SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Amendment No. 2
The Goldman Sachs Group, Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------
(Title of Class of Securities)
38141G 10 4
-----------------------------------------
(CUSIP Number)
Wallace G. K. Chin
Kamehameha Activities Association
567 South King Street
Honolulu, Hawaii 96813
Telephone: (808) 523-6299
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
--------------------------------------------------------------
August 1, 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 that is the subject of this Schedule 13D, and
is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
(Continued on following pages)
<PAGE>
---------------------------
CUSIP NO.38141G 10 4 13D
---------------------------
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
Kamehameha Activities Association
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting of the KAA(1) and the Estate of
Bernice Pauahi Bishop (a)[x]
As to a group consisting of the Covered Persons(1) and SBCM(1) (b)[x]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
-----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER (See Item 6)
SHARES 0
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER (See Item 6)
EACH 253,045,128 Covered Shares(1) and
REPORTING Uncovered Shares(1) in the aggregate(2) held by
PERSON Covered Persons(1)
WITH 10,987,710 shares(2) held by KAA(1)
16,243,610 shares held by SBCM(1)
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER (See Item 6)
10,987,710
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER (See Item 6)
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,987,710(3)
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%(3)
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
00
-----------------------------------------------------------------------------
--------------------------------
(1) For a definition of this term, please see Item 2.
(2) Each of KAA and the Estate of Bernice Pauahi Bishop may be deemed to be
members of a "group" with SBCM and the Covered Persons. Each of KAA and
the Estate of Bernice Pauahi Bishop disclaims beneficial ownership of
shares of Common Stock held by SBCM and the Covered Persons.
(3) Excludes 253,045,128 and 16,243,610 shares of Common Stock held by the
Covered Persons and SBCM, respectively, as to which each of KAA and the
Estate of Bernice Pauahi Bishop disclaims beneficial ownership of
shares of Common Stock held by SBCM and Covered Persons.
2
<PAGE>
---------------------------
CUSIP NO. 38141G 10 4 13D
---------------------------
-----------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
Estate of Bernice Pauahi Bishop
-----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
As to a group consisting of the KAA(1) and the Estate of
Bernice Pauahi Bishop (a)[x]
As to a group consisting of the Covered Persons(1) and SBCM(1) (b)[x]
-----------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
-----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
-----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Hawaii
-----------------------------------------------------------------------------
NUMBER OF 7. SOLE VOTING POWER (See Item 6)
SHARES 0
BENEFICIALLY -----------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER (See Item 6)
EACH 253,045,128 Covered Shares(1) and
REPORTING Uncovered Shares(1) in the aggregate(2) held by
PERSON Covered Persons(1)
WITH 10,987,710 shares(2) held by KAA(1)
16,243,610 shares held by SBCM(1)
-----------------------------------------------------------
9. SOLE DISPOSITIVE POWER (See Item 6)
10,987,710
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER (See Item 6)
0
-----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,987,710(3)
-----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
-----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%(3)
-----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
OO
-----------------------------------------------------------------------------
--------------------------------
(1) For a definition of this term, please see Item 2.
(2) Each of KAA and the Estate of Bernice Pauahi Bishop may be deemed to be
members of a "group" with SBCM and the Covered Persons. Each of KAA and
the Estate of Bernice Pauahi Bishop disclaims beneficial ownership of
shares of Common Stock held by SBCM and the Covered Persons.
(3) Excludes 253,045,128 and 16,243,610 shares of Common Stock held by the
Covered Persons and SBCM, respectively, as to which each of KAA and the
Estate of Bernice Pauahi Bishop disclaims beneficial ownership of
shares of Common Stock held by SBCM and Covered Persons.
3
<PAGE>
This Amendment No. 2 to Schedule 13D amends and restates in its entirety such
Schedule 13D. This Amendment No. 2 is being filed because beneficial ownership
of SBCM, Sumitomo, KAA and the Covered Persons of Common Stock (as defined
below) has changed by one percent or more of the Common Stock outstanding in
connection with the offering of 40,000,000 shares of Common Stock by such
holders pursuant to a prospectus dated August 1, 2000 made part of the
Registration Statement on Form S-3 filed by The Goldman Sachs Group, Inc.
(File No. 333-40810).
Item 1. Security and Issuer
---------------------------
This statement relates to the Common Stock, par value $.01 per
share (the "Common Stock"), of The Goldman Sachs Group, Inc., a Delaware
corporation (together with its subsidiaries and affiliates, "GS Inc."). The
address of the principal executive offices of GS Inc. is 85 Broad Street,
New York, New York 10004.
