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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
Biofield Corp.
-----------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
-----------------------------------------
(Title of Class of Securities)
090591108
-----------------------------------------
(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
--------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 28, 1998
-----------------------------------------
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
Page 1 of 17 pages
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- --------------------------
CUSIP NO.
090591108
- --------------------------
- --------------------------------------------------------------------------------
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;WC;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
Shares 7. Sole Voting Power
Beneficially
Owned By 0
Each -------------------------------
Reporting 8. Shared Voting Power
Person With
0
-------------------------------
9. Sole Dispositive Power
0
-------------------------------
10. Shared Dispositive Power
0
-------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Representing by Amount in Row (11)
0.0%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
BD-PN-IA
- --------------------------------------------------------------------------------
Page 2 of 17 pages
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- --------------------------
CUSIP NO.
090591108
- --------------------------
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Goldman Sachs Group, L.P.
- --------------------------------------------------------------------------------
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)
[ ]
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
Number of
Shares 7. Sole Voting Power
Beneficially
Owned By 0
Each -------------------------------
Reporting 8. Shared Voting Power
Person With
0
-------------------------------
9. Sole Dispositive Power
0
-------------------------------
10. Shared Dispositive Power
0
-------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Representing by Amount in Row (11)
0.0%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
HC-PN
- --------------------------------------------------------------------------------
Page 3 of 17 pages
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- -------------------------
CUSIP NO.
090591108
- -------------------------
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GS Capital Partners, 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
Shares 7. Sole Voting Power
Beneficially
Owned By 0
Each -------------------------------
Reporting 8. Shared Voting Power
Person With
0
-------------------------------
9. Sole Dispositive Power
0
-------------------------------
10. Shared Dispositive Power
0
-------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
13. Percent of Class Representing by Amount in Row (11)
0.0%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
PN
- --------------------------------------------------------------------------------
Page 4 of 17 pages
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- --------------------------
CUSIP NO.
090591108
- --------------------------
- --------------------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
GS Advisors, L.P.
- --------------------------------------------------------------------------------
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
Shares 7. Sole Voting Power
Beneficially
Owned By 0
Each -------------------------------
Reporting 8. Shared Voting Power
Person With
0
-------------------------------
9. Sole Dispositive Power
0
-------------------------------
10. Shared Dispositive Power
0
-------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
-------------------------------------------------------------------------------
13. Percent of Class Representing by Amount in Row (11)
0.0%
- --------------------------------------------------------------------------------
14. Type of Reporting Person
PN
- --------------------------------------------------------------------------------
Page 5 of 17 pages
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AMENDMENT NO. 5 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
BIOFIELD CORP.
GS Capital Partners, L.P. ("GSCP"), GS Advisors, L.P. ("GS Advisors, L.P."),
Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS
Group" and, together with GSCP, GS Advisors, L.P. and Goldman Sachs, the "Filing
Persons")/1/ hereby amend and supplement the statement on Schedule 13D filed
with respect to the common stock, par value $.001 per share (the "Common
Stock"), of Biofield Corp., a Delaware corporation (the "Company"), as most
recently amended by Amendment No. 4 thereto dated December 17, 1997 (as amended,
the "Schedule 13D"). Unless otherwise indicated, all capitalized terms not
otherwise defined herein shall have the same meanings as those set forth in the
Schedule 13D.
- ---------------------
/1/Neither the present filing nor anything contained herein shall be construed
as an admission that any Filing Person constitutes a "person" for any purposes
other than Section 13(d) of the Securities Exchange Act of 1934.
Page 6 of 17 pages
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Item 2 is hereby amended as follows:
Item 2. Identity and Background.
------------------------
The name, business address, present principal occupation or employment and
citizenship of each director and of each member of the executive committee of GS
Corp. and GS L.L.C. and of each member of the executive committee of GS Group
and Goldman Sachs are set forth in the amended Schedule I hereto, to read in its
entirety as attached hereto, and are incorporated herein by reference. The name,
business address, present principal occupation or employment and citizenship of
each director and executive officer of GS Advisors, Inc., a Delaware
corporation, that serves as the sole general partner of GS Advisors, L.P., are
set forth in the amended Schedule II-B hereto, to read in its entirety as
attached hereto, and is incorporated herein by reference.
