UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4*
POLO RALPH LAUREN CORPORATION
- ------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
- ------------------------------------------------------------------------------
(Title of Class of Securities)
731572103
----------------------------------------------
(CUSIP Number)
BEN I. ADLER, ESQ.
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 4, 2004
----------------------------------------------
(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 schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall 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 shall 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 shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP NO. 731572103 Page 2 of 22 Pages
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
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 10,573,270
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
10,573,270
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,573,270
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6% (10.2% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK ARE
CONVERTED INTO SHARES OF CLASS A COMMON STOCK)
14 TYPE OF REPORTING PERSON
BD-PN-IA
SCHEDULE 13D
CUSIP NO. 731572103 Page 3 of 22 Pages
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-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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 10,573,270
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
10,573,270
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,573,270
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6% (10.2% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK ARE
CONVERTED INTO SHARES OF CLASS A COMMON STOCK)
14 TYPE OF REPORTING PERSON
HC-CO
SCHEDULE 13D
CUSIP NO. 731572103 Page 4 of 22 Pages
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 9,983,708
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
9,983,708
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,983,708
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8% (9.7% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK ARE
CONVERTED INTO SHARES OF CLASS A COMMON STOCK)
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP NO. 731572103 Page 5 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS, LLC
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 9,983,708
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
9,983,708
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,983,708
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8% (9.7% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK ARE
CONVERTED INTO SHARES OF CLASS A COMMON STOCK)
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP NO. 731572103 Page 6 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1994, 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 286,878
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
286,878
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
286,878
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (0.3% OR OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK ARE
CONVERTED INTO SHARES OF CLASS A COMMON STOCK)
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP NO. 731572103 Page 7 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET FUND 1994, 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 300,393
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
300,393
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (0.3% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK ARE
CONVERTED INTO SHARES OF CLASS A COMMON STOCK)
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP NO. 731572103 Page 8 of 22 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1994, 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 587,271
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
587,271
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,271
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2% (0.6% OF OUTSTANDING SHARES OF CLASS A COMMON STOCK ASSUMING ALL
OUTSTANDING SHARES OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK ARE
CONVERTED INTO SHARES OF CLASS A COMMON STOCK)
14 TYPE OF REPORTING PERSON
OO
AMENDMENT NO. 4 TO
SCHEDULE 13D
RELATING TO THE CLASS A COMMON STOCK OF
POLO RALPH LAUREN CORPORATION
GS Capital Partners, L.P. ("GS Capital"), Stone Street Fund 1994, L.P.
("Stone Street"), Bridge Street Fund 1994, L.P. ("Bridge Street" and
together with GS Capital and Stone Street, the "Limited Partnerships"), GS
Advisors, L.L.C. ("GS Advisors"), Stone Street 1994, L.L.C. ("Stone GP"),
Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc.
("GS Group" and, together with Goldman Sachs, GS Advisors, Stone GP and the
Limited Partnerships, the "Filing Persons")(1) hereby amend this statement
on Schedule 13D filed with respect to the Class A Common Stock, $0.01 par
value per share (the "Class A Common Stock"), of Polo Ralph Lauren
Corporation, a Delaware corporation (the "Company"), as most recently
amended by Amendment No. 3 thereto filed May 16, 2002 (as amended, the
"Schedule 13D"). Goldman Sachs and GS Group may be deemed, for purposes of
this Statement, to beneficially own shares of Class A Common Stock through
the Limited Partnerships. The Limited Partnerships own shares of Class C
Common Stock, which are convertible into shares of Class A Common Stock.
Goldman Sachs and GS Group each disclaims beneficial ownership of shares of
Class A Common Stock beneficially owned by the Limited Partnerships to the
extent of partnership interests in the Limited Partnerships held by persons
other than Goldman Sachs, GS Group or their affiliates. Goldman Sachs and
GS Group may also be deemed to beneficially own from time to time shares
acquired in ordinary course trading activities by Goldman Sachs. Unless
otherwise indicated, all capitalized terms used but not defined herein
shall have the same meaning ascribed to them 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.
