UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Orion Power Holdings, Inc.
---------------------------------------------------------------------------
(Name of Issuer)
Common Stock (Par Value $ 0.01 Per Share)
---------------------------------------------------------------------------
(Title of Class of Securities)
686286105
---------------------------------------------------------------------------
(CUSIP Number)
Paul M. Reinstein, Esq. David J. Greenwald, Esq.
Fried, Frank, Harris, Shriver & Jacobson Goldman, Sachs & Co.
One New York Plaza 85 Broad Street
New York, NY 10004 New York, NY 10004
(212) 859-8000 (212) 902-1000
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
November 30, 2000
---------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
*The remainder of this cover page will be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page will not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but will be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 40,851,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
40,851,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,851,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
14 TYPE OF REPORTING PERSON
HC-CO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF-WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 40,851,000
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
40,851,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,851,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.1%
14 TYPE OF REPORTING PERSON
BD-PN-IA
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 17,950,839
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
17,950,839
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,950,839
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 17,950,839
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
17,950,839
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,950,839
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II OFFSHORE, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,136,196
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
7,136,196
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,136,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS II, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,136,196
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
7,136,196
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,136,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II (GERMANY) CIVIL LAW PARTNERSHIP
(WITH LIMITATION OF LIABILITY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 662,112
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
662,112
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
662,112
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
(WITH LIMITATION OF LIABILITY)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 472,839
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
472,839
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,839
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO. oHG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,134,951
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,134,951
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,951
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1998, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 925,335
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
925,335
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,335
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET FUND 1998, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 279,267
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
279,267
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,267
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET 1998, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,204,602
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,204,602
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,204,602
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 10,242,359
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
10,242,359
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,242,359
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III OFFSHORE, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 2,815,747
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,815,747
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS III, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 13,058,106
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
13,058,106
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,058,106
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.8%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 2000, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 219,423.2
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
219,423.2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,423.2
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET 2000, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 219,423.2
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
219,423.2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,423.2
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 146,282.8
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
146,282.8
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,282.8
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET SPECIAL OPPORTUNITIES 2000, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 146,282.8
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
146,282.8
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,282.8
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
ITEM 1. Security and Issuer.
--------------------
This statement on Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock"), of Orion Power Holdings, Inc., a
Delaware corporation (the "Company"). The principal executive offices of
the Company are at 7 East Redwood Street, 10th Floor, Baltimore, Maryland
21202.
ITEM 2. Identity and Background.
------------------------
This statement is being filed by GS Capital Partners II, L.P.
("GSCP II"), GS Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS
Capital Partners II (Germany) Civil Law Partnership ("GSCP II Germany"),
Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P.
("Bridge 1998"), GS Capital Partners III, L.P. ("GSCP III"), GS Capital
Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III
Germany Civil Law Partnership ("GSCP III Germany"), Stone Street Fund 2000,
L.P. ("Stone 2000"), Bridge Special Opportunities Fund 2000, L.P. ("Bridge
2000"; and together with GSCP II, GSCP II Offshore, GSCP II Germany, and
Stone 1998, Bridge 1998, GSCP III, GSCP III Offshore, GSCP III Germany,
Stone 2000, the "Limited Partnerships"), GS Advisors, L.L.C. ("GS
Advisors"), GS Advisors II, L.L.C. ("GS Advisors II"), GS Advisors III,
L.L.C. ("GS Advisors III"), 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 the Limited
Partnerships, GS Advisors, GS Advisors II, GS Advisors III, GS oHG, Stone
1998 L.L.C., Stone 2000 L.L.C., Bridge 2000 L.L.C. and Goldman Sachs,
collectively, the "Filing Persons"). [FN1]
Each of GSCP II, a Delaware limited partnership, GSCP II
Offshore, a Cayman Islands exempted limited partnership, and GSCP II
Germany, a German civil law partnership, was formed for the purpose of
investing in equity and equity-related securities primarily acquired or
issued in leveraged acquisitions, reorganizations and other private equity
transactions. GS Advisors, a Delaware limited liability company is the sole
general partner to GSCP II. GS Advisors II, a Delaware limited liability
company , is the sole general partner to GSCP II Offshore. GS oHG is the
sole managing partner to GSCP II Germany. Stone 1998 and Bridge 1998, each
a Delaware limited partnership, were formed for the purpose of investing in
equity and equity-related securities primarily acquired or issued in
leveraged acquisitions, reorganizations and other private equity
transactions and in other financial instruments. Stone 1998 L.L.C. is the
sole general partner of each of Stone 1998 and the sole managing general
partner of Bridge 1998. Each of GSCP III, a Delaware limited partnership,
GSCP III Offshore, a Cayman Islands exempted limited partnership, and GSCP
III Germany, a German civil law partnership, was formed for the purpose of
investing in equity and equity-related securities primarily acquired or
issued in leveraged acquisitions, reorganizations and other private equity
transactions. GS Advisors III, a Delaware limited liability company, is the
sole general partner of each of GSCP III and GSCP III Offshore. GS oHG is
the sole general partner of GSCP III Germany. Stone 2000 and Bridge 2000,
each a Delaware limited partnership, were formed for the purpose of
investing in equity and equity-related securities primarily acquired or
issued in leveraged acquisitions, reorganizations and other private equity
transactions. Stone 2000 L.L.C. is the sole general partner of Stone 2000.
Bridge 2000 L.L.C. is the sole general partner of Bridge 2000. Goldman
Sachs, a New York limited partnership, is an investment banking firm and a
member of the New York Stock Exchange, Inc. and other national exchanges.
Goldman Sachs is a wholly-owned direct and indirect subsidiary of GS Group.
Goldman Sachs also serves as an investment manager for GSCP II, GSCP II
Offshore, GSCP Germany, GSCP III, GSCP III Offshore and GSCP III Germany
and is the manager of each of GS Advisors, GS Advisors II, GS Advisors III,
GS oHG, Stone 1998 L.L.C., Stone 2000 L.L.C. and Bridge 2000 L.L.C. GS
Group is a Delaware corporation and a holding company that (directly or
indirectly through subsidiaries or affiliated companies or both) is a
leading investment banking organization. The principal business address of
each Filing Person (other than GSCP II Offshore, GSCP III Offshore, GSCP II
Germany, GSCP III Germany and GS oHG) is 85 Broad Street, New York, NY
10004. The principal business address for each of GSCP II Offshore and GSCP
III Offshore is c/o Maples and Calder, P.O. Box 309, Grand Cayman, Cayman
Islands. The principal business address for each of GSCP II Germany, GSCP
III Germany and GS oHG is MesseTurm, 60308 Frankfurt am Main, Germany.
--------
FN1 Neither the present filing nor anything contained herein will be
construed as an admission that any Filing Person constitutes a
"person" for any purpose other than for compliance with Section 13(d)
of the Securities Exchange Act of 1934.
The name, business address and present principal occupation or
employment and citizenship of each director of GS Group are set forth in
Schedule I hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each executive officer of GS Advisors, GS Advisors II and GS
Advisors III are set forth in Schedule II-A-i hereto and are incorporated
herein by reference. The name, business address, present principal
occupation or employment and citizenship of each member of the Principal
Investment Area Investment Committee of Goldman Sachs, which is responsible
for making all investment and management decisions for GS Advisors, GS
Advisors II and GS Advisors III on behalf of Goldman Sachs, are set forth
in Schedule II-A-ii hereto and are incorporated herein by reference. The
name, business address, present principal occupation or employment and
citizenship of each executive officer of Stone 1998 L.L.C. and Stone 2000
L.L.C. are set forth in Schedule II-B-i hereto and are incorporated herein
by reference. The name, business address, present principal occupation or
employment and citizenship of each member of the Stone Street Investment
Committee of Goldman Sachs, which is responsible for making all investment
and management decisions for each of Stone 1998 L.L.C. and Stone 2000
L.L.C. on behalf of Goldman Sachs, are set forth in Schedule II-B-ii hereto
and are incorporated herein by reference. The name, business address,
present principal occupation or employment and citizenship of each
executive officer of Bridge 2000 L.L.C. are set forth on Schedule II-C-i
hereto and are incorporated herein by reference. The name, business
address, present principal occupation or employment and citizenship of each
member of the Bridge Street Special Opportunities Investment Committee of
Goldman Sachs, which is responsible for making all investment and
management decisions for Bridge 2000 L.L.C. on behalf of Goldman Sachs are
set forth on Schedule II-C-ii hereto and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of
Goldman, Sachs & Co. Finanz GmbH, which is the sole managing general
partner of GS oHG, are set forth in the Schedule II-D hereto, to read in
its entirety as attached hereto, and are incorporated herein by reference.
