregate of 925,335 shares of Common Stock, by reason of Stone 1998's deemed
beneficial ownership of 773,101 shares of Common Stock and warrants to purchase
152,234 shares of Common Stock. Stone 1998 L.L.C. disclaims beneficial ownership
of the securities reported herein except to the extent of its pecuniary interest
therein.
Bridge 1998 may be deemed to own beneficially and directly and its managing
general partner, Stone 1998 L.L.C., may be deemed to own beneficially and
indirectly an aggregate of 279,267 shares of Common Stock, by reason of Bridge
1998's deemed beneficial ownership of 233,322 shares of Common Stock and
warrants to purchase 45,945 shares of Common Stock. Stone 1998 L.L.C. disclaims
beneficial ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
<PAGE>
GS Capital III may be deemed to own beneficially and directly and its general
partner, GS III Advisors, may be deemed to own beneficially and indirectly an
aggregate of 10,242,359 shares of Common Stock by reason of GS Capital III's
deemed beneficial ownership of 8,796,383 shares of Common Stock and warrants to
purchase 1,445,976 shares of Common Stock. GS III Advisors disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
GS III Offshore may be deemed to own beneficially and directly and its general
partner, GS III Advisors, may be deemed to own beneficially and indirectly an
aggregate of 2,815,747 shares of Common Stock by reason of GS III Offshore's
deemed beneficial ownership of 2,418,232 shares of Common Stock and warrants to
purchase 397,515 shares of Common Stock. GS III Advisors disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
GS III Germany may be deemed to own beneficially and directly and its managing
partner, GS oHG, may be deemed to own beneficially and indirectly an aggregate
of 472,839 shares of Common Stock by reason of GS III Germany's deemed
beneficial ownership of 406,086 shares of Common Stock and warrants to purchase
66,753 shares of Common Stock. GS oHG disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
Stone 2000 may be deemed to own beneficially and directly and its general
partner, Stone 2000 L.L.C., may be deemed to own beneficially and indirectly an
aggregate of 219,423.2 shares of Common Stock, by reason of Stone 2000's deemed
beneficial ownership of 197,579 shares of Common Stock and warrants to purchase
21,844.2 shares of Common Stock. Stone 2000 L.L.C. disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
Bridge 2000 may be deemed to own beneficially and directly and its general
partner, Bridge 2000 L.L.C., may be deemed to own beneficially and indirectly an
aggregate of 146,282.8 shares of Common Stock, by reason of Bridge 2000's deemed
beneficial ownership of 131,720 shares of Common Stock and warrants to purchase
14,562.8 shares of Common Stock. Bridge 2000 L.L.C. disclaims beneficial
ownership of the securities reported herein except to the extent of its
pecuniary interest therein.
SIGNATURES:
GOLDMAN, SACHS & CO.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II, L.P.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS II (GERMANY) CIVIL LAW PARTNERSHIP
(with limitation of liability)
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
<PAGE>
GS ADVISORS, L.L.C.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS ADVISORS II, L.L.C.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS III, L.P.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS ADVISORS III, L.L.C.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
<PAGE>
STONE STREET FUND 1998, L.P.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
BRIDGE STREET FUND 1998, L.P.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET 1998, L.L.C.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C.
By: s/ Hans L. Reich
----------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
Date: December 11, 2000
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedures.
Alternatively, this Form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934 (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to all
intents and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 8th, 2000.
THE GOLDMAN SACHS GROUP, INC.
By: s/ Gregory K. Palm
------------------------------------
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 8th, 2000.
GOLDMAN, SACHS & CO.
By: s/ Gregory K. Palm
----------------------------
Name: Gregory K. Palm
Title: Managing Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS II, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 31, 2000.
GS CAPITAL PARTNERS II, L.P.
By: GS Advisors, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS II OFFSHORE,
L.P. (the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 31, 2000.
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: GS Advisors II, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS II (GERMANY)
CIVIL LAW PARTNERSHIP (the "Company") does hereby make, constitute and appoint
each of Hans L. Reich and Roger S. Begelman, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 5, 2000.
GS CAPITAL PARTNERS II (GERMANY) CIVIL LAW PARTNERSHIP
By: Goldman, Sachs & Co. oHG
By: Goldman, Sachs & Co. Finanz GmbH
By: s/ Andreas Kornlein
---------------------------------
Name: Andreas Kornlein
Title: Executive Director
By: s/ Sabine Mock
---------------------------------
Name: Sabine Mock
Title: Executive Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, as amended, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 1, 2000.
GS ADVISORS, L.L.C.
By: s/ Kaca B. Enquist
---------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS II, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 1, 2000.
GS ADVISORS II, L.L.C.
By: s/ Kaca B. Enquist
---------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 31, 2000.
GS CAPITAL PARTNERS III, L.P.
By: GS Advisors III, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III OFFSHORE,
L.P. (the "Company") does hereby make, constitute and appoint each of Hans L.
Reich and Roger S. Begelman, acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 31, 2000.
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: GS Advisors III, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III GERMANY
CIVIL LAW PARTNERSHIP (the "Company") does hereby make, constitute and appoint
each of Hans L. Reich and Roger S. Begelman, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of October 7, 1999.
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
By: Goldman, Sachs & Co. oHG
By: Goldman, Sachs & Co. Finanz GmbH
By: s/ Andreas Kornlein
---------------------------------
Name: Andreas Kornlein
Title: Executive Director
By: s/ Sabine Mock
---------------------------------
Name: Sabine Mock
Title: Executive Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 21, 2000.
GS ADVISORS III, L.L.C.
By: s/ Kaca B. Enquist
---------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG, (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of March 28, 2000.
GOLDMAN, SACHS & CO. oHG
By: s/ Andreas Kornlein
---------------------------------
Name: Andreas Kornlein
Title: Executive Director
By: s/ Sabine Mock
---------------------------------
Name: Sabine Mock
Title: Executive Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1998, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 16, 1999.
STONE STREET FUND 1998, L.P.
By: Stone Street 1998, L.L.C..
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1998, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 16, 1999.
BRIDGE STREET FUND 1998, L.P.
By: Stone Street 1998, L.L.C..
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 1998, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 16, 1999.
STONE STREET 1998, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 2000, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of March 20, 2000.
STONE STREET FUND 2000, L.P.
By: Stone Street 2000, L.L.C..
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2000, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of March 20, 2000.
STONE STREET 2000, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET SPECIAL OPPORTUNITIES
FUND 2000, L.P. (the "Company") does hereby make, constitute and appoint each of
Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 6, 2000.
BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P.
By: Bridge Street Special Opportunities 2000, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President/Secretary
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET SPECIAL OPPORTUNITIES
2000, L.L.C. (the "Company") does hereby make, constitute and appoint each of
Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of December 6, 2000.
BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President/Secretary