This Amendment No. 4 is being filed to report the exercise by the
Limited Partnerships of their demand registration rights under the
Registration Rights Agreement with respect to the Company's Class A Common
Stock.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Item 2 is hereby amended by amending Schedules I, II-A-i, II-A-ii,
II-B-i, II-B-ii and III hereto, to read in their entirety as
attached hereto.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 is hereby amended by replacing the final paragraph thereof with
the following paragraphs:
Pursuant to Section 2.1(a)(ii) of the Registration Rights Agreement,
the Limited Partnerships provided the Company with written notice of the
exercise of their demand registration rights dated February 4, 2004 (the
"Demand Request Notice"). The Limited Partnerships have requested that the
Company file a registration statement on Form S-3 with respect to an
aggregate of 10,570,979 shares of the Company's Class A Common Stock (into
which the shares of the Company's Class C Common Stock held by the Limited
Partnerships are convertible at any time on a one-for-one basis), subject
to an underwriters "green shoe" election. Goldman Sachs may act as an
underwriter in the offering of the Company's Class A Common Stock.
Although the Limited Partnerships (i) have exercised their rights
under the Registration Rights Agreement to cause the Company to register
the sale of 10,570,979 shares of the Company's Class A Common Stock
beneficially owned by the Limited Partnerships and (ii) depending on market
conditions and other factors in existence at the time of any such
disposition, presently intend to dispose of all such shares in a registered
public offering thereof or otherwise, there can be no assurance that a
registration statement with respect to the sale of such shares will be
filed and declared effective by the Securities and Exchange Commission or
that such shares will ultimately be sold pursuant to such registration
statement or otherwise.
Each of the Filing Persons reserves the right, in light of its ongoing
evaluation of the Company's financial condition, business, operations and
prospects, the market price of the Class A Common Stock, conditions in the
securities markets generally, general economic and industry conditions, its
business objectives and other relevant factors, to change its plans and
intentions at any time, as it deems appropriate. In particular, any one or
more of the Filing Persons (and their respective affiliates) reserves the
right (subject to any applicable limitations imposed on the sale of any of
their Company securities by the Securities Act of 1933, as amended, or
other applicable law) to (i) purchase additional shares of Class A Common
Stock or other securities of the Company, (ii) sell or transfer shares of
Class A Common Stock beneficially owned by them from time to time in public
or private transactions, (iii) 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 Class A Common Stock and
(iv) cause any of the Limited Partnerships to distribute in kind to their
respective partners shares of Class A Common Stock or other securities of
the Company owned by such Limited Partnerships. To the knowledge of each
Filing Person, each of the persons listed on Schedules I, II-A-i, II-A-ii,
II-B-i and II-B-ii hereto may make similar evaluations from time to time or
on an ongoing basis.
Except as described in this Schedule 13D and except for arrangements
between and among the Filing Persons, none of the Filing Persons has any
contracts, agreements, arrangements, understandings or relationships with
any other person or entity for the purpose of acquiring, holding, voting or
disposing of any shares of Class A Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Items 5(a)-(e) are hereby amended in their entirety as follows:
Based on the information contained in the Company's Form 10-Q for the
quarterly period ended September 27, 2003 (the "September 2003 10-Q"),
filed with the SEC on November 12, 2003, there were outstanding as of
November 7, 2003, 49,584,129 shares of Class A Common Stock (103,435,129
shares of Class A Common Stock, assuming all shares of Class B Common Stock
and Class C Common Stock are converted into shares of Class A Common
Stock), 43,280,021 shares of Class B Common Stock and 10,570,979 shares of
Class C Common Stock. Accordingly, for purposes of this Statement, the
holder of shares of Class C Common Stock may be deemed to beneficially own
an equal number of shares of Class A Common Stock.
(a) As of February 4, 2004, each of GS Capital and GS Advisors may be
deemed to beneficially own 9,983,708 shares of Class A Common Stock,
representing approximately 16.8% of the outstanding shares of Class A
Common Stock reported to be outstanding in the September 2003 10-Q,
assuming that all of GS Capital's shares of Class C Common Stock but no
other shares of Class C Common Stock were converted into shares of Class A
Common Stock. Assuming all outstanding shares of Class B Common Stock and
Class C Common Stock were converted into shares of Class A Common Stock,
each of GS Capital and GS Advisors may be deemed to beneficially own, as of
February 4, 2004, approximately 9.7% of the outstanding shares of Class A
Common Stock.