During the last five years, none of the Filing Persons, nor, to
the knowledge of each of the Filing Persons, any of the persons listed on
Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i, II-C-ii or II-D
hereto, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) except as set forth on Schedule
III hereto, has 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 final order
enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
The Filing Persons have entered into a Joint Filing Agreement,
dated as of December 11, 2000, a copy of which is attached hereto as
Exhibit 99.1.
ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
All references in this Item 3 to the number of shares of Common
Stock and the exercise price of the warrants have been adjusted to give
effect to the Company Stock Split referred to below.
Pursuant to the Stockholders' Agreement, dated March 10, 1998, as
amended on January 1, 1999, as amended and restated on June 15, 1999,
November 5, 1999, and April 16, 2000 (the "Stockholders' Agreement"), among
the Company, GSCP II, GSCP III, GSCP II Offshore, GSCP III Offshore,
Goldman, Sachs & Co. Verwaltungs GmbH, as nominee for GSCP II Germany and
as nominee for GSCP III Germany, Stone 1998, Bridge 1998, Stone 2000 and
Bridge 2000, Constellation Enterprises, Inc., Constellation Operating
Services, Inc., Diamond Generating Corporation, Diamond Cayman, Inc.,
Mitsubishi International Corporation, and Tokyo Electric Power Company
International B.V., (i) GSCP II purchased 14,984,097 shares of Common
Stock, and received warrants to purchase 2,966,742 shares of Common Stock
for a total consideration of $149,885,743, which funds have been obtained
from the working capital of GSCP II, (ii) GSCP III purchased 5,653,409
shares of Common Stock, and received warrants to purchase 1,109,886 shares
of Common Stock for a total consideration of $56,534,084, which funds have
been obtained from the working capital of GSCP III, (iii) GSCP II Offshore
purchased 5,956,795 shares of Common Stock, and received warrants to
purchase 1,179,401 shares of Common Stock for a total consideration of
$59,585,743, which funds have been obtained from the working capital of
GSCP II Offshore, (iv) GSCP III Offshore, purchased 1,554,190 shares of
Common Stock, and received warrants to purchase 305,120 shares of Common
Stock for a total consideration of $15,541,909, which funds have been
obtained from the working capital of GSCP III Offshore, (v) Goldman, Sachs
& Co. Verwaltungs GmbH purchased 552,685 shares of Common Stock, and
received warrants to purchase 109,427 shares of Common Stock for a total
consideration of $5,528,512, which funds have been obtained from the
working capital of GSCP II Germany, (vi) Goldman, Sachs & Co. Verwaltungs
GmbH purchased 260,990 shares of Common Stock, and received warrants to
purchase 51,237 shares of Common Stock for a total consideration of
$2,609,898, which funds have been obtained from the working capital of GSCP
III Germany, (vii) Stone 1998 purchased 773,101 shares of Common Stock, and
received warrants to purchase 152,234 shares of Common Stock for a total
consideration of $7,681,660, which funds have been obtained from the
working capital of Stone 1998, (viii) Bridge 1998 purchased 233,322 shares
of Common Stock, and received warrants to purchase 45,945 shares of Common
Stock for a total consideration of $2,318,340, which funds have been
obtained from the working capital of Bridge 1998, (ix) Stone 2000 purchased
18,846 shares of Common Stock, and received warrants to purchase 2,732
shares of Common Stock for a total consideration of $188,464, which funds
have been obtained from the working capital of Stone 2000, and (x) Bridge
2000 purchased 12,564 shares of Common Stock, and received warrants to
purchase 1,820 shares of Common Stock for a total consideration of
$125,643, which funds have been obtained from the working capital of Bridge
2000. As a result of the foregoing, the Limited Partnerships purchased, in
the aggregate, 30,000,000 shares of Common Stock, and received in the
aggregate, warrants to purchase 5,924,544 shares of Common Stock for a
total consideration of $300,000,000. A copy of the Stockholders' Agreement
is attached as Exhibit 99.2 hereto and incorporated by reference herein.
In addition, in April 2000, (i) GSCP III purchased 3,142,974
shares of Common Stock, and received warrants to purchase 336,092 shares of
Common Stock for a total consideration of $48,716,093, which funds have
been obtained from the working capital of GSCP III, (ii) GSCP III Offshore
purchased 864,042 shares of Common Stock, and received warrants to purchase
92,395 shares of Common Stock for a total consideration of $13,392,648,
which funds have been obtained from the working capital of GSCP III
Offshore, (iii) Goldman, Sachs & Co. Verwaltungs GmbH purchased 145,096
shares of Common Stock, and received warrants to purchase 15,516 shares of
Common Stock for a total consideration of $2,248,980, which funds have
been obtained from the working capital of GSCP III Germany, (iv) Stone 2000
purchased 178,733 shares of Common Stock, and received warrants to purchase
19,113 shares of Common Stock for a total consideration of $2,770,366,
which funds have been obtained from the working capital of Stone 2000,
and (v) Bridge 2000 purchased 119,156 shares of Common Stock, and received
warrants to purchase 12,742 shares of Common Stock for a total
consideration of $1,846,911, which funds have been obtained from the
working capital of Bridge 2000. As a result of these purchases, the Limited
Partnerships purchased, in the aggregate, 4,450,000 shares of Common Stock,
and received, in the aggregate, warrants to purchase 475,858 shares of
Common Stock for a total consideration of $68,975,000 (the "April 2000
Purchases").
Of the warrants referred to above, the Limited Partnerships have
received, in the aggregate, warrants to purchase 5,034,257 shares of Common
Stock at an exercise price of $10.00 per share and warrants to purchase
1,366,143 shares of Common Stock at an exercise price of $15.50 per share.
The warrant holders may exercise the warrants for an equivalent number of
shares of Common Stock when accompanied by payment of the full exercise
price. The warrant holders may also exercise the warrants without payment
and would be entitled to a number of shares of Common Stock equivalent to
(x) the difference between the aggregate Current Market Price (as defined
in the Form of Warrant), less the aggregate exercise price, divided by (y)
the Current Market Price of one share of Common Stock. No warrants have
been exercised as of June 30, 2000, and accordingly, all warrants are
outstanding. All of these warrants expire ten years from the date of
issuance. The foregoing description of the warrants is qualified in its
entirety by reference to the Form of Warrant, a copy of which is filed as
Exhibit 99.3 hereto, and is incorporated herein by reference.
On August 10, 2000, the Company effected a 100-for-one stock
split of its Common Stock (the "Company Stock Split").
Between November 14, 2000 and November 30, Goldman Sachs executed
several purchases and sales of Common Stock within the ordinary course of
business:
o On November 14, 2000, Goldman Sachs purchased 47,900 shares
of Common Stock for a total consideration of $1,051,825.00.
o On November 14, 2000, Goldman Sachs purchased 25,000 shares
of Common Stock for a total consideration of $531,250.00.
o On November 14, 2000, Goldman Sachs purchased 2,100 shares
of Common Stock for a total consideration of $45,412.50.
o On November 14, 2000, Goldman Sachs purchased 750 shares of
Common Stock for a total consideration of $16,078.13.
o On November 14, 2000, Goldman Sachs sold 50,000 shares of
Common Stock for a total consideration of $1,069,390.00.
o On November 14, 2000, Goldman Sachs sold 25,000 shares of
Common Stock for a total consideration of $531,250.00.
o On November 14, 2000, Goldman Sachs sold 750 shares of
Common Stock for a total consideration of $16,078.13.
o On November 22, 2000, Goldman Sachs purchased 16,200 shares
of Common Stock for a total consideration of $273,375.00.
o On November 22, 2000, Goldman Sachs purchased 2,300 shares
of Common Stock for a total consideration of $38,525.00.
o On November 22, 2000, Goldman Sachs purchased 1,000 shares
of Common Stock for a total consideration of $16,600.00.
o On November 22, 2000, Goldman Sachs sold 18,100 shares of
Common Stock for a total consideration of $296,387.50.
o On November 22, 2000, Goldman Sachs sold 400 shares of
Common Stock for a total consideration of $6,600.00.
o On November 29, 2000, Goldman Sachs purchased 2,000 shares
of Common Stock for a total consideration of $39,125.00.
o On November 30, 2000, Goldman Sachs purchased 500 shares of
Common Stock for a total consideration of $9,437.50.
o On November 30, 2000, Goldman Sachs sold 2,000 shares of
Common Stock for a total consideration of $37,750.00.
o On November 30, 2000, Goldman Sachs sold 500 shares of
Common Stock for a total consideration of $9,875.00.