During the last five years, none of the Filing Persons, or to the knowledge
of each of such Filing Persons, any of the persons listed on Schedule I or II-B
hereto, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) except as set forth in Schedule III
hereto, 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 is hereby amended as follows:
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Pursuant to a stock repurchase agreement, dated as of December 28, 1998
(the "Repurchase Agreement"), by and among the Company and the Limited
Partnerships, the Limited Partnerships sold all shares of Common Stock held by
them to the Company for a total consideration of $100.00. A copy of the
Repurchase Agreement is filed as Exhibit (10.1) as an attachment hereto.
Item 4 is hereby amended as follows:
Item 4. Purpose of Transaction.
-----------------------
On December 28, 1998, the Limited Partnerships sold to the Company all
shares of Common Stock held by them for a total consideration of $100.00.
Page 7 of 17 pages
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Item 5 is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) As of December 28, 1998, each of the Filing Persons, and each of the
Limited Partnerships that is not a Filing Person, ceased to be the beneficial
owner of any shares of Common Stock of the Company.
(c) Except as described in Item 3 herein, no transactions in the Common
Stock were effected by the Filing Persons, or, to the knowledge of any of the
Filing Persons, any of the Limited Partnerships that is not a Filing Person or
any of the persons listed on Schedule I or Schedule II-B hereto, during the
period from October 29, 1998 through December 28, 1998.
(e) As of December 28, 1998, each of the Filing Persons, and each of the
Limited Partnerships that is not a Filing Person, ceased to be the beneficial
owner of more than five percent of the Common Stock of the Company.
Item 6 is hereby amended as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
----------------------------
Pursuant to a letter, dated December 28, 1998, and filed as Exibit (10.2)
as an attachment hereto, Joseph H. Gleberman, a Managing Director of Goldman,
Sachs & Co., resigned from the Board of Directors of the Company, effective
December 28, 1998. Pursuant to the terms of the letter, Joseph H. Gleberman
surrendered to the Company for cancellation all Initial Director Options and
Additional Director Options to the Company granted him pursuant to the Option
Agreement.
Item 7 is hereby amended and restated in its entirety as follows:
Item 7. Material to be Filed as Exhibits.
---------------------------------
(10.1) Stock Repurchase Agreement, by and among the Company and the Limited
Partnerships, dated December 28, 1998
(10.2) Letter, dated December 28, 1998, from Joseph H. Gleberman to the
Company, evidencing his resignation from the Company's Board of
Directors
Page 8 of 17 pages
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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.
Dated: December 29, 1998
GOLDMAN, SACHS & CO.
By:/s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP,L.P.
By:/s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS, L.P.
By:/s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS, L.P.
By:/s/ Roger S. Begelman
----------------------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Page 9 of 17 pages
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SCHEDULE I
----------
The name of each director of The Goldman Sachs Corporation and The Goldman, Sachs &
Co. L.L.C. and of each member of the executive committees of The Goldman Sachs Corporation, The
Goldman Sachs & Co. L.L.C., The Goldman Sachs Group, L.P. and Goldman, Sachs & Co. is set forth
below.
The business address of each person listed below except John L. Thornton is 85 Broad
Street, New York, NY 10004. The business address of John L. Thornton is 133 Fleet Street, London
EC4A 2BB, England. Each person is a citizen of the United States of America. The present
principal occupation or employment of each of the listed persons is as a managing director of
Goldman, Sachs & Co. or another Goldman Sachs operating entity and as a member of the executive
committee.
Jon Z. Corzine
Henry M. Paulson, Jr.
Robert J. Hurst
John A. Thain
John L. Thornton
Page 10 of 17 pages
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SCHEDULE II-B
--------------
The name, position and present principal occupation of each director and executive officer of GS
Advisors, Inc., the sole general partner of GS Advisors, L.P., which is the sole general partner of GS Capital
Partners II, L.P., are set forth below.
The business address for all the executive officers and directors listed below except Henry Cornell and
Barry S. Volpert is 85 Broad Street, New York, New York 10004. The business address of Henry Cornell is 3 Garden
Road, Hong Kong. The business address of Barry S. Volpert is 133 Fleet Street, London EC4A 2BB, England.