As of February 4, 2004, Stone Street may be deemed to beneficially own
286,878 shares of Class A Common Stock, representing approximately 0.6% of
the outstanding shares of Class A Common Stock reported to be outstanding
in the September 2003 10-Q, assuming that all of Stone Street's shares of
Class C Common Stock but no other shares of Class C Common Stock were
converted into shares of Class A Common Stock. Assuming all outstanding
shares of Class B Common Stock and Class C Common Stock were converted into
shares of Class A Common Stock, Stone Street may be deemed to beneficially
own, as of February 4, 2004, approximately 0.3% of the outstanding shares
of Class A Common Stock.
As of February 4, 2004, Bridge Street may be deemed to beneficially
own 300,393 shares of Class A Common Stock, representing approximately 0.6%
of the outstanding shares of Class A Common Stock reported to be
outstanding in the September 2003 10-Q, assuming that all of Bridge
Street's shares of Class C Common Stock but no other shares of Class C
Common Stock were converted into shares of Class A Common Stock. Assuming
all outstanding shares of Class B Common Stock and Class C Common Stock
were converted into shares of Class A Common Stock, Bridge Street may be
deemed to beneficially own, as of February 4, 2004, approximately 0.3% of
the outstanding shares of Class A Common Stock.
As of February 4, 2004, Stone GP, as the general partner of Stone
Street and the managing general partner of Bridge Street, may be deemed to
beneficially own 587,271 shares of Class A Common Stock, representing
approximately 1.2% of the outstanding shares of Class A Common Stock
reported to be outstanding in the September 2003 10-Q, assuming that all of
Stone Street's and Bridge Street's shares of Class C Common Stock but no
other shares of Class C Common Stock were converted into shares of Class A
Common Stock. Assuming all outstanding shares of Class B Common Stock and
Class C Common Stock were converted into shares of Class A Common Stock,
Stone GP may be deemed to beneficially own, as of February 4, 2004,
approximately 0.6% of the outstanding shares of Class A Common Stock.
As of February 4, 2004, which is the date of the most recent available
information, each of Goldman Sachs and GS Group may be deemed to
beneficially own 2,291 shares of Class A Common Stock acquired as a result
of ordinary course trading activities by Goldman Sachs. In addition, as of
February 4, 2004, Goldman Sachs and GS Group may be deemed to beneficially
own an aggregate of 10,570,979 shares of Class A Common Stock, which may be
deemed to be beneficially owned by the Limited Partnerships as described
above. Accordingly, as of February 4, 2004, Goldman Sachs and GS Group may
be deemed to beneficially own approximately 17.6% of the shares of Class A
Common Stock reported to be outstanding in the September 2003 10-Q,
assuming that all of the shares of Class C Common Stock owned by the
Limited Partnerships were converted into shares of Class A Common Stock.
Assuming that all outstanding shares of Class B Common Stock and Class C
Common Stock were converted into shares of Class A Common Stock, Goldman
Sachs and GS Group may be deemed to beneficially own, as of February 4,
2004, approximately 10.2% of the outstanding shares of Class A Common
Stock.
Goldman Sachs and GS Group each disclaim beneficial ownership of the
shares of Class A Common Stock which may be deemed to be beneficially owned
by the Limited Partnerships to the extent of partnership interests in the
Limited Partnerships held by persons other than Goldman Sachs, GS Group or
their affiliates.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this
filing reflects the securities beneficially owned by the investment banking
division of GS Group and its subsidiaries and affiliates (collectively,
"IBD"). This filing does not reflect securities, if any, beneficially owned
by any other operating unit of GS Group. IBD disclaims beneficial ownership
of the securities beneficially owned by (i) any client accounts with
respect to which IBD or its employees have voting or investment discretion,
or both and (ii) certain investment entities, of which IBD is the general
partner, managing general partner or other manager, to the extent interests
in such entities are held by persons other than IBD.