As a result of the aforementioned trades, Goldman Sachs acquired
an additional 1,000 shares of Common Stock. The funds used for all of these
trades were obtained from Goldman Sachs' working capital.
None of the individuals listed on Schedules I, II-A-i, II-A-ii,
II-B-i, II-B-ii, II-C-i, II-C-ii or II-D hereto has contributed any funds
or other consideration towards the purchase of the securities of the
Company except insofar as they may have partnership interests in any of the
Filing Persons and have made capital contributions to any of the Filing
Persons, as the case may be.
ITEM 4. Purpose of Transaction.
-----------------------
In March, 1998, certain of the Limited Partnerships and
Constellation Enterprises, Inc. caused the formation of the Company and
entered into the Stockholders' Agreement. Upon formation of the Company,
certain of the Limited Partnerships owned, in the aggregate, approximately
63% of the outstanding Common Stock of the Company. Pursuant to the terms
of the Stockholders' Agreement, as it was amended from time to time, the
Limited Partnerships, in addition to the other stockholders of the Company,
were required to acquire Common Stock of the Company upon the making by the
Company of capital calls. In addition, pursuant to the terms of the
Stockholders' Agreement, the Limited Partnerships were entitled to receive,
upon each sale of shares of Common Stock of the Company prior to the
initial public offering of the Common Stock (the "IPO"), warrants to
purchase up to an aggregate maximum of 6,400,400 shares of Common Stock. As
set forth in Item 3 and Item 5, as a result of these investments in the
Company and the April 2000 Purchases and following the IPO, the Limited
Partnerships beneficially owned in the aggregate approximately 41.1% of the
Company's Common Stock as of November 21, 2000. The Limited Partnerships
acquired their shares for the purpose of obtaining an equity interest in
the Company. The shares of Common Stock which may be deemed beneficially
owned by Goldman Sachs and GS Group (other than through the Limited
Partnerships) were acquired in the ordinary course of business.
None of the Filing Persons or, to the knowledge of the Filing
Persons, any of the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i,
II-B-ii, II-C-i, II-C-ii or II-D hereto has any present plans or intentions
which would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. Three (3)
Directors of the Company are currently employed by Goldman Sachs. These
three (3) directors of the Company include Richard A. Friedman, Co-Head of
Goldman Sachs' Merchant Banking Division, and Head of Goldman Sachs'
Principal Investment Area; Douglas F. Londal, Managing Director of Goldman
Sachs in the Merchant Banking Division; and Terence M. O'Toole, Managing
Director of Goldman Sachs in the Merchant Banking Division. In their
capacity as directors, they will participate, and will have the opportunity
to vote, on matters that are presented to the board of directors of the
Company, including sales of assets, extraordinary corporate transactions,
and changes to the Company's capitalization, dividend policy, business or
corporate structure.
Each of the Filing Persons expects to evaluate on an ongoing
basis the Company's financial condition, business, operations and
prospects, the market price of the Common Stock, conditions in the
securities markets generally, general economic and industry conditions and
other factors. Accordingly, each Filing Person reserves the right to change
its plans and intentions at any time, as it deems appropriate. In
particular, the Filing Persons may purchase additional shares of Common
Stock or may sell shares of Common Stock from time to time in public or
private transactions, may distribute any of the securities in kind to their
partners and/or may enter into privately negotiated derivative transactions
with institutional counterparties to hedge the market risk of some or all
of its positions in the Common Stock or other securities. Any such
transactions may be effected at any time or from time to time (subject to
any applicable limitations imposed on the sale of any of their shares of
Common Stock by the Securities Act of 1933, as amended (the "Securities
Act"), and, in the case of sales by the Limited Partnerships, subject to
the other restrictions described in Item 6). To the knowledge of each
Filing Person, each of the persons listed on Schedules I, II-A-i, II-A-ii,
II-B-i, II-B-ii, II-C-i, II-C-ii or II-D hereto may make the same
evaluation.
ITEM 5. Interests in Securities of the Issuer.
-------------------------------------
(a) As of November 30, 2000, GSCP II beneficially owned, and its
sole general partner, GS Advisors, may be deemed to have beneficially
owned, an aggregate of 17,950,839 shares of Common Stock, by reason of GSCP
II's beneficial ownership of 14,984,097 shares of Common Stock and warrants
to purchase 2,966,742 shares of Common Stock, representing in the aggregate
approximately 18.7% of the shares of Common Stock reported to be
outstanding in the Company's quarterly report on Form 10Q for the period
ended September 30, 2000 (the "10Q").
As of November 30, 2000, GSCP II Offshore beneficially owned, and
its sole general partner, GS Advisors II may be deemed to have beneficially
owned, an aggregate of 7,136,196 shares of Common Stock, by reason of GSCP
II Offshore's beneficial ownership of 5,956,795 shares of Common Stock and
warrants to purchase 1,179,401 shares of Common Stock, representing in the
aggregate approximately 7.6% of the shares of Common Stock reported to be
outstanding in the 10Q.
As of November 30, 2000, GS II Germany beneficially owned an
aggregate of 662,112 shares of Common Stock, by reason of GSCP II Germany's
beneficial ownership of 552,685 shares of Common Stock and warrants to
purchase 109,427 shares of Common Stock representing in the aggregate
approximately 0.7% of the shares of Common Stock reported to be outstanding
in the 10Q.
As of November 30, 2000, Stone 1998 beneficially owned an
aggregate of 925,335 shares of Common Stock, by reason of Stone 1998's
beneficial ownership of 773,101 shares of Common Stock and warrants to
purchase 152,234 shares of Common Stock representing in the aggregate
approximately 1.0% of the shares of Common Stock reported to be outstanding
in the 10Q.
As of November 30, 2000, Bridge 1998 beneficially owned an
aggregate of 279,267 shares of Common Stock, by reason of Bridge 1998's
beneficial ownership of 233,322 shares of Common Stock and warrants to
purchase 45,945 shares of Common Stock representing in the aggregate
approximately 0.3% of the shares of Common Stock reported to be outstanding
in the 10Q.
As of November 30, 2000, GSCP III beneficially owned, and its
sole general partner, GS Advisors III may be deemed to have beneficially
owned, an aggregate of 10,242,359 shares of Common Stock, by reason of GSCP
III's beneficial ownership of 8,796,383 shares of Common Stock and warrants
to purchase 1,445,976 shares of Common Stock representing in the aggregate
approximately 10.8% of the shares of Common Stock reported to be
outstanding in the 10Q.
As of November 30, 2000, GSCP III Offshore beneficially owned,
and its sole general partner, GS Advisors III, may be deemed to have
beneficially owned, an aggregate of 2,815,747 shares of Common Stock, by
reason of GSCP III Offshore's beneficial ownership of 2,418,232 shares of
Common Stock and warrants to purchase 397,515 shares of Common Stock,
representing in the aggregate approximately 3.0% of the shares of Common
Stock reported to be outstanding in the 10Q.
As of November 30, 2000, GSCP III Germany beneficially owned an
aggregate of 472,839 shares of Common Stock, by reason of GSCP III
Germany's beneficial ownership of 406,086 shares of Common Stock and
warrants to purchase 66,753 shares of Common Stock, representing in the
aggregate approximately 0.5% of the shares of Common Stock reported to be
outstanding in the 10Q.
