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OMB APPROVAL
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OMB Number 3235-0104
Expires: December 31, 2001
Estimated average burden
hours per response ....... 0.5
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
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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 New York 10004
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
6/12/00
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Issuer Name AND Ticker or Trading Symbol
ProMedCo Management Company (NASDAQ:PMCO)
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5 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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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing
[ ] Form Filed by One Reporting Person
[ X ] Form Filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned
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<TABLE>
<CAPTION>
3. Ownership Form:
2. Amount of Securities Direct (D) or
1. Title of Security Beneficially Owned Indirect (I) 4. Nature of Indirect Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr.5)
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<S> <C> <C> <C>
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</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Print or Type Responses)
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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<TABLE>
<CAPTION>
5. Owner-
3. Title and Amount of Securities ship
Underlying Derivative Security Form of
2. Date Exercisable (Instr. 4) Derivative
and Expiration Date --------------------------------- 4. Conver- Security:
(Month/Day/Year) Amount sion or Direct 6. Nature of
---------------------- or Exercise (D) or Indirect
1. Title of Derivative Date Expira- Number Price of Indirect Beneficial
Security Exer- tion of Derivative (I) Ownership
(Instr. 4) cisable Date Title Shares Security (Instr.5) (Instr. 5)
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<S> <C> <C> <C> <C> <C> <C> <C>
Series A Convertible (1)Immed. (1) Common Stock 17,000,000 (1) (2) (2)
Preferred Stock
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Warrants to purchase
Series B Convertible 6/12/2003
Preferred Stock (1)Immed. (1) Common Stock 3,125,000 (1) (2) (2)
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</TABLE>
Explanation of Responses:
See attached pages.
(see attached pages) (see attached pages)
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(**)Signature of Reporting Person Date
** 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 is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
<PAGE>
FORM 3
Item 1: The Goldman Sachs Group, Inc.
85 Broad Street
New York, NY 10004
Item 2: June 12, 2000
Item 4: ProMedCo Management Company (PMCO)
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Instruction 5(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners III, L.P. ("GS Capital
III"), GS Capital Partners III Offshore, L.P. ("GS Offshore"), GS Capital
Partners III Germany Civil Law Partnership ("GS Germany"), Stone Street
Fund 2000, L.P. ("Stone 2000"; and together with GS Capital III, GS Offshore
and GS Germany, the "Limited Partnerships"), GS Advisors III, L.L.C. ("GS
Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Stone Street 2000, L.L.C.
("Stone L.L.C."), Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman
Sachs Group, Inc. ("GS Group"; and together with GS Advisors, GS oHG, Stone
L.L.C., Goldman Sachs and the Limited Partnerships, the "Reporting
Persons"). The principal business address of each Reporting Person (other
than GS Offshore, GS Germany and GS oHG) is 85 Broad Street, New York, NY
10004. The principal business address for GS Offshore is c/o Maples and
Calder, P.O. Box 309, Grand Cayman, Cayman Islands. The principal business
address for each of GS Germany and GS oHG is MesseTurm, 60308 Frankfurt am
Main, Germany.
Explanation of Responses:
(1) On June 12, 2000, GS Capital III, GS Offshore, GS Germany (through its
nominee, Goldman, Sachs & Co. Verwaltungs GmbH) and Stone 2000
(collectively, the "Purchasers") may be deemed to have acquired
beneficial ownership (the "Purchase"), pursuant to the Securities
Purchase Agreement, dated as of January 13, 2000, by and among
ProMedCo Management Company (the "Company") and the Purchasers, as
amended by the First Amendment to Securities Purchase Agreement, dated
as of May 5, 2000 (as amended, the "Securities Purchase Agreement"),
of an aggregate of 425,000 shares of the Company's Series A
Convertible Preferred Stock, par value $0.01 per share (the "Series A
Preferred Stock"), and warrants to purchase up to an aggregate of
125,000 shares of the Company's Series B Convertible Preferred Stock,
par value $0.01 per share (the "Series B Preferred Stock"), (i) for an
aggregate cash purchase price of $26,500,000 less an amount equal to
the sum of (x) the Second Closing Payment (defined below), (y) accrued
and unpaid interest on the Company's Senior Subordinated Notes, due
January 13, 2005 (the "Notes"), and (z) the aggregate principal amount
of any PIK Notes (as defined in the Notes) issued to the Purchasers,
with any accrued and unpaid interest thereon through June 12, 2000,
and (ii) in exchange for (a) 1,250,000 shares of the Company's Common
Stock, par value $0.01 per share (the "Common Stock"), and (b)
$16,000,000 in aggregate principal amount of the Notes, all as a
result of shareholder approval. The "Second Closing Payment" is an
amount in cash equal to $795,000. Each share of Series A Preferred
Stock is convertible at any time at the option of the holder into such
number of fully paid and nonassessable shares of Common Stock as is
determined by dividing (x) the Series A Liquidation Preference
(defined below) as of the conversion date, by (y) the Series A
Conversion Price (defined below) as of the conversion date. The
initial conversion price for Series A Preferred Stock is $2.50 per
share, which is subject to adjustment as provided in the Certificate
of Designation of the Series A Preferred Stock (the "Series A
Conversion Price"). The "Series A Liquidation Preference" is $100.00
per share (as adjusted for any stock dividends, combinations or splits
with respect to such share), plus an amount equal to all accrued but
unpaid dividends (whether or not declared) on such share. Subject to
any adjustments for capital reorganization, reclassification and the
like, each warrant may be exercised, at any time prior to 5:00 p.m. on
June 12, 2003, to purchase one share of the Series B Preferred Stock
at an exercise price of $97.00 per share. Each share of Series B
Preferred Stock is convertible at any time at the option of the holder
into such number of fully paid and nonassessable shares of Common
Stock as is determined by dividing (x) the Series B Liquidation
Preference (defined below) as of the conversion date, by (y) the
Series B Conversion Price (defined below) as of the conversion date.