None of the Filing Persons or, to the knowledge of any of the Filing
Persons, any of the persons listed on Schedules I, II-A-i, II-A-ii, II-B-i
or II-B-ii hereto, may be deemed to beneficially own any shares of Class A
Common Stock as of February 4, 2004, 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 Class A Common Stock
beneficially owned by such Filing Person as indicated in pages 2 through 8
above.
(c) Except as otherwise described herein, no transactions in the Class A
Common Stock were effected by Filing Persons or, to the knowledge of any of
the Filing Persons, any of the persons listed on Schedules I, II-A-i,
II-A-ii, II-B-i or II-B-ii hereto during the past sixty days.
(d) 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 Class A 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.
-------------------------------------------------------------
Item 6 is hereby amended by adding the following at the end thereof:
The responses set forth in Items 3 and 4 of this Schedule 13D are
incorporated herein by reference in their entirety.
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: February 6, 2004
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
GS CAPITAL PARTNERS, L.P. GS ADVISORS, L.L.C.
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 1994, L.P. BRIDGE STREET FUND 1994, 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 1994, L.L.C.
By: /s/ Roger S. Begelman
---------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
SCHEDULE I
----------
The name of each director of The Goldman Sachs Group, Inc. is set
forth below.
The business address of each person listed below is c/o Goldman, Sachs
& Co., 85 Broad Street, New York, NY 10004.
Each person is a citizen of the United States of America except for
Lord Browne of Madingley, who is a citizen of the United Kingdom and Claes
Dahlback, who is a citizen of Sweden. The present principal occupation or
employment of each of the listed persons is set forth below.
Name Present Principal Occupation
Henry M. Paulson, Jr. Chairman and Chief Executive Officer of The Goldman
Sachs Group, Inc.
Lloyd C. Blankfein President and Chief Operating Officer of The Goldman
Sachs Group, Inc.
Lord Browne of Madingley Group Chief Executive of BP plc
John H. Bryan Retired Chairman and Chief Executive Officer of Sara
Lee Corporation
Claes Dahlback Nonexecutive Chairman of Investor AB
William W. George Retired Chairman and Chief Executive Officer of
Medtronic, Inc.
James A. Johnson Vice Chairman of Perseus, L.L.C.
Edward M. Liddy Chairman of the Board, President and Chief Executive
Officer of The Allstate Corporation
Ruth J. Simmons President of Brown University
SCHEDULE II-A-i
---------------
The name, position and present principal occupation of each executive
officer of GS Advisors, L.L.C., the sole general partner of GS Capital
Partners, L.P., are set forth below.
The business address for all the executive officers listed below is 85
Broad Street, New York, New York 10004, except as follows: The business
address of Richard S. Sharp, Antoine L. Schwartz, Hughes B. Lepic, Stephen
S. Trevor, Atul Kapur, Robert G. Doumar, Jr. and Ulrika Werdelin is
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555
California Street, 45th Floor, San Francisco, CA 94104. The business
address of Gene T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the
Stars, Los Angeles, CA 90067. The business address of Muneer A. Satter is
4900 Sears Tower, Chicago, IL 60606.
All executive officers listed below are United States citizens, except
as follows: Richard S. Sharp is a citizen of the United Kingdom. Atul Kapur
is a citizen of Singapore. Antoine L. Schwartz and Hughes B. Lepic are
citizens of France. Adrian M. Jones is a citizen of Ireland. Ulrika
Werdelin is a citizen of Sweden.
Name Position Present Principal Occupation
- ---- -------- ----------------------------
Richard A. Friedman President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Assistant Secretary Managing Director of Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of Goldman Sachs International
Sanjeev K. Mehra Vice President Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Treasurer Managing Director of Goldman, Sachs & Co.
David M. Weil Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Managing Director of Goldman, Sachs & Co.
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co.
Atul Kapur Vice President Managing Director of Goldman Sachs International
Robert G. Doumar, Jr. Vice President Managing Director of Goldman Sachs International
Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co.
Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co.
Adrian M. Jones Vice President Managing Director of Goldman, Sachs & Co.
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs & Co.
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co.
