UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)*
ProMedCo Management Company
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(Name of Issuer)
Common Stock (Par Value $ 0.01 Per Share)
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(Title of Class of Securities)
74342L 10 5
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(CUSIP Number)
Robert C. Schwenkel, Esq. David J. Greenwald, Esq.
Fried, Frank, Harris, Shriver & Jacobson Goldman, Sachs & Co.
One New York Plaza 85 Broad Street
New York, NY 10004 New York, NY 10004
(212) 859-8000 (212) 902-1000
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
June 12, 2000
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(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
*The remainder of this cover page will be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page will not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but will be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 20,128,335
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
20,128,335
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,128,335
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.9%
14 TYPE OF REPORTING PERSON
BD-PN-IA
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE GOLDMAN SACHS GROUP, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 20,128,335
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
20,128,335
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,128,335
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.9%
14 TYPE OF REPORTING PERSON
HC-CO
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 14,956,795
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
14,956,795
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,956,795
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS III, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 19,068,590
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
19,068,590
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,068,590
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.6%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III OFFSHORE, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,111,795
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
4,111,795
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,111,795
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 690,505
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
690,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,505
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GOLDMAN, SACHS & CO. oHG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
GERMANY
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 690,505
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
690,505
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,505
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 2000, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 365,905
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
365,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,905
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 74342L 10 5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET 2000, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 365,905
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
365,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,905
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
This Amendment No. 2 ("Amendment") 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"), Stone Street Fund 2000, L.P. (together with its
predecessor, Stone Street Fund 2000, L.L.C., "Stone 2000"), GS Advisors
III, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Stone
Street 2000, L.L.C ("Stone L.L.C."), Goldman, Sachs & Co. ("Goldman
Sachs"), and The Goldman Sachs Group, Inc. ("GS Group" and, together with
GS Capital III, GS Offshore, GS Germany, Stone 2000, GS Advisors, GS oHG,
Stone L.L.C. and Goldman Sachs, the "Filing Persons"). This Amendment
amends and supplements the Schedule 13D filed on behalf of the Filing
Persons with the Securities and Exchange Commission (the "Commission") on
January 24, 2000, as amended by Amendment No. 1 filed on May 9, 2000
(collectively, the "Schedule 13D"), relating to the common stock, par value
$.01 per share (the "Common Stock") of ProMedCo Management Company, a
Delaware corporation (the "Company"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in
the Schedule 13D. The Schedule 13D is hereby amended and supplemented as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Each of GS Capital III and Stone 2000, Delaware limited
partnerships, GS Offshore, a Cayman Islands exempted limited partnership,
and GS Germany, a German civil law partnership, was formed for the purpose
of investing in equity and equity-related securities primarily acquired or
issued in leveraged acquisitions, reorganizations and other private equity
transactions. GS Advisors, a Delaware limited liability company, is the
sole general partner of GS Capital III and GS Offshore. GS oHG is the sole
managing partner of GS Germany. Stone L.L.C., a Delaware limited liability
company, is the sole general partner of Stone 2000. Goldman Sachs, a New
York limited partnership, is an investment banking firm and a member of the
New York Stock Exchange, Inc. and other national exchanges. Goldman Sachs
also serves as the manager for GS Advisors and Stone 2000 and the
investment manager for GS Capital III, GS Offshore and GS Germany. Goldman
Sachs is wholly owned, directly and indirectly, by GS Group. GS Group is a
Delaware corporation and holding company that (directly and indirectly
through subsidiaries or affiliated companies or both) is a leading
investment banking organization. The principal business address of each
Filing Person (other than GS Offshore, GS Germany and GS oHG) is 85 Broad
Street, New York, NY 10004. The principal business address for GS Offshore
is c/o Maples and Calder, P.O. Box 309, Grand Cayman, Cayman Islands. The
principal business address for each of GS Germany and GS oHG is MesseTurm,
60308 Frankfurt am Main, Germany.
The name, business address, present principal occupation or
employment and citizenship of each director of GS Group are set forth in
Schedule I hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each executive officer of GS Advisors are set forth in
Schedule II-A-i hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each member of the Principal Investment Area Investment
Committee of Goldman Sachs, which is responsible for making all investment
and management decisions for GS Advisors on behalf of Goldman Sachs, are
set forth in Schedule II-A-ii hereto and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each executive officer and director of
Goldman, Sachs & Co. Finanz GmbH, which is the sole managing general
partner of GS oHG, are set forth in Schedule II-B hereto and are
incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each executive
officer of Stone L.L.C. are set forth in Schedule II-C-i hereto and are
incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each member of the
Stone Street Investment Committee of Goldman Sachs, which is responsible
for making all investment and management decisions for Stone L.L.C. on
behalf of Goldman Sachs, are set forth on Schedule II-C-ii and are
incorporated herein by reference.
