<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
================================================================================
1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
--------------------------------------------------------------------------------
(Last) (First) (Middle)
85 Broad Street
--------------------------------------------------------------------------------
(Street)
New York, NY 10004
--------------------------------------------------------------------------------
(City) (State) (Zip)
================================================================================
2. Date of Event Requiring Statement (Month/Day/Year)
June 23, 2000
================================================================================
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
================================================================================
4. Issuer Name and Ticker or Trading Symbol
================================================================================
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
--------------------------------------------------------------------
================================================================================
6. If Amendment, Date of Original (Month/Year)
================================================================================
7. Individual or Joint/Group Filing (Check applicable line)
[ ] Form Filed by One Reporting Person
[ X ] Form Filed by More than One Reporting Person
================================================================================
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
Table I -- Non-Derivative Securities Beneficially Owned |
====================================================================================================================================
| | | |
| | | |
| | 3. Ownership Form: | |
| 2. Amount of Securities | Direct (D) or | |
1. Title of Security | Beneficially Owned | Indirect (I) | 4. Nature of Indirect Beneficial Ownership |
(Instr. 4) | (Instr. 4) | (Instr. 5) | (Instr.5) |
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
| | | |
Common Stock | 01 | 01 | 01 |
====================================================================================================================================
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one Reporting Person, see Instruction
5(b)(v).
FORM 3 (continued)
<TABLE>
<CAPTION>
====================================================================================================================================
Table II -- Derivative Securities Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
====================================================================================================================================
| | | | | |
| | | | 5. Owner- | |
| | 3. Title and Amount of Securities | | ship | |
| | Underlying Derivative Security | | Form of | |
|2. Date Exercisable | (Instr. 4) | | Derivative | |
| and Expiration Date | --------------------------------- | 4. Conver- | Security: | |
| (Month/Day/Year) | | Amount | sion or | Direct |6.Nature of |
|---------------------- | | or | Exercise | (D) or | Indirect |
|Date |Expira- | | Number | Price of | Indirect | Beneficial|
1. Title of Derivative |Exer- |tion | | of | Derivative| (I) | Ownership |
Security (Instr. 4) |cisable |Date | Title | Shares | Security | (Instr.5) | (Instr. 5)|
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
| | | | | | | |
| | | | | | | |
====================================================================================================================================
</TABLE>
Instruction 5(b)(v) list of other Reporting Persons:
This statement is being filed by GS Capital Partners III, L.P. ("GS Capital
III"), GS Capital Partners III Offshore, L.P. ("GS Offshore"), GS Capital
Partners III Germany Civil Law Partnership ("GS Germany"), Whitehall Street Real
Estate Limited Partnership XI ("Whitehall XI " and, along with various other
investment partnerships affiliated with Goldman, Sachs & Co. and The Goldman
Sachs Group, Inc., "Whitehall" and, together with GS Capital III, GS Offshore
and GS Germany, the "Limited Partnerships"), WH Advisors, L.L.C. XI ("WH
Advisors"), GS Advisors III, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG
("GS oHG"), Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman Sachs Group,
Inc. ("GS Group" and, together with GS Capital III, GS Offshore, GS Germany,
Goldman Sachs, GS Advisors and GS oHG, the "Reporting Persons"). The principal
business address of each of GS Capital III, GS Advisors, Whitehall XI, WH
Advisors, Goldman Sachs and GS Group is 85 Broad Street, New York, New York,
10004. The principal business address of GS Offshore is c/o Maples and Calder,
P.O. Box 309, Grand Cayman, Cayman Islands. The principal business address of
each of GS Germany and GS oHG is MesseTurm, 60308 Frankfurt am Main, Germany.
Explanation of Responses:
01: Goldman Sachs may be deemed to own beneficially and directly and GS Group
may be deemed to own beneficially and indirectly 500 shares of Common Stock.
Goldman Sachs and GS Group may be deemed to own beneficially and indirectly in
the aggregate 4,065,946 shares of Common Stock through the Limited Partnerships.
Goldman Sachs and GS Group are the general partner or managing partner of
certain of the Limited Partnerships. Goldman Sachs is the investment manager of
GS Capital III, GS Offshore and GS Germany. Goldman Sachs is an indirect
wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaim
beneficial ownership of the securities owned by the Limited Partnerships except
to the extent of their pecuniary interest therein. The Reporting Persons, other
than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities
owned by Goldman Sachs.
