SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Amendment No. 3
The Goldman Sachs Group, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
38141G 10 4
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(CUSIP Number)
Wallace G. K. Chin
Kamehameha Activities Association
567 South King Street
Honolulu, Hawaii 96813
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Telephone: (808) 523-6299
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
August 21, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
(Continued on following pages)
<PAGE>
CUSIP NO. 38141G 10 4 13D
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1. NAMES OF REPORTING PERSONS
Kamehameha Activities Association
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting of the KAA(1) and the
Estate of Bernice Pauahi Bishop (a) [x]
As to a group consisting of the Covered Persons(1)
and SBCM(1) (b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
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NUMBER OF 7. SOLE VOTING POWER (See Item 6)
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8. SHARED VOTING POWER (See Item 6)
253,045,128 Covered Shares(1)
and Uncovered Shares(1) in the aggregate(2) held
by Covered Persons(1) 10,987,710 shares(2) held by
KAA(1) 16,243,610 shares held by SBCM(1)
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9. SOLE DISPOSITIVE POWER (See Item 6)
10,987,710
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10. SHARED DISPOSITIVE POWER (See Item 6)
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,987,710(3)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%(3)
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14. TYPE OF REPORTING PERSON
00
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--------------------------------
(1) For a definition of this term, please see Item 2.
(2) Each of KAA and the Estate of Bernice Pauahi Bishop may be deemed to be
members of a "group" with SBCM and the Covered Persons. Each of KAA and
the Estate of Bernice Pauahi Bishop disclaims beneficial ownership of
shares of Common Stock held by SBCM and the Covered Persons.
(3) Excludes 253,045,128 and 16,243,610 shares of Common Stock held by the
Covered Persons and SBCM, respectively, as to which each of KAA and the
Estate of Bernice Pauahi Bishop disclaims beneficial ownership of
shares of Common Stock held by SBCM and Covered Persons.
2
<PAGE>
CUSIP NO. 38141G 10 4 13D
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1. NAMES OF REPORTING PERSONS
Estate of Bernice Pauahi Bishop
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting of the KAA(1) and the
Estate of Bernice Pauahi Bishop (a) [x]
As to a group consisting of the Covered Persons(1)
and SBCM(1) (b) [x]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
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NUMBER OF 7. SOLE VOTING POWER (See Item 6)
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8. SHARED VOTING POWER (See Item 6)
253,045,128 Covered Shares(1) and
Uncovered Shares(1) in the aggregate(2) held by
Covered Persons(1) 10,987,710 shares(2) held by
KAA(1) 16,243,610 shares held by SBCM(1)
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9. SOLE DISPOSITIVE POWER (See Item 6)
10,987,710
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10. SHARED DISPOSITIVE POWER (See Item 6)
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,987,710(3)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%(3)
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14. TYPE OF REPORTING PERSON
OO
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-----------------------------
(1) For a definition of this term, please see Item 2.
(2) Each of KAA and the Estate of Bernice Pauahi Bishop may be deemed to be
members of a "group" with SBCM and the Covered Persons. Each of KAA and
the Estate of Bernice Pauahi Bishop disclaims beneficial ownership of
shares of Common Stock held by SBCM and the Covered Persons.
(3) Excludes 253,045,128 and 16,243,610 shares of Common Stock held by the
Covered Persons and SBCM, respectively, as to which each of KAA and the
Estate of Bernice Pauahi Bishop disclaims beneficial ownership of
shares of Common Stock held by SBCM and Covered Persons.
3
<PAGE>
This Amendment No. 3 to the Schedule 13D amends and restates in its
entirety such Schedule 13D. This Amendment No. 3 is being filed because on
August 21, 2000, SBCM converted all 7,440,362 of its shares of Nonvoting
Common Stock, par value $.01 per share (the "Nonvoting Common Stock"), of GS,
Inc. into an equal number of shares of Common Stock.
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of The Goldman Sachs Group, Inc., a Delaware corporation
(together with its subsidiaries and affiliates, "GS Inc."). The address of the
principal executive offices of GS Inc. is 85 Broad Street, New York, New York
10004.