Item 2. Identity and Background
-------------------------------
(a), (b), (c), (f) This Schedule 13D is being filed by Kamehameha
Activities Association, a Hawaii not- for-profit corporation ("KAA"), which
is wholly owned by the Estate of Bernice Pauahi Bishop, a private
educational charitable trust organized under the laws of the State of
Hawaii (the "Bishop Estate"). KAA is organized exclusively for the benefit
of, and to carry out the purposes of the Bishop Estate. The Bishop Estate
is a private educational charitable trust organized under the laws of the
State of Hawaii for the purposes of operating primary and secondary
educational institutions for the children of native Hawaiians. The address
of KAA's and the Bishop Estate's principal business and office is 567 South
King Street, Honolulu, Hawaii 96813. The name, citizenship, business
address and present principal occupation or employment of the directors and
executive officers of each of KAA and the Bishop Estate is set forth in
Annex A to this Schedule 13D.
This Schedule contains certain information relating to (i)
certain managing directors of GS Inc. who beneficially own Common Stock subject
to a Shareholders' Agreement ("Covered Shares"), dated as of May 7, 1999, to
which these managing directors of GS Inc. are party (as amended from time to
time, the "Shareholders' Agreement" and such managing directors, the
"Covered Persons") and (ii) Sumitomo Bank Capital Markets, Inc. ("SBCM"), who
may be deemed to be members of a "group" with KAA or the Bishop Estate. Each
of KAA and the Bishop Estate hereby disclaims beneficial ownership of: (i) the
Covered Shares; (ii) shares of Common Stock which may be purchased from time
to time by Covered Persons for investment purposes which are not subject to the
Shareholders' Agreement ("Uncovered Shares") and (iii) the shares of Common
Stock subject to the Voting Agreement between SBCM and GS Inc. (the "SBCM
Shares"), referred to below (see Item 6). All information contained in this
Schedule relating to the Covered Persons and SBCM has been derived from the
filings of GS Inc. with the Securities and Exchange Commission, including, but
not limited to, the prospectus (the "Prospectus") dated August 1, 2000, made
part of the Registration Statement on Form S-3 filed by GS Inc. (File
No. 333-40810) and Amendment No. 6 to Schedule 13D filed by the Covered Persons
on August 8, 2000. The Covered Persons and SBCM each have filed a Schedule 13D
with respect to the shares of Common Stock and other equity securities of GS
Inc. which they beneficially own; the reader is referred to such filings and
any amendments thereto for more recent and complete information relating to the
Covered Persons and SBCM.
(d),(e) Except as described in Annex B, during the last five years,
none of KAA or the Bishop Estate or, to the best knowledge of KAA or the Bishop
Estate, any of their respective executive officers or directors, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has any of them been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or financial order
enjoining future violations of, or prohibiting activities subject to, federal
or state securities laws or finding any violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration
---------------------------------------------------------
The Common Stock has been acquired by KAA and the Bishop Estate in
exchange for their interests in The Goldman Sachs Group L.P. ("Group L.P.") and
certain of its affiliates.
Item 4. Purpose of Transactions
-------------------------------
KAA and the Bishop Estate acquired the Common Stock reported
hereunder in connection with the succession of GS Inc. to the business of
Group L.P. and GS Inc.'s initial public offering. On August 7, 2000, pursuant
to the Prospectus, KAA and Bishop Estate sold 10,987,711 shares of Common Stock
at $99.75 per share in an underwritten public offering and received
$1,065,807,967 in proceeds (after an underwriting discount and before offering
expenses). Except as described in Item 6, none of KAA or the Bishop Estate or
their respective executive officers or directors has any plans or proposals
which relate to or would result in their acquisition of additional Common Stock
or any of the other events described in Item 4(a) through 4(j).
Each of KAA and the Bishop Estate and their respective executive
officers and directors is expected to evaluate on an ongoing basis GS Inc.'s
financial condition and prospects and their interests in and with respect to
GS Inc. Accordingly, each of KAA and the Bishop Estate and their respective
executive officers and directors may change their plans and intentions at any
time and from time to time. In particular, each of KAA and the Bishop Estate
and their respective executive officers and directors may at any time and from
time to time acquire or dispose of shares of Common Stock.
4
<PAGE>
Item 5. Interest in Securities of the Issuer
--------------------------------------------
(a) Rows (11) and (13) of the cover pages to this Schedule
(including the footnotes thereto) and Annex A are hereby incorporated by
reference. Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of any shares of Common Stock held by any Covered Person or of the
SBCM Shares.