Elizabeth C. Marcellino Vice President Managing Director of Goldman, Sachs & Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Managing Director of Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs & Co.
Matthew E. Tropp Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C.
Ulrika Werdelin Vice President Executive Director of Goldman Sachs International
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
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,
L.L.C., are set forth below.
The business address for each member listed below is 85 Broad Street,
New York, New York 10004, except as follows: The business address of Gene
T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the Stars, Los Angeles,
CA 90067. The business address of Richard S. Sharp and Antoine L. Schwartz
is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Muneer A. Satter is 4900 Sears Tower, Chicago, IL
60606.
All members listed below are United States citizens, except as
follows: Richard S. Sharp is a citizen of the United Kingdom 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.
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
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Managing Director of Goldman, Sachs & Co.
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Antoine L. Schwartz Managing Director of Goldman Sachs International
SCHEDULE II-B-i
---------------
The name, position and present principal occupation of each executive
officer of Stone Street 1994, L.L.C., the sole general partner of Stone
Street Fund 1994, L.P. and the managing general partner of Bridge Street
Fund 1994, L.P., are set forth below.
The business address for all the executive officers listed below is 85
Broad Street, New York, New York 10004, except as follows: The business
address of Richard S. Sharp, Antoine L. Schwartz, Hughes B. Lepic, Stephen
S. Trevor, Atul Kapur, Robert G. Doumar, Jr. and Ulrika Werdelin is
Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The
business address of Mary Nee is Cheung Kong Center, 68th Floor, 2 Queens
Road, Central, Hong Kong. The business address of Joseph P. DiSabato is 555
California Street, 45th Floor, San Francisco, CA 94104. The business
address of Gene T. Sykes is Fox Plaza, Suite 2600, 2121 Avenue of the
Stars, Los Angeles, CA 90067. The business address of Muneer A. Satter is
4900 Sears Tower, Chicago, IL.
All executive officers listed below are United States citizens, except
as follows: Richard S. Sharp is a citizen of the United Kingdom. Atul Kapur
is a citizen of Singapore. Antoine L. Schwartz and Hughes B. Lepic are
citizens of France. Adrian M. Jones is a citizen of Ireland. Ulrika
Werdelin is a citizen of Sweden.
Name Positions Present Principal Occupation
---- --------- ----------------------------
Peter M. Sacerdote Chairman/President Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of The Goldman Sachs Group, Inc.
Richard A. Friedman Vice President Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of Goldman Sachs International
Esta E. Stecher Vice President/ Assistant Managing Director of Goldman, Sachs & Co.
Secretary
Sanjeev K. Mehra Vice President/Treasurer Managing Director of Goldman, Sachs & Co.
Muneer A. Satter Vice President Managing Director of Goldman, Sachs & Co.
Antoine L. Schwartz Vice President Managing Director of Goldman Sachs International
Steven M. Bunson Assistant Secretary Managing Director of Goldman, Sachs & Co.
Elizabeth C. Fascitelli Vice President Managing Director of Goldman, Sachs & Co.
David M. Weil Assistant Treasurer Managing Director of Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Managing Director of Goldman, Sachs & Co.
Secretary
Hughes B. Lepic Vice President Managing Director of Goldman Sachs International
Russell E. Makowsky Assistant Secretary Managing Director of Goldman, Sachs & Co.
Sarah G. Smith Assistant Treasurer Managing Director of Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of Goldman, Sachs & Co.
Douglas F. Londal Vice President Managing Director of Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of Goldman Sachs International
Abraham Bleiberg Vice President Managing Director of Goldman, Sachs & Co.
Joseph P. DiSabato Vice President Managing Director of Goldman, Sachs & Co.
Robert R. Gheewalla Vice President Managing Director of Goldman, Sachs & Co.
Atul Kapur Vice President Managing Director of Goldman Sachs International
Robert G. Doumar, Jr. Vice President Managing Director of Goldman Sachs International
Ben I. Adler Vice President Managing Director of Goldman, Sachs & Co.
Melina E. Higgins Vice President Managing Director of Goldman, Sachs & Co.
Adrian M. Jones Vice President Managing Director of Goldman, Sachs & Co.