Item 2. Identity and Background
(a), (b), (c), (f) This Schedule 13D is being filed by Kamehameha
Activities Association, a Hawaii not- for-profit corporation ("KAA"), which is
wholly owned by the Estate of Bernice Pauahi Bishop, a private educational
charitable trust organized under the laws of the State of Hawaii (the "Bishop
Estate"). KAA is organized exclusively for the benefit of, and to carry out
the purposes of the Bishop Estate. The Bishop Estate is a private educational
charitable trust organized under the laws of the State of Hawaii for the
purposes of operating primary and secondary educational institutions for the
children of native Hawaiians. The address of KAA's and the Bishop Estate's
principal business and office is 567 South King Street, Honolulu, Hawaii
96813. The name, citizenship, business address and present principal
occupation or employment of the directors and executive officers of each of
KAA and the Bishop Estate is set forth in Annex A to this Schedule 13D.
This Schedule contains certain information relating to (i) certain
managing directors of GS Inc. who beneficially own Common Stock subject to a
Shareholders' Agreement ("Covered Shares"), dated as of May 7, 1999, to which
these managing directors of GS Inc. are party (as amended from time to time,
the "Shareholders' Agreement" and such managing directors, the "Covered
Persons") and (ii) Sumitomo Bank Capital Markets, Inc. ("SBCM"), who may be
deemed to be members of a "group" with KAA or the Bishop Estate. Each of KAA
and the Bishop Estate hereby disclaims beneficial ownership of: (i) the
Covered Shares; (ii) shares of Common Stock which may be purchased from time
to time by Covered Persons for investment purposes which are not subject to
the Shareholders' Agreement ("Uncovered Shares") and (iii) the shares of
Common Stock subject to the Voting Agreement between SBCM and GS Inc. (the
"SBCM Shares"), referred to below (see Item 6). All information contained in
this Schedule relating to the Covered Persons and SBCM has been derived from
the filings of GS Inc. with the Securities and Exchange Commission, including,
but not limited to, the prospectus (the "Prospectus") dated August 1, 2000,
made part of the Registration Statement on Form S-3 filed by GS Inc. (File No.
333-40810) and Amendment No. 6 to Schedule 13D filed by the Covered Persons on
August 8, 2000. The Covered Persons and SBCM each have filed a Schedule 13D
with respect to the shares of Common Stock and other equity securities of GS
Inc. which they beneficially own; the reader is referred to such filings and
any amendments thereto for more recent and complete information relating to
the Covered Persons and SBCM.
(d), (e) Except as described in Annex B, during the last five years,
none of KAA or the Bishop Estate or, to the best knowledge of KAA or the
Bishop Estate, any of their respective executive officers or directors, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any of them been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or financial order
enjoining future violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Common Stock has been acquired by KAA and the Bishop Estate in
exchange for their interests in The Goldman Sachs Group L.P. ("Group L.P.")
and certain of its affiliates.
Item 4. Purpose of Transactions
KAA and the Bishop Estate acquired the Common Stock reported
hereunder in connection with the succession of GS Inc. to the business of
Group L.P. and GS Inc.'s initial public offering. On August 7, 2000, pursuant
to the Prospectus, KAA and Bishop Estate sold 10,987,711 shares of Common
Stock at $99.75 per share in an underwritten public offering and received
$1,065,807,967 in proceeds (after an underwriting discount and before offering
expenses). Except as described in Item 6, none of KAA or the Bishop Estate or
their respective executive officers or directors has any plans or proposals
which relate to or would result in their acquisition of additional Common
Stock or any of the other events described in Item 4(a) through 4(j).
Each of KAA and the Bishop Estate and their respective executive
officers and directors is expected to evaluate on an ongoing basis GS Inc.'s
financial condition and prospects and their interests in and with respect to
GS Inc. Accordingly, each of KAA and the Bishop Estate and their respective
executive officers and directors may change their plans and intentions at any
time and from time to time. In particular, each of KAA and the Bishop Estate
and their respective executive officers and directors may at any time and from
time to time acquire or dispose of shares of Common Stock.
4
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Rows (11) and (13) of the cover pages to this Schedule
(including the footnotes thereto) and Annex A are hereby incorporated by
reference. Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of any shares of Common Stock held by any Covered Person or of the
SBCM Shares.
(b) Rows (7) through (10) of the cover pages to this Schedule and
Annex A including the footnotes thereto set forth the percentage range of
Common Stock as to which there is sole power to vote or direct the vote or to
dispose or direct the disposition, and the number of shares of Common Stock as
to which there is shared power to vote or direct the vote or to dispose or
direct the disposition. The power to vote the Common Stock subject to the
Voting Agreement between KAA, the Bishop Estate and GS Inc. referred to below
(see Item 6) (the "KAA Shares") is shared with the Covered Persons, as
described below in response to Item 6. Each of KAA and the Bishop Estate
hereby disclaims beneficial ownership of any shares of Common Stock held by
any Covered Person or of the SBCM Shares.