Except as set forth on Schedule III hereto, during the last five
years, none of the Filing Persons, nor, to the knowledge of each of the
Filing Persons, any of the person listed on Schedules I, II-A-i, II-A-ii,
II-B, II-C-i and II-C-ii hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii)
has 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 final order enjoining future violations
of, or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The Second Closing was consummated on June 12, 2000. At the
Second Closing, GS Capital III, GS Offshore, GS Germany (through its
nominee, Goldman, Sachs & Co. Verwaltungs GmbH) and Stone 2000
(collectively, the "Purchasers") purchased an aggregate of 425,000 shares
of the Series A Preferred Stock and Warrants to purchase up to an aggregate
of 125,000 shares of the Series B Preferred Stock (i) for an amount in cash
equal to the Second Closing Cash Purchase Price and (ii) in exchange for
all outstanding Notes and GS Shares. Simultaneously with the Second
Closing, the Purchasers exercised all of the Warrants and purchased an
aggregate of 125,000 shares of Series B Preferred Stock for an amount in
cash equal to the aggregate exercise price of $12,125,000.
The funds used by the Purchasers to purchase the Series A
Preferred Stock and the Warrants at the Second Closing and, simultaneously
therewith, to exercise all the Warrants and purchase the Series B Preferred
Stock, were obtained by such entities from capital contributions by their
partners and from the available funds of such entities.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Pursuant to the Securities Purchase Agreement, as amended, on
June 12, 2000, the Purchasers purchased (i) an aggregate of 425,000 shares
of the Series A Preferred Stock and (ii) Warrants to purchase up to an
aggregate of 125,000 shares of the Series B Preferred Stock. In connection
with the Second Closing and pursuant to the Securities Purchase Agreement,
as amended, the Company and the Purchasers entered into the Warrant
Agreement, dated as of June 12, 2000. Simultaneously with the purchase of
the Series A Preferred Stock and the Warrants, pursuant to the Warrant
Agreement, the Purchasers exercised all of the Warrants and purchased
125,000 shares of Series B Preferred Stock. The purpose of the acquisition
of the Series A Preferred Stock, the Warrants, and the Series B Preferred
Stock by the Purchasers was to acquire a significant equity interest in the
Company.
In connection with the Second Closing and pursuant to the
Securities Purchase Agreement, as amended, (i) GS Capital III designated
Mark Tricolli, an associate at Goldman Sachs, to the Board of Directors,
and Mr. Tricolli was appointed to the Board of Directors effective as of
the Second Closing, (ii) Mr. Sanjeev Mehra will remain on the Board of
Directors and the executive committee of the Board of Directors and (iii)
GS Capital III will designate its third Preferred Designee after the Second
Closing.
Other Plans and Proposals
-------------------------
Except as described above or otherwise described in this
Amendment, the Filing Persons currently have no plans or proposals which
relate to or would result in any transaction, event or action enumerated in
paragraphs (a) through (j) of Item 4 of the form of Schedule 13D
promulgated under the Act.
