UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
Orion Power Holdings, Inc.
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(Name of Issuer)
Common Stock (Par Value $ 0.01 Per Share)
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(Title of Class of Securities)
686286105
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(CUSIP Number)
David J. Greenwald, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
(212) 902-1000
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
September 26, 2001
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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).
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 40,851,400
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
40,851,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,851,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON
HC-CO
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 40,851,400
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
40,851,400
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,851,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
14 TYPE OF REPORTING PERSON
BD-PN-IA
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II, 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 17,950,838
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
17,950,838
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,950,838
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS, 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 17,950,838
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
17,950,838
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,950,838
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II 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 7,136,196
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
7,136,196
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,136,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS ADVISORS II, 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 7,136,196
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
7,136,196
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,136,196
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS II (GERMANY) CIVIL LAW PARTNERSHIP
(WITH LIMITATION OF LIABILITY)
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 662,113
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
662,113
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
662,113
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%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP
(WITH LIMITATION OF LIABILITY)
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 472,839
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
472,839
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,839
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON
PN
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 1,134,952
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
1,134,952
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,134,952
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET FUND 1998, 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 925,335
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
925,335
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
925,335
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET FUND 1998, 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 279,267
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
279,267
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
279,267
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STONE STREET 1998, 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 1,204,602
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
1,204,602
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,204,602
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%
14 TYPE OF REPORTING PERSON
OO
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 10,242,359
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
10,242,359
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,242,359
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
14 TYPE OF REPORTING PERSON
PN
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 2,815,747
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
2,815,747
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
14 TYPE OF REPORTING PERSON
PN
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 13,058,106
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
13,058,106
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,058,106
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.4%
14 TYPE OF REPORTING PERSON
OO
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 219,423
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
219,423
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,423
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
PN
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 219,423
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
219,423
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,423
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
OO
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET SPECIAL OPPORTUNITIES 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 146,283
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
146,283
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,283
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON
PN
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRIDGE STREET SPECIAL OPPORTUNITIES 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 146,283
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH: 0
10 SHARED DISPOSITIVE POWER
146,283
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,283
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON
OO
This Amendment No.1 amends and supplements the Statement on Schedule
13D (the"Schedule 13D") filed on November 30, 2000, by GS Capital Partners II,
L.P. ("GSCP II"), GS Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS
Capital Partners II (Germany) Civil Law Partnership ("GSCP II Germany"), Stone
Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge
1998"), GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III
Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law
Partnership ("GSCP III Germany"), Stone Street Fund 2000, L.P. ("Stone 2000"),
Bridge Special Opportunities Fund 2000, L.P. ("Bridge 2000"; and together with
GSCP II, GSCP II Offshore, GSCP II Germany, Stone 1998, Bridge 1998, GSCP III,
GSCP III Offshore, GSCP III Germany, and Stone 2000, the "Limited
Partnerships"), GS Advisors, L.L.C. ("GS Advisors"), GS Advisors II, L.L.C. ("GS
Advisors II"), GS Advisors III, L.L.C. ("GS Advisors III"), Goldman, Sachs & Co.
oHG ("GS oHG"), Stone Street 1998, L.L.C. ("Stone 1998 L.L.C."), Stone Street
2000, L.L.C. ("Stone 2000 L.L.C."), Bridge Street Special Opportunities 2000,
L.L.C. ("Bridge 2000 L.L.C.), Goldman, Sachs & Co. ("Goldman Sachs"), and The
Goldman Sachs Group, Inc. ("GS Group"; and together with the Limited
Partnerships, GS Advisors, GS Advisors II, GS Advisors III, GS oHG, Stone 1998
L.L.C., Stone 2000 L.L.C., Bridge 2000 L.L.C. and Goldman Sachs, collectively,
the "Filing Persons"), relating to the common stock, par value $.01 per share
(the "Common Stock"), of Orion Power Holdings Inc., a Delaware corporation (the
"Company")(1).
ITEM 4. Purpose of Transaction.
