GOLDMAN SACHS GROUP INC
8-A12B, 2000-10-31
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                          THE GOLDMAN SACHS GROUP, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                                 13-4019460
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

                    85 BROAD STREET, NEW YORK, NEW YORK 10004
               (Address of Principal Executive Offices) (Zip Code)


If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box./X/

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box./ /

Securities Act registration statement file number to which this form relates:
333-36178 (If applicable)



        Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class                   Name of each exchange on which
        to be so registered                   each class is to be registered
 0.75% EXCHANGEABLE NOTES DUE 2005                AMERICAN STOCK EXCHANGE
  (EXCHANGEABLE FOR COMMON STOCK
   OF AMERICAN EXPRESS COMPANY)


        Securities to be registered pursuant to Section 12(g) of the Act:
                                      NONE
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ITEM 1.        DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

              The material set forth in (i) the sections captioned "Description
of Notes We May Offer" and "Description of Debt Securities We May Offer" in the
registrant's registration statement on Form S-3 (No. 333-36178) and (ii) the
section "Specific Terms of Your Note" in the Prospectus Supplement No.150, dated
October 25, 2000, to the registrant's Prospectus, dated May 8, 2000, and
Prospectus Supplement, dated May 10, 2000, is incorporated herein by reference.

ITEM 2.       EXHIBITS.

         1.       Indenture, dated as of May 19, 1999, between The Goldman Sachs
                  Group, Inc. and The Bank of New York, as trustee, incorporated
                  herein by reference to Exhibit 6 to the registrant's
                  registration statement on Form 8-A (No. 001-14965).

         2.       Form of The Goldman Sachs Group, Inc.'s 0.75% Exchangeable
                  Note due 2005 (Exchangeable for Common Stock of American
                  Express Company).
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                                    SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.


Date: October 30, 2000                THE GOLDMAN SACHS GROUP, INC.


                                      By:  /s/ Dan H. Jester
                                          --------------------------------------
                                           Name:  Dan H. Jester
                                           Title:     Treasurer


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