(b) Rows (7) through (10) of the cover pages to this Schedule and
Annex A including the footnotes thereto set forth the percentage range of
Common Stock as to which there is sole power to vote or direct the vote or
to dispose or direct the disposition, and the number of shares of Common
Stock as to which there is shared power to vote or direct the vote or to
dispose or direct the disposition. The power to vote the Common Stock
subject to the Voting Agreement between KAA, the Bishop Estate and GS Inc.
referred to below (see Item 6) (the "KAA Shares") is shared with the
Covered Persons, as described below in response to Item 6. Each of KAA and
the Bishop Estate hereby disclaims beneficial ownership of any shares of
Common Stock held by any Covered Person or of the SBCM Shares.
(c) Except as described in Annex C, neither KAA or the Bishop
Estate, or to the best knowledge of KAA or the Bishop Estate, any of their
respective executive officers or directors, has effected any transactions
in Common Stock during the past 60 days. Amendment No. 6 to the Schedule
13D filed by the Covered Persons on August 8, 2000 reports certain
transactions in the Common Stock effected by the Covered Persons during the
60 days preceding the filing of such Amendment; the reader is referred to
such filing for information relating to such transactions.
(d),(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
------------------------------------------------------------------------------
KAA VOTING AGREEMENT
KAA and the Trustees of the Bishop Estate have entered into a
voting agreement with GS Inc., dated April 30, 1999 (the "KAA Voting
Agreement"), in which they have agreed to vote their shares of Common Stock
and all other voting securities of GS Inc. in the same manner as a majority of
the shares of Common Stock held by the managing directors of GS Inc. are voted
for so long as they hold voting securities of GS Inc. It is expected that for
so long as the Shareholders' Agreement remains in effect, the KAA Voting
Agreement will result in the shares of Common Stock owned by KAA being voted in
the same manner as the Covered Shares. The Covered Persons and SBCM are not
parties to the KAA Voting Agreement, and the KAA Voting Agreement is not
enforceable by the Covered Persons or SBCM, will continue to exist independent
of the existence of the Shareholders' Agreement and the SBCM Voting Agreement
and may be amended, waived or canceled by GS Inc. without any consent or
approval of the Covered Persons or SBCM. The KAA Voting Agreement is
incorporated by reference as an exhibit to this Schedule 13D and the foregoing
summary is qualified in its entirety by reference thereto.
Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of the Covered Shares.
SHAREHOLDERS' AGREEMENT
GS Inc. has disclosed that the Covered Persons are party to the
Shareholders' Agreement. The Covered Shares subject to the Shareholders'
Agreement are subject to certain voting restrictions and restrictions on
transfer of ownership by the Covered Persons, as more fully set forth in the
Shareholders' Agreement.
Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of the Covered Shares.
SBCM VOTING AGREEMENT
GS Inc. has disclosed that SBCM has entered into a voting
agreement with GS Inc., dated April 30, 1999 (the "SBCM Voting Agreement"),
in which they have agreed to vote their shares of Common Stock and all other
voting securities of GS Inc. in the same manner as a majority of the shares of
Common Stock held by the managing directors of GS Inc. are voted for so long as
they hold voting securities of GS Inc.
Each of KAA and the Bishop Estate hereby disclaims beneficial
ownership of the SBCM Shares.
UNDERWRITING AGREEMENT
On August 1, 2000, in connection with the sale by KAA and the
Bishop Estate of shares of Common Stock in a registered underwritten public
offering, KAA and the Bishop Estate entered into three Underwriting
Agreements with the underwriters listed therein (the "Underwriters"). Under
the Underwriting Agreements, KAA and the Bishop Estate agreed to sell an
aggregate of 10,987,711 shares of Common Stock to the Underwriters at $99.75
per share, for settlement on August 7, 2000. Pursuant to the Underwriting
Agreements, GS Inc. has agreed to pay all of the fees and expenses relating to
the offering by KAA and the Bishop Estate, other than (i) fees and expenses of
KAA's and the Bishop Estate's counsel, (ii) any agency fees and commissions or
underwriting commissions or discounts or (iii) any transfer taxes incurred by
KAA and the Bishop Estate in connection with its sale. In addition, pursuant to
the Underwriting Agreements, KAA and the Bishop Estate have agreed to indemnify
the Underwriters against certain liabilities, including those arising under the
Securities Act of 1933, as amended.
5
<PAGE>
This summary of the Underwriting Agreements is qualified in its entirety by
reference to the Underwriting Agreements which are filed as Exhibits to this
Schedule.
On August 7, 2000, the transaction was settled and KAA and the
Bishop Estate received $1,065,807,967 in proceeds (after an underwriting
discount and before its expenses).
Item 7. Material to be Filed as Exhibits
-----------------------------------------
Exhibit Description
A. Voting Agreement, dated as of April 30, 1999, by and among
The Goldman Sachs Group, Inc., The Trustees of the Estate of
Bernice Pauahi Bishop and Kamehameha Activities Association
(incorporated by reference to Exhibit 10.37 to the
registration statement on Form S-1 (File No. 333-74449) filed
by The Goldman Sachs Group, Inc.).