All executive officers and directors listed below are United States citizens.
Name Position Present Principal Occupation
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard A. Friedman Director/President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Director/Vice President Managing Director of Goldman, Sachs & Co.
Elizabeth S. Cogan Treasurer Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Director/Vice President Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman Sachs (Asia) L.L.C.
Barry S. Volpert Director/Vice President Managing Director of Goldman Sachs International
Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co.
C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co.
Page 11 of 17 pages
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SCHEDULE III
------------
In Securities and Exchange Commission Administrative Proceeding File No. 3-8282 In the Matter of
Goldman, Sachs & Co., Goldman, Sachs & Co., (the "Firm"), without admitting or denying any of the SEC's
allegations, settled administrative proceedings involving alleged books and records and supervisory violations
relating to eleven trades of U.S. Treasury securities in the secondary markets in 1985 and 1986. The SEC alleged
that the Firm had failed to maintain certain records required pursuant to Section 17(a) of the Exchange Act and had
also failed to supervise activities relating to the aforementioned trades in violation of Section 15(b)(4)(E) of
the Exchange Act.
The Firm was ordered to cease and desist from committing or causing any violation of the aforementioned
sections of the Exchange Act, pay a civil money penalty to the SEC in the amount of $250,000 and establish
policies and procedures reasonably designed to assure compliance with Section 17(a) of the Exchange Act and Rules
17a-3 and 17a-4 thereunder.
Page 12 of 17 pages
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INDEX OF EXHIBITS
-----------------
(10.1) Stock Repurchase Agreement, by and among the Company and the Limited
Partnerships, dated December 28, 1998
(10.2) Letter, dated December 28, 1998, from Joseph H. Gleberman to the
Company, evidencing his resignation from the Company's Board of
Directors
Page 13 of 17 pages
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EXHIBIT 10.1
STOCK REPURCHASE AGREEMENT
STOCK REPURCHASE AGREEMENT, dated as of December 28, 1998, between, on the
one hand, GS Capital Partners, L.P. ("GS Capital") and its affiliates Stone
Street Fund 1995, L.P., Stone Street Fund 1994, L.P., Bridge Street Fund 1995,
L.P. and Bridge Street Fund 1994, L.P. (collectively with GS Capital, the "GS
Funds"), and, on the other hand, Biofield Corp. ("Biofield").
The GS Funds collectively own 2,246,131 shares (the "Shares") of the
common stock, par value $.001 per share ("Common Stock") of Biofield. The number
of shares owned by each of the GS Funds are set forth on Schedule A attached
hereto.
The GS Funds wish to sell to Biofield, and Biofield wishes to purchase
from the GS Funds, all of the Shares for an aggregate consideration of $100.00,
upon the terms set forth herein.
Accordingly, the parties agree as follows:
1. Sale and Purchase of the Shares. Simultaneously with the execution of
this Agreement, each of the GS Funds hereby sells to Biofield, and Biofield
hereby purchases from the GS Funds, the number of Shares set forth beside each
of the GS Funds' names on Schedule A attached hereto, for an aggregate purchase
price of $100.00 payable in cash or by check (the "Purchase Price").
Simultaneously with the execution of this Agreement, the GS Funds are delivering
to Biofield stock certificates representing the Shares (or arranging for a DTC
stock transfer with respect thereto), duly endorsed in blank or accompanied by
stock powers duly executed in blank, in proper form for transfer, and with all
appropriate stock transfer stamps affixed, and Biofield is paying the Purchase
Price to GS Capital (as agent for all of the GS Funds).
2. Representations and Warranties of the GS Funds. Each of the GS Funds
hereby represents and warrants to Biofield as follows:
(a) This Agreement has been duly authorized, executed and delivered
by it, and is a valid and binding obligation of it, enforceable against it in
accordance with its terms.
(b) It owns all of the Shares set forth beside its name on Schedule A
free and clear of any lien, pledge, security interest or other encumbrance, and
it is conveying to Biofield good and valid title to such Shares, free and clear
of any lien, pledge, security or other encumbrance.
(c) The execution and delivery of this Agreement by it will not
violate the terms of any agreement, instrument, judgment, decree or statute to
which it is subject. No consent, approval, permission or other authorization of
or by, or designation, declaration, filing, registration or qualification with,
any Federal or state court, administrative agency or other governmental
authority is required by it in connection with the execution, delivery or
performance of this Agreement.