As of November 30, 2000, Stone 2000 beneficially owned, and its
sole general partner, Stone 2000 L.L.C. may be deemed to have beneficially
owned, an aggregate of 219,423.2 shares of Common Stock, by reason of Stone
2000's beneficial ownership of 197,579 shares of Common Stock and warrants
to purchase 21,844.2 shares of Common Stock, representing in the aggregate
approximately 0.2% of the shares of Common Stock reported to be outstanding
in the 10Q.
As of November 30, 2000, Bridge 2000 beneficially owned, and its
sole general partner, Bridge 2000 L.L.C., may be deemed to have
beneficially owned, an aggregate of 146,282.8 shares of Common Stock, by
reason of Bridge 2000's beneficial ownership of 131,720 shares of Common
Stock and warrants to purchase 14,562.8 shares of Common Stock,
representing in the aggregate approximately 0.2% of the shares of Common
Stock reported to be outstanding in the 10Q.
As of November 30, 2000, GS oHG may be deemed to have
beneficially owned, an aggregate of 958,771 shares of Common Stock and
warrants to purchase 176,180 shares of Common Stock, representing in the
aggregate approximately 1.2% of the shares of Common Stock reported to be
outstanding in the 10Q.
As of November 30, 2000, Stone 1998 LLC may be deemed to have
beneficially owned, an aggregate of 1,006,423 shares of Common Stock and
warrants to purchase 198,179 shares of Common Stock, representing in the
aggregate, approximately 1.3% of the shares of Common Stock reported to be
outstanding in the 10Q.
As of November 30, 2000, each of Goldman Sachs and GS Group may
be deemed to have beneficially owned, an aggregate of 40,851,400 shares of
Common Stock, representing in the aggregate approximately 41.1% of the
shares of Common Stock reported to be outstanding as of November 30, 2000
by the Company, consisting of (i) 40,850,400 shares of Common Stock
beneficially owned by the Limited Partnerships as described above, and (ii)
1,000 shares of Common Stock acquired by Goldman Sachs in ordinary trading
activities.
GS Group and Goldman Sachs each disclaim beneficial ownership of
the shares of Common Stock beneficially owned by the Limited Partnerships
to the extent of partnership interests in the Limited Partnerships held by
persons other than GS Group, Goldman Sachs or their affiliates.
None of the Filing Persons or, to the knowledge of the Filing
Persons, the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i,
II-B-ii, II-C or II-D hereto beneficially owns any shares of Common Stock
as of November 30, 2000, other than as set forth herein.
(b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Common Stock
beneficially owned by such Filing Person as indicated on pages 2 through 20
above.
(c) Schedule IV sets forth transactions in the Common Stock which
have been effected during the period from October 1, 2000 through November
30, 2000, all of which were effected in the ordinary course of business of
Goldman Sachs. The transactions in the Common Stock, described in Schedule
IV, were effected on The New York Stock Exchange, Inc. The total
consideration (exclusive of commissions) for the shares of Common Stock
purchased during this period was approximately $2,011,689.
Except as set forth on Schedule IV, no transactions in the Common
Stock were effected by the Filing Persons, or, to the knowledge of any of
the Filing Persons, any of the persons listed on Schedules I, II-A-i,
II-A-ii, II-B-i, II-B-ii, II-C-i, II-C-ii and II-D hereto, during the
period from October 1, 2000 through November 30, 2000.
(d) No other person is known by any Filing Person to have the
right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Common Stock beneficially
owned by any Filing Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
--------------------------------------------------------
The responses set forth in Items 3 and 4 of this Schedule 13D are
incorporated herein by reference in their entirety.
Stockholders' Agreement
-----------------------
The Stockholders' Agreement provides that the Company's
certificate of incorporation and bylaws are to provide for indemnification,
advancement of expenses and limitation of the personal liability of the
Company's directors to the fullest extent permitted by law, and that such
provisions may not be amended, repealed or otherwise modified in any manner
adverse to any director until at least six years from the closing of the
IPO. In addition, pursuant to the Stockholders' Agreement, all transactions
between the Company and any of its stockholders or their affiliates shall
occur only after arms-length negotiations which result in market-based
price, terms and conditions, which provision shall survive the closing of
the IPO. The foregoing description of the Stockholders' Agreement is
qualified in its entirety by reference to the Stockholders' Agreement, a
copy of which is filed as Exhibit 99.2 hereto, and is incorporated herein
by reference.
Underwriting Agreement
----------------------
In connection with the IPO, an Underwriting Agreement, dated
November 13, 2000 (the "Underwriting Agreement"), was entered into by the
Company, Constellation Operating Services, Inc., Constellation Enterprises,
Inc. and Goldman Sachs, Credit Suisse First Boston Corporation, Deutsche
Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporation, as representatives of the underwriters
listed in Schedule I thereto (the "Underwriters"). The Underwriting
Agreement provides for (i) the Company to issue and sell to the
Underwriters an aggregate of 24,279,032 shares of Common Stock and the
Underwriters to receive option to purchase up to an additional 4,125,000
shares of Common Stock and (ii) the stockholders of the Company named in
Schedule II thereto (the "Selling Stockholders") to sell to the
Underwriters an aggregate of 3,220,968 shares of Common Stock, with each
Selling Stockholder selling the number of shares of Common Stock indicated
in Schedule II thereto. The initial public offering price in the IPO was
$20.00 per share. Under the Underwriting Agreement, the Underwriters
purchased the Common Stock net of an underwriting discount of $1.25 per
share. The Underwriting Agreement contains standard terms and conditions
for public offerings, including customary representations and warranties
and indemnity provisions. The foregoing description of the Underwriting
Agreement is qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is filed as Exhibit 99.4 hereto, and is
incorporated herein by reference.
Lock-Up Agreement
-----------------
In connection with the IPO, pursuant to a letter agreement dated
November 17, 2000 (the "Lock-Up Agreement") each of the Limited
Partnerships has agreed that, during the period beginning on the date of
the final prospectus (November 13, 2000) and continuing to and including
the date 180 days thereafter, the Limited Partnerships will not offer,
sell, contract to sell, pledge, grant any option to purchase, make any
short sale or otherwise dispose of any shares of Common Stock or any
securities convertible into, exchangeable for or which represent the right
to receive shares of Common Stock, other than by making certain types of
gifts meeting conditions pre-defined in the Lock-Up Agreement. The
foregoing description of the Lock-Up Agreement is qualified in its entirety
by reference to the Lock-Up Agreement, a copy of which is filed as Exhibit
99.5 hereto, and is incorporated herein by reference.
Certificate of Incorporation
----------------------------
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, (the "Certificate of Incorporation"), so long as affiliates
of Goldman Sachs own 5% or more of the Company's outstanding voting
securities or exercise a "controlling influence" over the Company (within
the meaning of the Public Utility Holding Company Act "PUHCA"), the Company
may not without the prior written consent of Goldman Sachs acquire,
directly or indirectly, any of the voting securities of, and will not
become, a "public-utility company", or an "affiliate" or a "subsidiary
company" or a "holding company" (as those terms are defined in PUHCA) with
respect to any such public utility company, and the Company will not become
a "public utility" (as such term is defined in the Federal Power Act
("FPA")), in each case so long as PUHCA and/or the FPA are in effect and so
long as acquiring any such securities or becoming any of the entities
identified above imposes material regulatory or other restrictions on the
Company, Goldman Sachs or its affiliates, or any other stockholder. The
Certificate of Incorporation, however, does not in any way restrict or
prohibit the Company from becoming, or require the prior written consent of
Goldman Sachs for the Company to become, a "public-utility" under the FPA
solely by reason of the Company's (1) ownership of any "exempt wholesale
generator" (as such term is defined in PUHCA) or any "qualifying facility"
(as such term is defined in the Public Utility Regulatory Policies Act of
1978), (2) authority to directly or through an affiliate or subsidiary
market or broker wholesale power including related services or (3)
ownership of electric transmission facilities relating to an exempt
wholesale generator or qualifying facility, that is subject to the FPA, or
from making other necessary filings to effectuate the acquisition of
electric generating assets located in the United States or Canada not
otherwise prohibited by this provision of the Certificate of Incorporation.