B. Underwriting Agreement (U.S. Version), dated as of August 1,
2000 (incorporated by reference to Exhibit T to Amendment
No. 5 to the Schedule 13D of The Goldman Sachs Group, Inc.
(File No. 005-56295) filed August 2, 2000).
C. Underwriting Agreement (International Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit U to
Amendment No. 5 to the Schedule 13D of The Goldman Sachs
Group, Inc. (File No. 005-56295) filed August 2, 2000).
D. Underwriting Agreement (Asia/Pacific Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit V to
Amendment No. 5 to the Schedule 13D of The Goldman Sachs
Group, Inc. (File No. 005-56295) filed August 2, 2000).
6
<PAGE>
ANNEX A
<TABLE>
<CAPTION>
Information required as to Executive Officers and Directors of KAA
and the Bishop Estate, respectively.
<S> <C> <C> <C> <C>
Name Citizenship Residence or Business Present principal Aggregate
Address occupation and name of Number and
business where such Percentage of
occupation is conducted Common
Stock
Beneficially
Owned
--------------------------------------------------------------------------------------------------------------------------
Francis Ahloy Keala USA 567 South King Street Director of Security, None.
Honolulu, Hawaii Health and Safety for
96813 GTE Hawaiian Tel and
Trustee of the Estate of
Bernice Pauahi Bishop
Constance Hee Lau USA 567 South King Street Treasurer, Hawaiian None.
Honolulu, Hawaii Electric Industries, Inc.,
96813 Financial Vice President
and Treasurer, HEI Power
Corp., and Trustee of the
Estate of Bernice Pauahi
Bishop
Ronald Dale Libkuman USA 567 South King Street Attorney at Law and None.
Honolulu, Hawaii Trustee of the Estate of
96813 Bernice Pauahi Bishop
David Paul Coon USA 567 South King Street Trustee of the Estate of None.
Honolulu, Hawaii Bernice Pauahi Bishop
96813
Robert Kalani Uichi USA 567 South King Street President, USS Missouri None.
Kihune Honolulu, Hawaii Memorial Association,
96813 Inc., and Trustee of the
Estate of Bernice Pauahi
Bishop
Judy L. Scoville- USA P.O. Box 3466 Kamehameha Schools None.
Layfield Honolulu, HI 96801 Bishop Estate
Wallace G. K. Chin USA 567 South King Street Controller, Kamehameha None.
Honolulu, Hawaii Schools Bishop Estate,
96813 President, Kamehameha
Activities Association
</TABLE>
7
<PAGE>
ANNEX B
Information required as to proceedings described in Items 2(d) and 2(e)
None.
8
<PAGE>
ANNEX C
Item 5(c). Description of all transactions in the Common Stock effected
during the last 60 days by KAA or the Bishop Estate, or, to the
best knowledge of KAA or the Bishop Estate, their respective
executive officers and directors.
On August 7, 2000, pursuant to the Prospectus, KAA and the
Bishop Estate sold 10,987,711 shares of Common Stock at $99.75 per share in an
underwritten public offering and received $1,065,807,967 in proceeds (after an
underwriting discount and before its expenses).
9
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: August 8, 2000
KAMEHAMEHA ACTIVITIES ASSOCIATION
By: /s/ Wallace G. K. Chin
--------------------------------
Name: Wallace G. K. Chin
Title: President
ESTATE OF BERNICE PAUAHI BISHOP
By: /s/ Eric Yeaman
------------------------------------
Name: Eric Yeaman
Title: Chief Financial Officer
10
<PAGE>
EXHIBIT INDEX
Exhibit Description
A. Voting Agreement, dated as of April 30, 1999, by and among The
Goldman Sachs Group, Inc., The Trustees of the Estate of
Bernice Pauahi Bishop and Kamehameha Activities Association
(incorporated by reference to Exhibit 10.37 to the registration
statement on Form S-1 (File No. 333-74449) filed by The
Goldman Sachs Group, Inc.).
B. Underwriting Agreement (U.S. Version), dated as of August 1,
2000 (incorporated by reference to Exhibit T to Amendment
No. 5 to the Schedule 13D of The Goldman Sachs Group, Inc.
(File No. 005-56295) filed August 2, 2000).
C. Underwriting Agreement (International Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit U to
Amendment No. 5 to the Schedule 13D of The Goldman Sachs
Group, Inc. (File No. 005-56295) filed August 2, 2000).
D. Underwriting Agreement (Asia/Pacific Version), dated as of
August 1, 2000 (incorporated by reference to Exhibit V to
Amendment No. 5 to the Schedule 13D of The Goldman Sachs
Group, Inc. (File No. 005-56295) filed August 2, 2000).
11