The initial conversion price for Series B Preferred Stock is $4.00 per
share, which is subject to adjustment as provided in the Certificate
of Designation of the Series B Preferred Stock (the "Series B
Conversion Price"). The "Series B Liquidation Preference" is $100.00
per share (as adjusted for any stock dividends, combinations or splits
with respect to such share), plus an amount equal to all accrued but
unpaid dividends (whether or not declared) on such share.
(2) As of June 12, 2000, each of Goldman Sachs and GS Group may be deemed
to own beneficially and indirectly in the aggregate 20,125,000 shares
of Common Stock, all of which shares may be deemed to be beneficially
owned by the Limited Partnerships by reason of their deemed beneficial
ownership of an aggregate of 425,000 shares of Series A Preferred
Stock and warrants to purchase 125,000 shares of Series B Preferred
Stock. Affiliates of Goldman Sachs and GS Group are the general
partner or managing partner of the Limited Partnerships. Goldman Sachs
is the investment manager of GS Capital III, GS Offshore and GS
Germany. Goldman Sachs is an indirect wholly owned subsidiary of GS
Group. Goldman Sachs and GS Group each disclaim beneficial ownership
of the securities owned by the Limited Partnerships except to the
extent of their pecuniary interest therein.
As of June 12, 2000, GS Capital III 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 14,956,795 shares of
Common Stock by reason of GS Capital III's deemed beneficial ownership
of 315,858 shares of Series A Preferred Stock and warrants to purchase
92,899 shares of Series B Preferred Stock. GS Advisors disclaims
beneficial ownership of the securities reported herein except to the
extent of its pecuniary interest therein.
As of June 12, 2000, GS Offshore 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 4,111,795 shares of Common
Stock by reason of GS Offshore's deemed beneficial ownership of 86,833
shares of Series A Preferred Stock and warrants to purchase 25,539
shares of Series B Preferred Stock. GS Advisors disclaims beneficial
ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
As of June 12, 2000, GS 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 690,505 shares of Common
Stock by reason of GS Germany's deemed beneficial ownership of 14,582
shares of Series A Preferred Stock and warrants to purchase 4,289
shares of Series B Preferred Stock. GS oHG disclaims beneficial
ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
As of June 12, 2000, Stone 2000 may be deemed to own beneficially and
directly and its general partner, Stone L.L.C., may be deemed to own
beneficially and indirectly an aggregate of 365,905 shares of Common
Stock, by reason of Stone 2000's deemed beneficial ownership of 7,727
shares of Series A Preferred Stock and warrants to purchase 2,273
shares of Series B Preferred Stock. Stone L.L.C. disclaims beneficial
ownership of the securities reported herein except to the extent of
its pecuniary interest therein.
<PAGE>
SIGNATURES:
GOLDMAN, SACHS & CO.
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III, L.L.C.
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III, L.P.
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III GERMANY
CIVIL LAW PARTNERSHIP (with
limitation of liability)
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: /s/Roger S. Begelman
-----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Date: June 22, 2000
<PAGE>
POWER OF ATTORNEY
This powerof attorney will expire on December 31, 2000.
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, 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.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of December 21, 1998.
GOLDMAN, SACHS & CO.
By: The Goldman, Sachs & Co. L.L.C.
By: /s/ Robert J. Katz
---------------------------------
Name: Robert J. Katz
Title: Executive Vice President
<PAGE>
POWER OF ATTORNEY
This power of attorney will expire on May 31, 2001.
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, 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.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of May 7, 1999.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Robert J. Katz
---------------------------------
Name: Robert J. Katz
Title: Executive Vice President and General Counsel
<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
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
This power of attorney will expire on December 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG, (the
"Company") does hereby make, constitute and appoint each of Hans-Linhard
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.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of May 26, 1999.
GOLDMAN, SACHS & CO. oHG
By: /s/ Andreas Kornlein By: /s/ Sabine Mock
--------------------------------- ---------------------------------
Name: Andreas Kornlein Name: Sabine Mock
<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 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 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