This provision may not be amended, modified or repealed without the prior
written consent of Goldman Sachs and its affiliates for as long as Goldman
Sachs and its affiliates own 5% or more of the Company's outstanding voting
securities or exercise a "controlling influence" over the Company within
the meaning of PUHCA. The foregoing description of the Certificate of
Incorporation is qualified in its entirety by reference to the Certificate
of Incorporation, a copy of which is filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 filed on October 27, 2000, and is
incorporated herein by reference.
November Agreement
------------------
Pursuant to an agreement dated November 13, 2000 (the "November
Agreement"), by and among the Company the Limited Partnerships, if Goldman
Sachs Entities (as defined in the November Agreement) are no longer in the
aggregate a controlling shareholder in the Company but still own 5% or more
of the Company's outstanding securities, and the Company wishes to engage
in any activities that will subject the Company to regulation under PUHCA
and which are prohibited under the Certificate of Incorporation without the
consent of Goldman Sachs Entities, Goldman Sachs Entities will negotiate in
good faith with the Company to structure the transaction or its ownership
interest in the Company so as to avoid material regulatory or other
restrictions on the Company or Goldman Sachs Entities. The foregoing
description of the November Agreement is qualified in its entirety by
reference to the November Agreement, a copy of which is filed as Exhibit
99.6 hereto, and is incorporated herein by reference.
Registration Rights Agreement
-----------------------------
Pursuant to an Amended and Restated Registration Rights
Agreement, dated April 26, 2000 (the "Registration Rights Agreement"), by
and among the Company, Goldman, Sachs & Co. Verwaltungs GmbH, as nominee
for GSCP II Germany and as nominee for GSCP III Germany, Stone 1998, Bridge
1998, Stone 2000, and Bridge 2000, Constellation Enterprises, Inc.,
Constellation Operating Services, Inc., Diamond Generating Corporation,
Diamond Cayman, Inc., Mitsubishi International Corporation and Tokyo
Electric Power Company International B.V.; each of GSCP II and affiliated
investment partnerships, Constellation Enterprises, Constellation Operating
Services, certain affiliates of Mitsubishi Corporation and Tokyo Electric
Power Company International has been granted registration rights by the
Company pursuant to which each stockholder may require the Company from
time to time after the expiration of six months from this offering, to
register their shares of Common Stock for sale to the public under the
Securities Act. In addition, each of the Company's stockholders has
piggyback registration rights that allow them to include their shares of
Common Stock in registration statements initiated by the Company. These
registration rights are subject to conditions and limitations, including
the right of the underwriters of an offering to limit the number of shares
included in a registration statement. The foregoing description of the
Registration Rights Agreement, is qualified in its entirety by reference to
the Registration Rights Agreement, a copy of which is filed as Exhibit 99.7
hereto, and is incorporated herein by reference.
Except as described herein, none of the Filing Persons or, to the
knowledge of each of the Filing Persons, any of the persons listed on
Schedules I, II-A-i, II-A-ii, II-B-i, II-B-ii, II-C-i, II-C-ii or II-D
hereto is a party to any contract arrangement, understanding or
relationship with respect to the securities of the Company.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 99.1 Joint Filing Agreement, dated as of December 11, 2000, among
The Goldman Sachs Group, Inc., Goldman, Sachs & Co., GS
Capital Partners II, L.P., GS Advisors, L.L.C., GS Capital
Partners II Offshore, L.P., GS Advisors II, L.L.C., GS
Capital Partners II (Germany) Civil Law Partnership (with
limitation of liability), GS Capital Partners III Germany
Civil Law Partnership (with limitation of liability),
Goldman, Sachs & Co. oHG, Stone Street Fund 1998, L.P.,
Bridge Street Fund 1998, L.P., Stone Street 1998, L.L.C., GS
Capital Partners III, L.P., GS Capital Partners III
Offshore, L.P., GS Advisors III, L.L.C., Stone Street Fund
2000, L.P., Stone Street 2000, L.L.C., Bridge Street Special
Opportunities Fund 2000, L.P., Bridge Street Special
Opportunities 2000, L.L.C.
Exhibit 99.2 Third Amended and Restated Stockholders' Agreement, dated
April 26, 2000, by and among Orion Power Holdings, Inc., GS
Capital Partners II, L.P., GS Capital Partners III, L.P., GS
Capital Partners II Offshore, L.P., GS Capital Partners III,
L.P., GS Capital Partners II Offshore, L.P., GS Capital
Partners III Offshore, Goldman, Sachs & Co. Verwaltungs
GmbH, as nominee for GS Capital Partners II (Germany) Civil
Law Partnership and as nominee for GS Capital Partners III
Germany Civil Law Partnership, Stone Street Fund 1998, L.P.,
Bridge Street Fund 1998, L.P., Stone Street Fund 2000, L.P.
and Bridge Street Fund 2000, L.P., Constellation
Enterprises, Inc., Constellation Operating Services, Inc.,
Diamond Generating Corporation, Diamond Cayman, Inc.,
Mitsubishi International Corporation, and Tokyo Electric
Power Company International B.V.
Exhibit 99.3 Form of Warrant.
Exhibit 99.4 Underwriting Agreement dated November 13, 2000, among Orion
Power Holdings, Inc., Constellation Operating Services,
Inc., Constellation Enterprises Inc. and Goldman, Sachs &
Co., Credit Suisse First Boston Corporation, Deutsche Bank
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated as the
representatives of the Underwriters named in Schedule I
thereto.
Exhibit 99.5 Lock-Up Agreement dated November 17, 2000, among GS Capital
Partners III, L.P, GS Capital Partners II, L.P., GS Capital
Partners III Offshore, L.P., GS Capital Partners II
Offshore, L.P., Goldman, Sachs & Co. Verwaltungs, Gmbh,
Goldman, Sachs & Co. Verwaltungs, Gmbh, Stone Street Fund
1998, L.P., Bridge Street Fund 1998, L.P., Stone Street Fund
2000, L.P., Bridge Street Special Opportunities Fund 2000,
L.P.
Exhibit 99.6 Agreement dated November 13, 2000, by and among Orion Power
Holdings, Inc., GS Capital Partners II, L.P., GS Capital
Partners II Offshore, L.P., Goldman, Sachs & Co. Verwaltungs
GmbH, as nominee for GS Capital Partners II (Germany) Civil
Law Partnership, and as nominee for GS Capital Partners III
Germany Civil Law Partnership, GS Capital Partners III,
L.P., GS Capital Partners III Offshore, L.P., Bridge Street
Fund 1998, L.P., Bridge Street Special Opportunities 2000,
L.P., Stone Street Fund 1998, L.P., and Stone Street Fund
2000, L.P.
Exhibit 99.7 Amended and Restated Registration Rights Agreement, dated
April 26, 2000, by and among Orion Power Holdings, Inc.,
Goldman, Sachs & Co. Verwaltungs GmbH, as nominee for GS
Capital Partners II (Germany) Civil Law Partnership, and as
nominee for GS Capital Partners III Germany Civil Law
Partnership, Stone Street Fund 1998, L.P., Bridge Street
Fund 1998, L.P., Stone Street Fund 2000, L.P., and Bridge
Street Special Opportunities 2000, L.P., Constellation
Enterprises, Inc., Constellation Operating Services, Inc.,
Diamond Generating Corporation, Diamond Cayman, Inc.,
Mitsubishi International Corporation and Tokyo Electric
Power Company International B.V.
Exhibit 99.8 Power of Attorney, dated December 8, 2000, relating to
The Goldman Sachs Group, Inc.
Exhibit 99.9 Power of Attorney, dated December 8, 2000, relating to
Goldman Sachs & Co.
Exhibit 99.10 Power of Attorney, dated January 31, 2000, relating to
GS Capital Partners II, L.P.
Exhibit 99.11 Power of Attorney, dated February 1, 2000, relating to
GS Advisors, L.L.C.
Exhibit 99.12 Power of Attorney, dated January 31, 2000, relating to
GS Capital Partners II Offshore, L.P.
Exhibit 99.13 Power of Attorney, dated February 1, 2000, relating to
GS Advisors II, L.L.C.
Exhibit 99.14 Power of Attorney, dated November 5, 2000, relating to
GS Capital Partners II (Germany) Civil Law Partnership
(with limitation of liability)
Exhibit 99.15 Power of Attorney, dated October 7, 1999 relating to GS
Capital Partners III Germany Civil Law Partnership
(with limitation of liability)
Exhibit 99.16 Power of Attorney, dated March 28, 2000, relating to
Goldman, Sachs & Co. oHG.