Each of the Filing Persons expects to evaluate on an ongoing
basis the Company's financial condition, business, operations and
prospects, the market price of the Common Stock, conditions in the
securities markets generally, general economic and industry conditions and
other factors. Accordingly, each Filing Person reserves the right to change
its plans and intentions at any time, as it deems appropriate. In
particular, any one or more of Filing Persons (and their respective
affiliates) may purchase additional shares of Common Stock or Preferred
Stock or other securities of the Company or may sell or transfer shares of
Common Stock or Preferred Stock (or any of the shares of Common Stock into
which such Preferred Stock is converted or any convertible notes, for which
such Preferred Stock is exchanged) beneficially owned by them from time to
time in public or private transactions and/or may enter into privately
negotiated derivative transactions with institutional counterparties to
hedge the market risk of some or all of their positions in the shares of
Common Stock, Preferred Stock or other securities and/or may cause any of
the Purchasers to distribute in kind to their respective partners or
members, as the case may be, shares of Common Stock or Preferred Stock or
other securities owned by such Purchasers. Any such transactions may be
effected at any time or from time to time subject to (i) the restrictions
contained in the Securities Purchase Agreement, as amended, and (ii) any
applicable limitations imposed on the sale of any of their Company
securities by the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the "Securities Act") or other
applicable law. To the knowledge of each Filing Person, each of the persons
listed on Schedules I, II-A-i, II-A-ii, II-B, II-C-i or II-C-ii hereto may
make similar evaluations from time to time or on an ongoing basis.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
-------------------------------------
(a) Based on information provided to the Filing Persons by the
Company, there were 21,001,813 shares of Common Stock outstanding as of
June 12, 2000, immediately following the Second Closing.
As of June 12, 2000 GS Capital III beneficially owns 14,956,795
shares of Common Stock, representing 41.6% of the outstanding shares of
Common Stock.
As of June 12, 2000, GS Offshore beneficially owns 4,111,795
shares of Common Stock, representing 16.4% of the outstanding shares of
Common Stock.
As of June 12, 2000, GS Advisors may be deemed to beneficially
own an aggregate of 19,068,590 shares of Common Stock beneficially owned by
GS Capital III and GS Offshore, as described above, representing in the
aggregate approximately 47.6% of the outstanding shares of Common Stock.
As of June 12, 2000, GS Germany beneficially owns and its
managing partner, GS oHG may be deemed to beneficially own, 690,505 shares
of Common Stock, representing 3.2% of the outstanding shares of Common
Stock.
As of June 12, 2000, Stone 2000 beneficially owns, and its
general partner, Stone L.L.C., may be deemed to beneficially own an
aggregate of 365,905 shares of Common Stock, representing 1.7% of the
outstanding shares of Common Stock.
As of June 12, 2000, Goldman Sachs and GS Group may be deemed to
beneficially own an aggregate of 20,128,335 shares of Common Stock,
consisting of (i) 20,125,000 shares of Common Stock beneficially owned by
the Purchasers, as described above, and (ii) 3,335 shares of Common Stock
held in Managed Accounts, representing in the aggregate approximately 48.9%
of the outstanding shares of Common Stock. Goldman Sachs disclaims
beneficial ownership of (i) the shares of Common Stock beneficially owned
by the Purchasers to the extent that partnership interests in Purchasers
are held by persons other than Goldman Sachs or its affiliates and (ii) the
shares of Common Stock held in Managed Accounts.
None of the Filing Persons or, to the knowledge of the Filing
Persons, the persons listed on Schedules I, II-A-i, II-A-ii, II-B, II-C-i
or II-C-ii hereto beneficially owns any shares of Common Stock other than
as set forth herein.
(b) Each Filing Person shares the power to vote or direct the
vote and to dispose or to direct the disposition of shares of Common Stock
beneficially owned by such Filing Person as indicated above.
(c) Except as described in this Schedule 13D, no transactions in
the shares of Common Stock were effected by the Filing Persons, or, to
their knowledge, any of the persons listed on Schedules I, II-A-i, II-A-ii,
II-B, II-C-i or II-C-ii hereto, during the past sixty days.
(d) Except for clients of Goldman Sachs who may have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock held in Managed
Accounts, no other person is known by any Filing Person to have the right
to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned by
any Filing Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
----------------------------------------
The GS Shares and the Notes were delivered to the Company as
partial consideration for the Series A Preferred Stock and the Warrants.
Accordingly, the GS Shares and the Notes are no longer outstanding.
<PAGE>
SIGNATURE
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.
June 13, 2000
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 ADVISORS III, L.L.C.
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
GOLDMAN, SACHS & CO. oHG
By: /s/Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET FUND 2000, L.P.
By: /s/Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET 2000, L.L.C.
By: /s/Roger S. Begelman
------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
<PAGE>
SCHEDULE II-A-ii
----------------
The name and principal occupation of each member of the Principal
Investment Area Investment Committee of Goldman, Sachs & Co., which
exercises the authority of Goldman, Sachs & Co. in managing GS Advisors
III, L.L.C., are set forth below.
The business address for each member listed below except Gene T.