(c) Except as described in Annex C, neither KAA or the Bishop
Estate, or to the best knowledge of KAA or the Bishop Estate, any of their
respective executive officers or directors, has effected any transactions in
Common Stock during the past 60 days. Amendment No. 6 to the Schedule 13D
filed by the Covered Persons on August 8, 2000 reports certain transactions in
the Common Stock effected by the Covered Persons during the 60 days preceding
the filing of such Amendment; the reader is referred to such filing for
information relating to such transactions.
(d), (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
KAA VOTING AGREEMENT
KAA and the Trustees of the Bishop Estate have entered into a voting
agreement with GS Inc., dated April 30, 1999 (the "KAA Voting Agreement"), in
which they have agreed to vote their shares of Common Stock and all other
voting securities of GS Inc. in the same manner as a majority of the shares of
Common Stock held by the managing directors of GS Inc. are voted for so long
as they hold voting securities of GS Inc. It is expected that for so long as
the Shareholders' Agreement remains in effect, the KAA Voting Agreement will
result in the shares of Common Stock owned by KAA being voted in the same
manner as the Covered Shares. The Covered Persons and SBCM are not parties to
the KAA Voting Agreement, and the KAA Voting Agreement is not enforceable by
the Covered Persons or SBCM, will continue to exist independent of the
existence of the Shareholders' Agreement and the SBCM Voting Agreement and may
be amended, waived or canceled by GS Inc. without any consent or approval of
the Covered Persons or SBCM. The KAA Voting Agreement is incorporated by
reference as an exhibit to this Schedule 13D and the foregoing summary is
qualified in its entirety by reference thereto.
Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of the Covered Shares.
SHAREHOLDERS' AGREEMENT
GS Inc. has disclosed that the Covered Persons are party to the
Shareholders' Agreement. The Covered Shares subject to the Shareholders'
Agreement are subject to certain voting restrictions and restrictions on
transfer of ownership by the Covered Persons, as more fully set forth in the
Shareholders' Agreement.
Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of the Covered Shares.
SBCM VOTING AGREEMENT
GS Inc. has disclosed that SBCM has entered into a voting agreement
with GS Inc., dated April 30, 1999 (the "SBCM Voting Agreement"), in which
they have agreed to vote their shares of Common Stock and all other voting
securities of GS Inc. in the same manner as a majority of the shares of Common
Stock held by the managing directors of GS Inc. are voted for so long as they
hold voting securities of GS Inc.
Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of the SBCM Shares.
UNDERWRITING AGREEMENT
On August 1, 2000, in connection with the sale by KAA and the Bishop
Estate of shares of Common Stock in a registered underwritten public offering,
KAA and the Bishop Estate entered into three Underwriting Agreements with the
underwriters listed therein (the "Underwriters"). Under the Underwriting
Agreements, KAA and the Bishop Estate agreed to sell an aggregate of
10,987,711 shares of Common Stock to the Underwriters at $99.75 per share, for
settlement on August 7, 2000. Pursuant to the Underwriting Agreements, GS Inc.
has agreed to pay all of the fees and expenses relating to the offering by KAA
and the Bishop Estate, other than (i) fees and expenses of KAA's and the
Bishop Estate's counsel, (ii) any agency fees and commissions or underwriting
commissions or discounts or (iii) any transfer taxes incurred by KAA and the
Bishop Estate in connection with its sale. In addition, pursuant to the
Underwriting Agreements, KAA and the Bishop Estate have agreed to indemnify
the Underwriters against certain liabilities, including those arising under
the Securities Act of 1933, as amended.
This summary of the Underwriting Agreements is qualified in its entirety by
reference to the Underwriting Agreements which are filed as Exhibits to this
Schedule.
5
<PAGE>
On August 7, 2000, the transaction was settled and KAA and the
Bishop Estate received $1,065,807,967 in proceeds (after an underwriting
discount and before its expenses).
Item 7. Material to be Filed as Exhibits
Exhibit Description
A. Voting Agreement, dated as of April 30, 1999, by and among The
Goldman Sachs Group, Inc., The Trustees of the Estate of Bernice
Pauahi Bishop and Kamehameha Activities Association (incorporated by
reference to Exhibit 10.37 to the registration statement on Form S-1
(File No. 333-74449) filed by The Goldman Sachs Group, Inc.).
B. Underwriting Agreement (U.S. Version), dated as of August 1, 2000
(incorporated by reference to Exhibit T to Amendment No. 5 to the
Schedule 13D of The Goldman Sachs Group, Inc. (File No. 005-56295)
filed August 2, 2000).