Exhibit 99.17 Power of Attorney, dated December 16, 1999, relating to
Stone Street Fund 1998, L.P.
Exhibit 99.18 Power of Attorney, dated December 16, 1999, relating to
Bridge Street Fund 1998, L.P.
Exhibit 99.19 Power of Attorney, dated December 16, 1999, relating to
Stone Street 1998, L.L.C.
Exhibit 99.20 Power of Attorney, dated January 31, 2000, relating to
GS Capital Partners III, L.P.
Exhibit 99.21 Power of Attorney, dated January 31, 2000, relating to
GS Capital Partners III Offshore, L.P.
Exhibit 99.22 Power of Attorney, dated January 21, 2000, relating to
GS Advisors III, L.L.C.
Exhibit 99.23 Power of Attorney, dated March 20, 2000, relating to
Stone Street Fund 2000, L.P.
Exhibit 99.24 Power of Attorney, dated March 20, 2000, relating to
Stone Street 2000, L.L.C.
Exhibit 99.25 Power of Attorney, dated December 6, 2000, relating to
Bridge Street Special Opportunities Fund 2000, L.P.
Exhibit 99.26 Power of Attorney, dated December 6, 2000, relating to
Bridge Street Special Opportunities 2000, L.L.C.
<PAGE>
SIGNATURE
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.
December 11, 2000
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Hans L. Reich
--------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
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 ADVISORS, L.L.C.
By: /s/ Hans L. Reich
--------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
<PAGE>
GS CAPITAL PARTNERS II
OFFSHORE, L.P.
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 II
(GERMANY) CIVIL LAW PARTNERSHIP
(with limitation of liability)
By: /s/ Hans L. Reich
--------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
GS CAPITAL PARTNERS III
GERMANY CIVIL LAW PARTNERSHIP
(with limitation of liability)
By: /s/ Hans L. Reich
--------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
<PAGE>
GOLDMAN, SACHS & CO. oHG
By: /s/ Hans L. Reich
--------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
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
GS CAPITAL PARTNERS III, L.P.
By: /s/ Hans L. Reich
--------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
<PAGE>
GS CAPITAL PARTNERS III
OFFSHORE, L.P.
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
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
<PAGE>
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
------------------------
<PAGE>
EXHIBITS
Exhibit 99.1 Joint Filing Agreement, dated as of December 11, 2000,
among The Goldman Sachs Group, Inc., Goldman, Sachs &
Co., GS Capital Partners II, L.P., GS Advisors, L.L.C.,
GS Capital Partners II Offshore, L.P., GS Advisors II,
L.L.C., GS Capital Partners II (Germany) Civil Law
Partnership (with limitation of liability), GS Capital
Partners III Germany Civil Law Partnership (with
limitation of liability), Goldman, Sachs & Co. oHG,
Stone Street Fund 1998, L.P., Bridge Street Fund 1998,
L.P., Stone Street 1998, L.L.C., GS Capital Partners
III, L.P., GS Capital Partners III Offshore, L.P., GS
Advisors III, L.L.C., Stone Street Fund 2000, L.P.,
Stone Street 2000, L.L.C., Bridge Street Special
Opportunities Fund 2000, L.P., Bridge Street Special
Opportunities 2000, L.L.C.
Exhibit 99.2 Third Amended and Restated Stockholders' Agreement,
dated April 26, 2000, by and among Orion Power
Holdings, Inc., GS Capital Partners II, L.P., GS
Capital Partners III, L.P., GS Capital Partners II
Offshore, L.P., GS Capital Partners III, L.P., GS
Capital Partners II Offshore, L.P., GS Capital Partners
III Offshore, Goldman, Sachs & Co. Verwaltungs GmbH, as
nominee for GS Capital Partners II (Germany) Civil Law
Partnership and as nominee for GS Capital Partners III
Germany Civil Law Partnership, Stone Street Fund 1998,
L.P., Bridge Street Fund 1998, L.P., Stone Street Fund
2000, L.P. and Bridge Street Fund 2000, L.P.,
Constellation Enterprises, Inc., Constellation
Operating Services, Inc., Diamond Generating
Corporation, Diamond Cayman, Inc., Mitsubishi
International Corporation, and Tokyo Electric Power
Company International B.V.
Exhibit 99.3 Form of Warrant.
Exhibit 99.4 Underwriting Agreement dated November 13, 2000, among
Orion Power Holdings, Inc., Constellation Operating
Services, Inc., Constellation Enterprises Inc. and
Goldman, Sachs & Co., Credit Suisse First Boston
Corporation, Deutsche Bank Securities Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. Incorporated as the representatives of
the Underwriters named in Schedule I thereto.
Exhibit 99.5 Lock-Up Agreement dated November 17, 2000, among GS
Capital Partners III, L.P, GS Capital Partners II,
L.P., GS Capital Partners III Offshore, L.P., GS
Capital Partners II Offshore, L.P., Goldman, Sachs &
Co. Verwaltungs, Gmbh, Goldman, Sachs & Co.
Verwaltungs, Gmbh, Stone Street Fund 1998, L.P., Bridge
Street Fund 1998, L.P., Stone Street Fund 2000, L.P.,
Bridge Street Special Opportunities Fund 2000, L.P.
Exhibit 99.6 Agreement dated November 13, 2000, by and among Orion
Power Holdings, Inc., GS Capital Partners II, L.P., GS
Capital Partners II Offshore, L.P., Goldman, Sachs &
Co. Verwaltungs GmbH, as nominee for GS Capital
Partners II (Germany) Civil Law Partnership, and as
nominee for GS Capital Partners III Germany Civil Law
Partnership, GS Capital Partners III, L.P., GS Capital
Partners III Offshore, L.P., Bridge Street Fund 1998,
L.P., Bridge Street Special Opportunities 2000, L.P.,
Stone Street Fund 1998, L.P., and Stone Street Fund
2000, L.P.
Exhibit 99.7 Amended and Restated Registration Rights Agreement,
dated April 26, 2000, by and among Orion Power
Holdings, Inc., Goldman, Sachs & Co. Verwaltungs GmbH,
as nominee for GS Capital Partners II (Germany) Civil
Law Partnership, and as nominee for GS Capital Partners
III Germany Civil Law Partnership, Stone Street Fund
1998, L.P., Bridge Street Fund 1998, L.P., Stone Street
Fund 2000, L.P., and Bridge Street Special
Opportunities 2000, L.P., Constellation Enterprises,
Inc., Constellation Operating Services, Inc., Diamond
Generating Corporation, Diamond Cayman, Inc.,
Mitsubishi International Corporation and Tokyo Electric
Power Company International B.V.
Exhibit 99.8 Power of Attorney, dated December 8, 2000, relating to
The Goldman Sachs Group, Inc.
Exhibit 99.9 Power of Attorney, dated December 8, 2000, relating to
Goldman Sachs & Co.
Exhibit 99.10 Power of Attorney, dated January 31, 2000, relating to
GS Capital Partners II, L.P.
Exhibit 99.11 Power of Attorney, dated February 1, 2000, relating to
GS Advisors, L.L.C.
Exhibit 99.12 Power of Attorney, dated January 31, 2000, relating to
GS Capital Partners II Offshore, L.P.
Exhibit 99.13 Power of Attorney, dated February 1, 2000, relating to
GS Advisors II, L.L.C.
Exhibit 99.14 Power of Attorney, dated November 5, 2000, relating to
GS Capital Partners II (Germany) Civil Law Partnership
(with limitation of liability)
Exhibit 99.15 Power of Attorney, dated October 7, 1999 relating to GS
Capital Partners III Germany Civil Law Partnership
(with limitation of liability)
Exhibit 99.16 Power of Attorney, dated March 28, 2000, relating to
Goldman, Sachs & Co. oHG.
Exhibit 99.17 Power of Attorney, dated December 16, 1999, relating to
Stone Street Fund 1998, L.P.
Exhibit 99.18 Power of Attorney, dated December 16, 1999, relating to
Bridge Street Fund 1998, L.P.
Exhibit 99.19 Power of Attorney, dated December 16, 1999, relating to
Stone Street 1998, L.L.C.