Page 14 of 17 pages
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3. Representations and Warranties of Biofield.
(a) Biofield hereby represents and warrants to the GS Funds that this
Agreement has been duly authorized, executed and delivered by Biofield, and is a
valid and binding obligation of Biofield, enforceable against Biofield in
accordance with its terms.
(b) The execution and delivery of this Agreement will not violate the
terms of any agreement, instrument, judgment, decree or statute to which
Biofield is subject. No consent, approval, permission or other authorization of
or by, or designation, declaration, filing, registration or qualification with,
any Federal or state court, administrative agency or other governmental
authority is required by Biofield in connection with the execution, delivery or
performance of this Agreement.
4. No Implied Representations. Except as specifically set forth in
paragraph 2 and paragraph 3 above, no party hereto is making any express or
implied representation or warranty to any other party in connection with this
Agreement.
5. Resignation of Joseph H. Gleberman; Surrender of Stock Options.
Concurrent with the execution of this Agreement, Joseph H. Gleberman is
submitting his resignation, and the Company is accepting the resignation of Mr.
Gleberman, from the Board of Directors of the Company and all committees
thereof. In connection with such resignation and this Agreement, Mr. Gleberman
is tendering to the Company for cancellation all of his options to acquire
shares of Common Stock granted to him pursuant to the Biofield Corp. 1996 Stock
Option Plan for Non-Employee Directors, and Mr. Gleberman is forfeiting all of
his rights in and to such options.
6. Surrender of Rights as Stockholders upon Closing. Each of the GS Funds
acknowledges and agrees that upon the delivery of and payment for the Shares in
accordance with paragraph 1 above, the GS Funds thereby surrender all rights
they have had as stockholders of Biofield (including, without limitation, voting
rights and rights to receive distributions from Biofield).
7. Entire Agreement. This Agreement (i) contains the entire agreement
among the parties with respect to the transaction contemplated hereby, (ii)
supersedes all prior agreements, written or oral, with respect thereto, and
(iii) may be amended only by a writing executed by all of the parties.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the State of Delaware without giving effect to the principles of
conflicts of law thereof.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one agreement.
Page 15 of 17 pages
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.P., its general partner
GS Advisors, Inc., its general partner
By: /s/ Katherine B. Enquist
---------------------------------------
STONE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
General Partner
By: /s/ Katherine B. Enquist
---------------------------------------
STONE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
General Partner
By: /s/ Katherine B. Enquist
---------------------------------------
BRIDGE STREET FUND 1995, L.P.
By: Stone Street Value Corp.,
Managing General Partner
By: /s/ Katherine B. Enquist
---------------------------------------
BRIDGE STREET FUND 1994, L.P.
By: Stone Street Funding Corp.,
Managing General Partner
By: /s/ Katherine B. Enquist
---------------------------------------
BIOFIELD CORP.
By: /s/ D. Carl Long
---------------------------------------
Name: D. Carl Long
Title President and Chief Executive Officer
SCHEDULE A
HOLDER NUMBER OF SHARES
GS Capital Partners, L.P. 2,021,523
Stone Street Fund 1995, L.P. 52,841
Stone Street Fund 1994, L.P. 54,860
Bridge Street Fund 1995, L.P. 59,463
Bridge Street Fund 1994, L.P. 57,444
Page 16 of 17 pages
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EXHIBIT 10.2
December 28, 1998
To the Board of Directors of Biofield Corp.:
I, Joseph H. Gleberman, hereby resign, effective immediately, from my
position on the Board of Directors of Biofield Corp. and all committees thereof.
In addition, effective immediately, I hereby tender to the Company for
cancellation all options to acquire shares of Common Stock granted to me
pursuant to the Biofield Corp. 1996 Stock Option Plan for Non-Employee
Directors, and I hereby forfeit all of my rights in and to such options.
/s/ Joseph H. Gleberman
____________________________
Joseph H. Gleberman
AGREED & ACCEPTED
BIOFIELD CORP.
/s/ D. Carl Long
_________________________
D. Carl Long
Page 17 of 17 pages
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