C. Underwriting Agreement (International Version), dated as of August
1, 2000 (incorporated by reference to Exhibit U to Amendment No. 5
to the Schedule 13D of The Goldman Sachs Group, Inc. (File No.
005-56295) filed August 2, 2000).
D. Underwriting Agreement (Asia/Pacific Version), dated as of August 1,
2000 (incorporated by reference to Exhibit V to Amendment No. 5 to
the Schedule 13D of The Goldman Sachs Group, Inc. (File No.
005-56295) filed August 2, 2000).
6
<PAGE>
ANNEX A
<TABLE>
Information required as to Executive Officers and Directors of KAA and the Bishop Estate, respectively.
<CAPTION>
Name Citizenship Residence or Business Present principal Aggregate
Address occupation and name of Number and
business where such Percentage of
occupation is conducted Common
Stock
Beneficially
Owned
---------------------------- --------------- ---------------------------- ------------------------------ ------------------
<S> <C> <C> <C> <C>
Francis Ahloy Keala USA 567 South King Street Director of Security, None.
Honolulu, Hawaii Health and Safety for
96813 GTE Hawaiian Tel and
Trustee of the Estate of
Bernice Pauahi Bishop
Constance Hee Lau USA 567 South King Street Treasurer, Hawaiian None.
Honolulu, Hawaii Electric Industries, Inc.,
96813 Financial Vice President
and Treasurer, HEI Power
Corp., and Trustee of the
Estate of Bernice Pauahi
Bishop
Ronald Dale Libkuman USA 567 South King Street Attorney at Law and None.
Honolulu, Hawaii Trustee of the Estate of
96813 Bernice Pauahi Bishop
David Paul Coon USA 567 South King Street Trustee of the Estate of None.
Honolulu, Hawaii Bernice Pauahi Bishop
96813
Robert Kalani Uichi USA 567 South King Street President, USS Missouri None.
Kihune Honolulu, Hawaii Memorial Association,
96813 Inc., and Trustee of the
Estate of Bernice Pauahi
Bishop
Judy L. Scoville- USA P.O. Box 3466 Kamehameha Schools None.
Layfield Honolulu, HI 96801 Bishop Estate
Wallace G. K. Chin USA 567 South King Street Controller, Kamehameha None.
Honolulu, Hawaii Schools Bishop Estate,
96813 President, Kamehameha
Activities Association
</TABLE>
7
<PAGE>
ANNEX B
Information required as to proceedings described in Items 2(d) and 2(e)
None.
8
<PAGE>
ANNEX C
Item 5(c). Description of all transactions in the Common Stock effected
during the last 60 days by KAA or the Bishop Estate, or, to the
best knowledge of KAA or the Bishop Estate, their respective
executive officers and directors.
On August 7, 2000, pursuant to the Prospectus, KAA and the Bishop
Estate sold 10,987,711 shares of Common Stock at $99.75 per share in an
underwritten public offering and received $1,065,807,967 in proceeds (after an
underwriting discount and before its expenses).
9
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: August 22, 2000
KAMEHAMEHA ACTIVITIES ASSOCIATION
By: /s/ Wallace G. K. Chin
--------------------------------------------
Name: Wallace G. K. Chin
Title: President
ESTATE OF BERNICE PAUAHI BISHOP
By: /s/ Eric Yeaman
--------------------------------------------
Name: Eric Yeaman
Title: Chief Financial Officer
10
<PAGE>
EXHIBIT INDEX
Exhibit Description
A. Voting Agreement, dated as of April 30, 1999, by and among The
Goldman Sachs Group, Inc., The Trustees of the Estate of
Bernice Pauahi Bishop and Kamehameha Activities Association
(incorporated by reference to Exhibit 10.37 to the registration
statement on Form S-1 (File No. 333-74449) filed by The Goldman
Sachs Group, Inc.).
B. Underwriting Agreement (U.S. Version), dated as of August 1,
2000 (incorporated by reference to Exhibit T to Amendment No. 5
to the Schedule 13D of The Goldman Sachs Group, Inc. (File No.
005-56295) filed August 2, 2000).
C. Underwriting Agreement (International Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit U to
Amendment No. 5 to the Schedule 13D of The Goldman Sachs Group,
Inc. (File No. 005-56295) filed August 2, 2000).
D. Underwriting Agreement (Asia/Pacific Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit V to
Amendment No. 5 to the Schedule 13D of The Goldman Sachs Group,
Inc. (File No. 005-56295) filed August 2, 2000).
11