Exhibit 99.20 Power of Attorney, dated January 31, 2000, relating to
GS Capital Partners III, L.P.
Exhibit 99.21 Power of Attorney, dated January 31, 2000, relating to
GS Capital Partners III Offshore, L.P.
Exhibit 99.22 Power of Attorney, dated January 21, 2000, relating to
GS Advisors III, L.L.C.
Exhibit 99.23 Power of Attorney, dated March 20, 2000, relating to
Stone Street Fund 2000, L.P.
Exhibit 99.24 Power of Attorney, dated March 20, 2000, relating to
Stone Street 2000, L.L.C.
Exhibit 99.25 Power of Attorney, dated December 6, 2000, relating to
Bridge Street Special Opportunities Fund 2000, L.P.
Exhibit 99.26 Power of Attorney, dated December 6, 2000, relating to
Bridge Street Special Opportunities 2000, L.L.C.
<PAGE>
SCHEDULE I
----------
<TABLE>
The name of each director of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below except John L. Thornton, Sir John Browne,
James A. Johnson, John H. Bryan and Ruth J. Simmons is 85 Broad Street, New York, NY 10004. The
business address of John L. Thornton is 133 Fleet Street, London EC4A 2BB, England. The business
address of Sir John Browne is BP Amoco plc, Brittanic House, 1 Finsbury Circus, London EC2M,
England. The business address of James A. Johnson is Fannie Mae, 3900 Wisconsin Avenue NW,
Washington, D.C. 20016. The business address of John H. Bryan is Three First National Plaza,
Chicago, IL 60602-4260. The business address of Ruth J. Simmons is Office of the President,
Smith College, College Hall Room 20, Northhampton, MA 01063.
Each person is a citizen of the United States of America except for Sir John Browne, who is
a citizen of the United Kingdom. The present principal occupation or employment of each of the
listed persons is set forth below.
<CAPTION>
Name Present Principal Occupation
-------------------------------------------------------------------------------------------------
<S> <C>
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
Robert J. Hurst Vice Chairman of The Goldman Sachs Group, Inc.
John A. Thain President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
John L. Thornton President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc.
Sir John Browne Group Chief Executive of BP Amoco plc
James A. Johnson Chairman of the Executive Committee of the Board of Fannie Mae
John H. Bryan Chairman and Chief Executive Officer of Sara Lee Corporation
Ruth J. Simmons President of Smith College
John L. Weinberg Senior Chairman of The Goldman Sachs Group, Inc.
</TABLE>
Page xx of xx pages
<PAGE>
SCHEDULE II-A-i
---------------
The name, position and present principal occupation of each
executive officer of GS Advisors, L.L.C., the sole general partner of GS
Capital Partners II, L.P., the name, position and present principal
occupation of each executive officer of GS Advisors II, L.L.C., the sole
general partner of GS Capital Partners II Offshore, L.P. and the name,
position and present principal occupation of each executive officer of GS
Advisors III, L.L.C., the sole general partner of GS Capital Partners III,
L.P. and GS Capital Partners III Offshore, L.P., are set forth below.
The business address for all the executive officers listed below
except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Xiang-Dong Yang, Peter Schiefer, Atul Kapur, Michel A.
Plantevin, Mary Nee and Ulrika Werdelin is 85 Broad Street, New York, New
York 10004. The business address of Richard S. Sharp, Barry S. Volpert,
Antoine L. Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer,
Atul Kapur, Michel A. Plantevin and Ulrika Werdelin is 133 Fleet Street,
London EC4A 2BB, England. The business address of Syaru (Shirley) Lin,
Xiang-Dong Yang and Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Gene T. Sykes and Randall
A. Blumenthal is 2765 Sand Hill Road, Menlo Park, CA 94025.
All executive officers listed below are United States citizens
except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E.
Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel A.
Plantevin, and Ulrika Werdelin. Richard S. Sharp is a citizen of the United
Kingdom. Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen of
Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel A. Plantevin are
citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Peter
Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of Sweden.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Assistant Secretary Managing Director of Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co.
Dan H. Jester Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Xiang-Dong Yang Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Peter Schiefer Vice President Vice President of Goldman Sachs International
Abraham Bleiberg Vice President Vice President of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Vice President of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Vice President of Goldman, Sachs & Co.
Ronald H. Jacobe Vice President Vice President of Goldman, Sachs & Co.
Atul Kapur Vice President Vice President of Goldman Sachs International
Michel A. Plantevin Vice President Vice President of Goldman Sachs International
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Vice President of Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/Assistant Secretary Vice President of Goldman, Sachs & Co.
Ulrika Werdelin Vice President Vice President of Goldman Sachs International
</TABLE>
Page xx of xx pages
<PAGE>
SCHEDULE II-A-ii
----------------
<TABLE>
The name and principal occupation of each member of the Principal Investment Area Investment Committee of
Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing GS Advisors, L.L.C., GS
Advisors II, L.L.C. and GS Advisors III, L.L.C., are set forth below.
The business address for each member listed below except Gene T. Sykes, Richard S. Sharp, Barry S.
Volpert, Scott B. Kapnick and Antoine L. Schwartz is 85 Broad Street, New York, New York 10004. The business
address of Gene T. Sykes is 2765 Sand Hill Road, Menlo Park, CA 94025. The business address of Richard S.
Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine L. Schwartz is 133 Fleet Street, London EC4A 2BB, England.
All members listed below except Richard S. Sharp, Sanjeev K. Mehra and Antoine L. Schwartz are United
States citizens. Richard S. Sharp is a citizen of the United Kingdom, Sanjeev K. Mehra is a citizen of India
and Antoine L. Schwartz is a citizen of France.
<CAPTION>
Name Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C>
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Robin Neustein Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director of Goldman, Sachs & Co.
Robert V. Delaney Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Managing Director of Goldman Sachs International
Barry S. Volpert Managing Director of Goldman Sachs International
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
Scott B. Kapnick Managing Director of Goldman Sachs International
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Antoine L. Schwartz Managing Director of Goldman Sachs International
</TABLE>
Page xx of xx pages
<PAGE>
SCHEDULE II-B-i
---------------
<TABLE>
The name, position and present principal occupation of each executive officer of Stone Street 1998, L.L.C.,
the sole general partner of Stone Street Fund 1998, L.P. and the managing general partner of Bridge Street Fund
1998, L.P., and the name, position and present principal occupation of each executive officer of Stone Street 2000,
L.L.C., the sole general partner of Stone Street Fund 2000, L.P., are set forth below.
The business address for all the executive officers listed below except Gene T. Sykes, Richard S. Sharp,
Barry S. Volpert, Antoine L. Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin, Stephen S.
Trevor, Xiang-Dong Yang, Peter Schiefer, Atul Kapur, Michel A. Plantevin, Mary Nee and Ulrika Werdelin is 85
Broad Street, New York, New York 10004. The business address of Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel A. Plantevin and Ulrika Werdelin
is 133 Fleet Street, London EC4A 2BB, England. The business address of Syaru (Shirley) Lin, Xiang-Dong Yang and
Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Gene T.
Sykes and Randall A. Blumenthal is 2765 Sand Hill Road, Menlo Park, CA 94025.
All executive officers listed below are United States citizens except Richard S. Sharp, Sanjeev K. Mehra,
Antoine L. Schwartz, Patrick E. Mulvihill, Hughes B. Lepic, Xiang-Dong Yang, Peter Schiefer, Abraham Bleiberg,
Atul Kapur, Michel A. Plantevin, and Ulrika Werdelin. Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra and Atul Kapur are citizens of India. Antoine L. Schwartz, Hughes B. Lepic and Michel A.
Plantevin are citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Xiang-Dong Yang is a citizen of
the Peoples' Republic of China. Peter Schiefer is a citizen of Germany. Abraham Bleiberg is a citizen of Mexico.
Ulrika Werdelin is a citizen of Sweden.
<CAPTION>
Name Position Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Peter M. Sacerdote Chairman/President Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc.
Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co.
David A. Viniar Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Vice President/Assistant Secretary Managing Director of Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Secretary Managing Director of Goldman, Sachs & Co.
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Xiang-Dong Yang Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Peter Schiefer Vice President Vice President of Goldman Sachs International
Abraham Bleiberg Vice President Vice President of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Vice President of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Vice President of Goldman, Sachs & Co.
