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Exhibit 1.2
PRICING AGREEMENT
Goldman, Sachs & Co.,
As Representatives of the several
Underwriters named in Schedule I hereto,
85 Broad Street,
New York, New York 10004.
July 13, 2000
Ladies and Gentlemen:
The Goldman Sachs Group, Inc., a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated July 13, 2000 (the "Underwriting Agreement"), to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 13
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the
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authority set forth in a form of Agreement among Underwriters, the form of which
shall be submitted to the Company for examination upon request, but without
warranty on the part of the Representatives as to the authority of the signers
thereof.
Very truly yours,
The Goldman Sachs Group, Inc.
By: /s/ Dan H. Jester
-------------------------------------
Name: Dan H. Jester
Title: Vice President and Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
-----------------------------------------
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
<S> <C>
Goldman, Sachs & Co........................................ $1,000,000,000
ABN AMRO Bank N.V.......................................... 15,625,000
Banc of America Securities LLC............................. 15,625,000
Banc One Capital Markets, Inc.............................. 15,625,000
Banco Santander Central Hispano, S.A....................... 15,625,000
Chase Securities Inc....................................... 15,625,000
Credit Lyonnais Securities (USA) Inc....................... 15,625,000
Den Danske Bank Aktieselskab............................... 15,625,000
Deutsche Bank Securities Inc............................... 15,625,000
DG Bank
Deutsche Genossenschaftsbank AG...................... 15,625,000
HSBC Securities (USA) Inc.................................. 15,625,000
Loop Capital Markets, LLC.................................. 15,625,000
McDonald Investments, Inc., A KeyCorp Company.............. 15,625,000
Ormes Capital Markets, Inc................................. 15,625,000
Charles Schwab & Co., Inc.................................. 15,625,000
Unibank A/S................................................ 15,625,000
Wachovia Securities, Inc................................... 15,625,000
--------------
Total.................. $1,250,000,000
==============
</TABLE>
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7.625% Notes due 2005
AGGREGATE PRINCIPAL AMOUNT:
$1,250,000,000
PRICE TO PUBLIC:
99.982% of the principal amount of the Designated Securities
PURCHASE PRICE BY UNDERWRITERS:
99.632% of the principal amount of the Designated Securities
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
TIME OF DELIVERY:
10:00 a.m. (New York City time), July 17, 2000
INDENTURE:
Indenture dated May 19, 1999, between the Company and The Bank of New
York, as Trustee
MATURITY: August 17, 2005
INTEREST RATE:
7.625%
INTEREST PAYMENT DATES:
February 17 and August 17, commencing February 17, 2001
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed as a whole at 100% of their
principal amount, together with accrued interest to the redemption date,
at the option of the Company upon not less than 30 nor more than 60 days'
notice, upon a change in United States laws or regulations affecting
taxation which causes the Company to be obligated to pay additional
amounts to United States alien holders in respect of the Designated
Securities, as set forth in more detail in the Prospectus as supplemented
with respect thereto.
OBLIGATION TO MAKE ADDITIONAL PAYMENTS:
The Company will, subject to certain exceptions, pay to United States
alien holders of the Designated Securities such additional amounts so
that every net payment on the Designated Securities, after deduction of
withholding for or on account of any present or future tax, assessment or
other governmental charge imposed by the United States or any political
subdivision or taxing authority
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thereof or therein, will not be less than the amount provided for in the
Designated Securities, as set forth in more detail in the Prospectus as
supplemented with respect thereto.
SINKING FUND PROVISIONS:
No sinking fund provisions
DEFEASANCE PROVISIONS:
The Designated Securities are subject to defeasance and covenant
defeasance by the Company if certain conditions are satisfied, as set
forth in the Prospectus as supplemented with respect thereto.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Sullivan & Cromwell, 125 Broad Street, New York, New York 10004
ADDITIONAL CLOSING CONDITIONS:
None.
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: 32 Old Slip, 21st Floor, New York, New York
10005, Attention: Registration Department.
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