Gerald J. Cardinale Vice President Managing Director of Goldman, Sachs & Co.
Mitchell S. Weiss Vice President Vice President of Goldman, Sachs & Co.
Elizabeth C. Marcellino Vice President Managing Director of Goldman, Sachs & Co.
John E. Bowman Vice President Vice President of Goldman, Sachs & Co.
Raymond G. Matera Vice President Vice President of Goldman, Sachs & Co.
Katherine B. Enquist Vice President/Secretary Managing Director of Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President of Goldman, Sachs & Co.
Matthew E. Tropp Assistant Secretary Vice President of Goldman, Sachs & Co.
Mary Nee Vice President Executive Director of Goldman Sachs (Asia) L.L.C.
Richard J. Stingi Vice President Vice President of Goldman, Sachs & Co.
Ulrika Werdelin Vice President Executive Director of Goldman Sachs International
James B. McHugh Assistant Secretary Vice President of Goldman, Sachs & Co.
SCHEDULE II-B-ii
----------------
The name and principal occupation of each member of the Stone Street
Investment Committee of Goldman, Sachs & Co., which exercises the authority
of Goldman, Sachs & Co. in managing Stone Street 1994, L.L.C., are set
forth below.
The business address for each member listed below is 85 Broad Street,
New York, New York 10004.
All members listed below are United States citizens.
Name Present Principal Occupation
- -------------------------------------------------------------------------------
Peter M. Sacerdote Advisory Director of Goldman, Sachs & Co.
Peter G. Sachs Senior Director of The Goldman Sachs Group, Inc.
Richard A. Friedman Managing Director of Goldman, Sachs & Co.
Joseph H. Gleberman Managing Director of Goldman, Sachs & Co.
Terence M. O'Toole Managing Director of Goldman, Sachs & Co.
Sanjeev K. Mehra Managing Director of Goldman, Sachs & Co.
SCHEDULE III
------------
On April 6, 2000, in connection with an industry-wide investigation by
the Securities and Exchange Commission (the "SEC") relating to the pricing
of government securities in advance refunding transactions, Goldman, Sachs
& Co. ("Goldman Sachs") joined in a global settlement resolving the SEC
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.
In November 2002, the SEC, the National Association of Securities
Dealers ("NASD") and the New York Stock Exchange, Inc. ("NYSE") alleged
that five broker dealers, including Goldman Sachs, violated Section 17(a)
of the Exchange Act and Rule 17a-4 thereunder, NYSE Rules 440 and 342 and
NASD Rules 3010 and 3110 by allegedly failing to preserve electronic mail
communications for three years and/or to preserve electronic mail
communications for the first two years in an accessible place, and by
allegedly having inadequate supervisory systems and procedures in relation
to the retention of electronic mail communications. Without admitting or
denying the allegations, the five broker dealers, including Goldman Sachs,
consented to censure by the SEC, NASD and NYSE and to the imposition of a
cease-and-desist order by the SEC and Goldman Sachs paid a total fine of
$1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also
undertook to review its procedures regarding the preservation of electronic
mail communications for compliance with the federal securities laws and
regulations and the rules of the NASD and NYSE, and to confirm within a
specified period of time that it has established systems and procedures
reasonably designed to achieve compliance with those laws, regulations and
rules.
On April 28, 2003, without admitting or denying liability, ten
investment banking firms including Goldman Sachs, entered into global
settlements with the Securities and Exchange Commission (the "SEC"), the
New York Stock Exchange, Inc. (the "NYSE"), the National Association of
Securities Dealers (the "NASD") and certain states to resolve the
investigations relating to equity research analyst conflicts of interest.
Goldman Sachs was charged with violating NYSE Rules 342, 401, 472 and 475,
and NASD Conduct Rules 2110, 2210 and 3010. Goldman Sachs also agreed to a
censure by the NYSE and the NASD and to pay a total of $110,000,000 and to
adopt a set of industry-wide reforms of its research and investment banking
businesses and to adopt certain restrictions on the allocations of "hot"
IPO shares. The terms of the global settlement were entered in an order by
a federal court in the Southern District of New York on October 31, 2003
(Civil Action Number 03CV2944).