Ronald H. Jacobe Vice President Vice President of Goldman, Sachs & Co.
Atul Kapur Vice President Vice President of Goldman Sachs International
Michel A. Plantevin Vice President Vice President of Goldman Sachs International
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Vice President of Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/Assistant Secretary Vice President of Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
Ulrika Werdelin Vice President Vice President of Goldman Sachs International
</TABLE>
Page xx of xx pages
<PAGE>
SCHEDULE II-B-ii
----------------
<TABLE>
The name and principal occupation of each member of the Stone Street Investment Committee of Goldman,
Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing Stone Street 1998, L.L.C. and
Stone Street 2000, L.L.C., are set forth below.
The business address for each member listed below is 85 Broad Street, New York, New York 10004.
All members listed below except Sanjeev K. Mehra are United States citizens. Sanjeev K. Mehra is a citizen
of India.
<CAPTION>
Name Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C>
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
</TABLE>
Page xx of xx pages
<PAGE>
SCHEDULE II-C-i
---------------
<TABLE>
The name, position and present principal occupation of each executive officer of Bridge Street Special
Opportunities 2000, L.L.C., the sole general partner of Bridge Street Special Opportunities Fund 2000, L.P., are
set forth below.
The business address for all the executive officers listed below except Gene T. Sykes, Richard S. Sharp,
Barry S. Volpert, Antoine L. Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin, Stephen S.
Trevor, Xiang-Dong Yang, Peter Schiefer, Atul Kapur, Michel A. Plantevin, Mary Nee and Ulrika Werdelin is 85
Broad Street, New York, New York 10004. The business address of Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel A. Plantevin and Ulrika Werdelin
is 133 Fleet Street, London EC4A 2BB, England. The business address of Syaru (Shirley) Lin, Xiang-Dong Yang and
Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Gene T.
Sykes and Randall A. Blumenthal is 2765 Sand Hill Road, Menlo Park, CA 94025.
All executive officers listed below are United States citizens except Richard S. Sharp, Sanjeev K. Mehra,
Antoine L. Schwartz, Patrick E. Mulvihill, Hughes B. Lepic, Xiang-Dong Yang, Peter Schiefer, Abraham Bleiberg,
Atul Kapur, Michel A. Plantevin, and Ulrika Werdelin. Richard S. Sharp is a citizen of the United Kingdom.
Sanjeev K. Mehra and Atul Kapur are citizens of India. Antoine L. Schwartz, Hughes B. Lepic and Michel A.
Plantevin are citizens of France. Patrick E. Mulvihill is a citizen of Ireland. Xiang-Dong Yang is a citizen of
the Peoples' Republic of China. Peter Schiefer is a citizen of Germany. Abraham Bleiberg is a citizen of Mexico.
Ulrika Werdelin is a citizen of Sweden.
<CAPTION>
Name Position Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John A. Thain Chairman/President Managing Director of Goldman, Sachs & Co.
Peter M. Sacerdote Vice President Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc.
Daniel M. Neidich Vice President Managing Director of Goldman, Sachs & Co.
Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Robin Neustein Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of Goldman, Sachs & Co.
David A. Viniar Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Steven T. Mnuchin Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Vice President/Assistant Secretary Managing Director of Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Secretary Managing Director of Goldman, Sachs & Co.
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Xiang-Dong Yang Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Peter Schiefer Vice President Vice President of Goldman Sachs International
Abraham Bleiberg Vice President Vice President of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Vice President of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Vice President of Goldman, Sachs & Co.
Ronald H. Jacobe Vice President Vice President of Goldman, Sachs & Co.
Atul Kapur Vice President Vice President of Goldman Sachs International
Michel A. Plantevin Vice President Vice President of Goldman Sachs International
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Vice President of Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/Assistant Secretary Vice President of Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
Ulrika Werdelin Vice President Vice President of Goldman Sachs International
</TABLE>
Page xx of xx pages
<PAGE>
SCHEDULE II-C-ii
----------------
<TABLE>
The name and principal occupation of each member of the Bridge Street Special Opportunities Investment
Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in managing Bridge
Street Special Opportunities 2000, L.L.C., are set forth below.
The business address for each member listed below is 85 Broad Street, New York, New York 10004.
All members listed below are United States citizens.
<CAPTION>
Name Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C>
John A. Thain Managing Director of Goldman, Sachs & Co.
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Daniel M. Neidich Managing Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Robin Neustein Managing Director of Goldman, Sachs & Co.
David A. Viniar Managing Director of Goldman, Sachs & Co.
Steven T. Mnuchin Managing Director of Goldman, Sachs & Co.
</TABLE>
Page xx of xx pages
<PAGE>
SCHEDULE II-D
-------------
<TABLE>
The name, position and present principal occupation of each executive officer and director of Goldman,
Sachs & Co. Finanz GmbH which is the sole managing general partner of Goldman, Sachs & Co. oHG are set forth
below.
The business address for each of the executive officers and directors listed below is MesseTurm, 60308
Frankfurt am Main, Germany.
Of the directors and executive officers listed below, Stefan J. Jentzsch, Timothy C. Plaut and Alexander
C. Dibelius are citizens of Germany, Daniel W. Stanton is a citizen of the United States and Jonathan S. King
is a citizen of the United Kingdom.
<CAPTION>
Name Position Present Principal Occupation
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Stefan J. Jentzsch Managing Director Managing Director of Goldman, Sachs & Co. oHG
Jonathan S. King Managing Director Executive Director of Goldman, Sachs & Co. oHG
Timothy C. Plaut Managing Director Managing Director of Goldman, Sachs & Co. oHG
Daniel W. Stanton Managing Director Managing Director of Goldman, Sachs & Co. oHG
Alexander C. Dibelius Managing Director Managing Director of Goldman, Sachs & Co. oHG
</TABLE>
Page xx of xx pages
<PAGE>
<PAGE>
SCHEDULE III
------------
On April 6, 2000, in connection with an industry-wide investigation by the
Securities and Exchange Commission (the "SEC") relating to the pricing of
government securities in advance refunding transactions, Goldman, Sachs & Co.
(the "Firm") joined in a global settlement resolving the SEC investigation as
well as a related qui tam lawsuit purportedly brought on behalf of the United
States entitled United States ex rel. Lissack v. Goldman, Sachs & Co., et al.,
95 Civ. 1363 (S.D.N.Y.)(BSJ). Pursuant to the settlement, without admitting or
denying the findings, the Firm consented to the issuance of an SEC
administrative order (SEA Rel. No. 42640) which, among other things, found that
the Firm had violated Sections 17(a)(2) and (3) of the Securities Act of 1933 in
connection with such pricing of government securities, required the Firm to
cease and desist from violating such provisions, and ordered the Firm to make
payments totaling approximately $5.1 Million to the U.S. Treasury and $104,000
to two municipalities. Under the global settlement, the qui tam lawsuit was
dismissed with prejudice, and the Internal Revenue Service agreed not to
challenge the tax-free nature of the refundings by virtue of the pricing of such
securities.
<PAGE>
<TABLE>
SCHEDULE IV
-------------
Orion Power Holdings, Inc.
Cusip No. 686286105
<CAPTION>
Purchases Sales Price Trade Date Settlement Date
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2,000 19.5625 29-Nov-00 4-Dec-00
2,000 18.8750 30-Nov-00 5-Dec-00
500 19.7500 29-Nov-00 4-Dec-00
500 18.8750 30-Nov-00 5-Dec-00
47,900 21.7500 14-Nov-00 17-Nov-00
2,100 21.6250 14-Nov-00 17-Nov-00
50,000 21.3878 14-Nov-00 17-Nov-00
1,000 16.6000 22-Nov-00 28-Nov-00
750 21.5000 14-Nov-00 17-Nov-00
750 21.4375 14-Nov-00 17-Nov-00
25,000 21.2500 14-Nov-00 17-Nov-00
25,000 21.2500 14-Nov-00 17-Nov-00
400 16.5000 22-Nov-00 28-Nov-00
18,100 16.3750 22-Nov-00 28-Nov-00
16,200 16.8750 22-Nov-00 28-Nov-00
2,300 16.7500 22-Nov-00 28-Nov-00
</TABLE>
<PAGE>
