GOLDMAN SACHS GROUP INC
DEFA14A, 2000-03-03
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement         [_] Confidential, For Use of the
                                            Commission Only (as permitted by
                                            Rule 14a-6(e) (2))
[_] Definitive Proxy Statement

[X] Definitive Additional Materials

[_] Soliciting Material Under Rule 14a-12

                          THE GOLDMAN SACHS GROUP, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
    calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials:

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the form or schedule and the date of its filing.

(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>


TO:      All Managing Directors

FROM:    Jim McHugh

DATE:    March 3, 2000

RE:      Preliminary Vote under the Shareholders' Agreement

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         As noted in my e-mail to you on February  14th,  the  preliminary  vote
under the Shareholders' Agreement will be concluded on Thursday,  March 9, 2000.
The firm  encourages  all  eligible  Managing  Directors to  participate  in the
preliminary vote.

         Shares held in your  custodial  account at Chase or through the Goldman
Sachs Defined  Contribution  Plan are eligible to participate in the preliminary
vote;  TO BE COUNTED,  VOTES MUST BE  RECEIVED ON OR BEFORE 5:00 P.M.,  NEW YORK
CITY TIME, ON MARCH 9, 2000. All shares covered by the  Shareholders'  Agreement
will be cast at the 2000 Meeting of  Shareholders in accordance with the outcome
of the preliminary vote. Instructions for voting by telephone,  internet or mail
are included in the proxy material previously sent to you.

         Restricted  stock  units  and  options  are  not  voting  shares,   and
accordingly  are not voted in the  preliminary  vote or at the  annual  meeting.
Shares purchased in the secondary market or held in your private  foundation are
not  subject to the  Shareholders'  Agreement;  you were  separately  sent proxy
material enabling you to vote those shares at the annual meeting.

         If you have any questions, please call me at 902-5738.



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