<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Evolve Software, Inc.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
-------------------------------------------------------------------------------
(Title of Class of Securities)
30049P104
--------------------------------------------
(CUSIP Number)
December 31, 2000
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 17 pages
<PAGE>
-----------------------
CUSIP No. 30049P104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
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. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
121,737
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
121,737
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
121,737
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3%
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
Page 2 of 17 pages
<PAGE>
-----------------------
CUSIP No. 30049P104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
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. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 2,452,386
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
121,737
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 2,452,386
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
121,737
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,574,123
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.7%
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 3 of 17 pages
<PAGE>
-----------------------
CUSIP No. 30049P104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street Fund 1999, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
90,189
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
90,189
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
90,189
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 4 of 17 pages
<PAGE>
-----------------------
CUSIP No. 30049P104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Bridge Street Fund 1999, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
28,859
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
28,859
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
28,859
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 5 of 17 pages
<PAGE>
-----------------------
CUSIP No. 30049P104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stone Street 1999, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
119,048
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
119,048
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
119,048
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 6 of 17 pages
<PAGE>
Item 1(a). Name of Issuer:
Evolve Software, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1400 65th Street
Suite 100
Emeryville, CA 94608
Item 2(a). Name of Persons Filing:
Goldman, Sachs & Co., The Goldman Sachs Group, Inc., Stone
Street Fund 1999, L.P., Bridge Street Fund 1999, L.P. and
Stone Street 1999, L.L.C.
Item 2(b). Address of Principal Business Office or, if none, Residence:
85 Broad Street
New York, NY 10004
Item 2(c). Citizenship:
Goldman, Sachs & Co. - New York
The Goldman Sachs Group, Inc. - Delaware
Stone Street Fund 1999, L.P. - Delaware
Bridge Street Fund 1999, L.P. - Delaware
Stone Street 1999, L.L.C. - Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value
Item 2(e). CUSIP Number:
30049P104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a :
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box [X].
Page 7 of 17 pages
<PAGE>
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
--------------------------
* The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co.
("Goldman Sachs") each disclaim beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which Goldman
Sachs or employees of Goldman Sachs have voting or investment discretion, or
both and (ii) certain investment entities, of which a subsidiary of GS Group or
Goldman Sachs is the general partner, managing general partner or other manager,
to the extent interests in such entities are held by persons other than GS
Group, Goldman Sachs or their affiliates.
Page 8 of 17 pages
<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.
Date: January 11, 2001
GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET FUND 1999, L.P. BRIDGE STREET FUND 1999, L.P.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET 1999, L.L.C.
By:/s/ Roger S. Begelman
---------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 9 of 17 pages
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated January 11, 2001, between
Goldman, Sachs & Co., The Goldman Sachs Group, Inc., Stone
Street Fund 1999, L.P., Bridge Street Fund 1999, L.P. and
Stone Street 1999, L.L.C.
99.2 Item 7 Information
99.3 Power of Attorney, dated December 8, 2000, relating to
Goldman, Sachs & Co.
99.4 Power of Attorney, dated December 8, 2000, relating to
The Goldman Sachs Group, Inc.
99.5 Power of Attorney, dated December 16, 1999, relating to Stone
Street Fund 1999, L.P.
99.6 Power of Attorney, dated December 16, 1999, relating to
Bridge Street Fund 1999, L.P.
99.7 Power of Attorney, dated December 16, 1999, relating to Stone
Street 1999, L.L.C.
Page 10 of 17 pages
<PAGE>
Exhibit (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, $0.001 par value, of Evolve Software, Inc., and further agree to
the filing of this agreement as an Exhibit thereto. In addition, each party to
this Agreement expressly authorizes each other party to this Agreement to file
on its behalf any and all amendments to such Statement on Schedule 13G.
Date: January 11, 2001
GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET FUND 1999, L.P. BRIDGE STREET FUND 1999, L.P.
By:/s/ Roger S. Begelman By:/s/ Roger S. Begelman
--------------------------------- ---------------------------------
Name: Roger S. Begelman Name: Roger S. Begelman
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET 1999, L.L.C.
By:/s/ Roger S. Begelman
---------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 11 of 17 pages
<PAGE>
Exhibit (99.2)
ITEM 7 INFORMATION
The securities being reported on by the The Goldman Sachs Group, Inc. ("GS
Group"), as a parent holding company, are owned by Stone Street Fund 1999, L.P.
and Bridge Street Fund 1999, L.P., each a Delaware limited partnership (and
collectively, the "Investing Entities"), or are owned, or may be deemed to be
beneficially owned, by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or
dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. The general
partner, managing general partner or other manager of each of the Investing
Entities is an affiliate of GS Group. Goldman Sachs is a direct and indirect
wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of
certain of the Investing Entities.
Page 12 of 17 pages
<PAGE>
Exhibit (99.3)
POWER OF ATTORNEY
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, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, 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 December 8th, 2000.
GOLDMAN, SACHS & CO.
By: s/ Gregory K. Palm
----------------------------
Name: Gregory K. Palm
Title: Managing Director
Page 13 of 17 pages
<PAGE>
Exhibit (99.4)
POWER OF ATTORNEY
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, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, 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 December 8th, 2000.
THE GOLDMAN SACHS GROUP, INC.
By: s/ Gregory K. Palm
------------------------------------
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
Page 14 of 17 pages
<PAGE>
Exhibit (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1999, 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 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 December 16, 1999.
STONE STREET FUND 1999, L.P.
By: Stone Street 1999, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 15 of 17 pages
<PAGE>
Exhibit (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1999, 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 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 December 16, 1999.
BRIDGE STREET FUND 1999, L.P.
By: Stone Street 1999, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 16 of 17 pages
<PAGE>
Exhibit (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 1999, 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 December 16, 1999.
STONE STREET 1999, L.L.C.
By:/s/ Kaca B. Enquist
---------------------------------
Name: Kaca B. Enquist
Title: Vice President
Page 17 of 17 pages