GS Capital III may be deemed to own beneficially and directly and its general
partner, GS Advisors, may be deemed to own beneficially and indirectly 1,319,897
shares of Common Stock. GS Advisors disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
GS Offshore may be deemed to own beneficially and directly and its general
partner, GS Advisors, may be deemed to own beneficially and indirectly 362,792
shares of Common Stock. GS Advisors disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
GS Germany may be deemed to own beneficially and directly and its managing
partner, GS oHG, may be deemed to own beneficially and indirectly 60,964 shares
of Common Stock. GS oHG disclaims beneficial ownership of the securities
reported herein except to the extent of its pecuniary interest therein.
Whitehall XI may be deemed to own beneficially and directly and its general
partner, WH Advisors, may be deemed to own beneficially and indirectly 1,743,653
shares of Common Stock. WH Advisors disclaims beneficial ownership of the
securities reported herein except to the extent of its pecuniary interest
therein.
**Signatures:
GOLDMAN, SACHS & CO.
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III, L.P.
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
(with limitation of liability)
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS III, L.L.C.
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO. oHG
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP XI
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
WH ADVISORS, L.L.C. XI
By: s/ Roger S. Begelman
----------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Date: July 3, 2000
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Alternatively, this form is permitted to be submitted to the
Commission in electronic format at the option of the reporting person
pursuant to Rule 101(b)(4) of Regulation S-T.
<PAGE>
POWER OF ATTORNEY
This power of attorney will expire December 31, 2000.
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Hans L. Reich and Roger S.
Begelman, acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, as amended, giving and
granting unto each said attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 21, 1998.
GOLDMAN, SACHS & CO.
By: THE GOLDMAN, SACHS & CO. L.L.C.
By: s/ Robert J. Katz
---------------------
ROBERT J. KATZ, Executive Vice President
<PAGE>
POWER OF ATTORNEY
This power of attorney will expire May 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of May
7, 1999.
THE GOLDMAN SACHS GROUP, INC.
By: s/ Robert J. Katz
---------------------
ROBERT J. KATZ, Executive Vice President and General Counsel
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III, L.P. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2000
GS CAPITAL PARTNERS III, L.P.
By: GS ADVISORS III, L.L.C.
By: s/ Kaca B. Enquist
----------------------------
KACA B. ENQUIST, Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III OFFSHORE, L.P.
(the "Company") does hereby make, constitute and appoint each of Hans L. Reich
and Roger S. Begelman, acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted ceases to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2000.
GS CAPITAL PARTNERS III OFFSHORE, L.P.
By: GS ADVISORS III, L.L.C.
By: s/ Kaca B. Enquist
--------------------------
KACA B. ENQUIST, Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III GERMANY CIVIL
LAW PARTNERSHIP (the "Company") does hereby make, constitute and appoint each of
Hans L. Reich and Roger S. Begelman, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of October 7, 1999.
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
By: Goldman, Sachs & Co. oHG
By: Goldman, Sachs & Co. Finanz GmbH
By: s/ Andreas Kornlein
---------------------------------
Name: Andreas Kornlein
Title: Executive Director
By: s/ Sabine Mock
---------------------------------
Name: Sabine Mock
Title: Executive Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 21, 2000.
GS ADVISORS III, L.L.C.
By: s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG, (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of March 28, 2000.
GOLDMAN, SACHS & CO. oHG
By:/s/ Andreas Koernlein By:/s/ Sabine Mock
--------------------------------- ---------------------------------
Name: Andreas Koernlein Name: Sabine Mock
Title: Executive Director Title: Executive Director
<PAGE>
POWER OF ATTORNEY
This power of attorney will expire on February 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that WHITEHALL STREET REAL ESTATE
LIMITED PARTNERSHIP XI (the "Company") does hereby make, constitute and appoint
each of Hans L. Reich and Roger S. Begelman, acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, as amended, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 3, 1999.
WHITEHALL STREET REAL ESTATE LIMITED PARTNERSHIP XI
By: WH Advisors, L.L.C. XI
By: s/ Edward M. Siskind
---------------------------------
Edward M. Siskind, Vice President
<PAGE>
POWER OF ATTORNEY
This power of attorney will expire on February 31, 2001.
KNOW ALL PERSONS BY THESE PRESENTS that WH ADVISORS, L.L.C. XI (the
"Company") does hereby make, constitute and appoint each of Hans L. Reich and
Roger S. Begelman, acting individually, its true and lawful attorney, to execute
and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, as amended,
giving and granting unto each said attorney-in-fact power and authority to act
in the premises as fully and to all intents and purposes as the Company might or
could do if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of February 3, 1999.
WH ADVISORS, L.L.C. XI
By:/s/ Edward M. Siskind
---------------------------------
Name: Edward M. Siskind
Title: Vice President