Sykes, Richard S. Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine L.
Schwartz is 85 Broad Street, New York, New York 10004. The business address
of Gene T. Sykes is 2765 Sand Hill Road, Menlo Park, CA 94025. The business
address of Richard S. Sharp, Barry S. Volpert, Scott B. Kapnick and Antoine
L. Schwartz is 133 Fleet Street, London EC4A 2BB, England.
All members listed below except Richard S. Sharp, Sanjeev K. Mehra and
Antoine L. Schwartz are United States citizens. Richard S. Sharp is a
citizen of the United Kingdom, Sanjeev K. Mehra is a citizen of India and
Antoine L. Schwartz is a citizen of France.
Name Present Principal Occupation
-------------------------------------------------------------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Robin Neustein Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Gene T. Sykes Managing Director of Goldman, Sachs & Co.
Henry Cornell Managing Director of Goldman, Sachs & Co.
Robert V. Delaney Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Managing Director of Goldman Sachs International
Barry S. Volpert Managing Director of Goldman Sachs International
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
Scott B. Kapnick Managing Director of Goldman Sachs International
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Antoine L. Schwartz Managing Director of Goldman Sachs International
<PAGE>
SCHEDULE II-B
-------------
The name, position and present principal occupation of each executive
officer and director of Goldman, Sachs & Co. Finanz GmbH which is the sole
managing general partner of Goldman, Sachs & Co. oHG are set forth below.
The business address for each of the executive officers and directors
listed below is MesseTurm, 60308 Frankfurt am Main, Germany.
Of the directors and executive officers listed below, Stefan J.
Jentzsch, Timothy C. Plaut and Alexander C. Dibelius are citizens of
Germany, Daniel W. Stanton is a citizen of the United States and Rudolf W.
Ferscha is a citizen of Austria.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Stefan J. Jentzsch Managing Director Managing Director of Goldman, Sachs & Co. oHG
Rudolf W. Ferscha Managing Director Executive Director of Goldman, Sachs & Co. oHG
Timothy C. Plaut Managing Director Managing Director of Goldman, Sachs & Co. oHG
Daniel W. Stanton Managing Director Managing Director of Goldman, Sachs & Co. oHG
Alexander C. Dibelius Managing Director Managing Director of Goldman, Sachs & Co. oHG
</TABLE>
<PAGE>
SCHEDULE II-C-i
---------------
The name, position and present principal occupation of each executive
officer of Stone Street 2000, L.L.C., the sole general partner of Stone
Street Fund 2000, L.P., are set forth below.
The business address for each of the executive officers listed below
is 85 Broad Street, New York, New York 10004.
All executive officers listed below except Sanjeev K. Mehra are United
States citizens. Sanjeev K. Mehra is a citizen of India.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc.
Peter M. Sacerdote President Advisory Director of Goldman, Sachs & Co.
David J. Greenwald Vice President Managing Director of Goldman, Sachs & Co.
Esta E. Stecher Vice President Managing Director of Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
Patrick P. Mulvihill Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Sarah Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Elizabeth S. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Vice President of Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine L. Nissenbaum Vice President Vice President of Goldman, Sachs & Co.
</TABLE>
<PAGE>
Schedule III
------------
On April 6, 2000, in connection with an industry-wide investigation by the
Commission relating to the pricing of government securities in advance
refunding transactions, Goldman Sachs joined in a global settlement
resolving the Commission's investigation as well as a related qui tam
lawsuit purportedly brought on behalf of the United States entitled United
States ex rel. Lissack v. Goldman, Sachs & Co., et al., 95 Civ. 1363
(S.D.N.Y.)(BSJ). Pursuant to the settlement, without admitting or denying
the findings, Goldman Sachs consented to the issuance of an SEC
administrative order (SEA Rel. No. 42640) which, among other things, found
that Goldman Sachs had violated Sections 17(a)(2) and (3) of the Securities
Act of 1933 in connection with such pricing of government securities,
required Goldman Sachs to cease and desist from violating such provisions,
and ordered Goldman Sachs to make payments totaling approximately $5.1
million to the U.S. Treasury and $104,000 to two municipalities. Under the
global settlement, the qui tam lawsuit was dismissed with prejudice, and
the Internal Revenue Service agreed not to challenge the tax-free nature of
the refundings by virtue of the pricing of such securities.