-----------------------
Item 4 of the Schedule 13D is hereby amended and supplemented as
follows:
On September 26, 2001, GSCP III, GSCP III Offshore, GSCP II, GSCP II
Offshore, Stone 1998, Bridge 1998, Stone 2000, Bridge 2000, Goldman, Sachs &
CO. Verwaltungs GmbH, as nominee for each of GSCP II Germany and GSCP III
Germany (collectively, the "Goldman Group") and Reliant Resources, Inc.
entered into a Stockholder Agreement (the "Reliant Stockholder Agreement").
Pursuant to the Reliant Stockholder Agreement each member of the Goldman
Group has agreed, among others things, (i) to vote the Common Stock owned by
such member in favor of the approval of the Merger Agreement (as defined in
the Reliant Stockholder Agreement) and (ii) not to transfer any of the Common
Stock owned by such member or any options or warrants to acquire, or
securities convertible into, shares of Common Stock, in each case on the
terms and conditions set forth therein. The foregoing description of the
Reliant Stockholder Agreement is qualified in its entirety by reference to
the Reliant Stockholder Agreement, a copy of which is filed as Exhibit 99.27
hereto, and is incorporated herein by reference.
ITEM 5. Interests in Securities of the Issuer.
-------------------------------------
Item 5(a) of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) As of September 26, 2001, GSCP II beneficially owned, and its sole
general partner, GS Advisors, may be deemed to have beneficially owned, an
aggregate of 17,950,838 shares of Common Stock, by reason of GSCP II's
beneficial ownership of 14,984,097 shares of Common Stock and warrants to
purchase 2,966,741 shares of Common Stock, representing in the aggregate
approximately 16.9% of the shares of Common Stock reported to be outstanding at
June 30, 2001 in the Company's quarterly report on Form 10Q for the period ended
June 30, 2001 (the "10Q").
As of September 26, 2001, GSCP II Offshore beneficially owned, and its
sole general partner, GS Advisors II may be deemed to have beneficially owned,
an aggregate of 7,136,196 shares of Common Stock, by reason of GSCP II
Offshore's beneficial ownership of 5,956,795 shares of Common Stock and warrants
to purchase 1,179,401 shares of Common Stock, representing in the aggregate
approximately 6.8% of the shares of Common Stock reported to be outstanding in
the 10Q.
As of September 26, 2001, GS II Germany beneficially owned an
aggregate of 662,113 shares of Common Stock, by reason of GSCP II Germany's
beneficial ownership of 552,685 shares of Common Stock and warrants to purchase
109,428 shares of Common Stock representing in the aggregate approximately 0.6%
of the shares of Common Stock reported to be outstanding in the 10Q.
As of September 26, 2001, Stone 1998 beneficially owned an aggregate
of 925,335
----------------------
(1) Neither the present filing nor anything contained herein will be
construed as an admission that any Filing Person constitutes a "person" for any
purpose other than for compliance with Section 13(d) of the Securities Exchange
Act of 1934.
shares of Common Stock, by reason of Stone 1998's beneficial ownership of
773,101 shares of Common Stock and warrants to purchase 152,234 shares of Common
Stock representing in the aggregate approximately 0.9% of the shares of Common
Stock reported to be outstanding in the 10Q.
As of September 26, 2001, Bridge 1998 beneficially owned an aggregate
of 279,267 shares of Common Stock, by reason of Bridge 1998's beneficial
ownership of 233,322 shares of Common Stock and warrants to purchase 45,945
shares of Common Stock representing in the aggregate approximately 0.3% of the
shares of Common Stock reported to be outstanding in the 10Q.
As of September 26, 2001, GSCP III beneficially owned, and its sole
general partner, GS Advisors III may be deemed to have beneficially owned, an
aggregate of 10,242,359 shares of Common Stock, by reason of GSCP III's
beneficial ownership of 8,796,383 shares of Common Stock and warrants to
purchase 1,445,976 shares of Common Stock representing in the aggregate
approximately 9.8% of the shares of Common Stock reported to be outstanding in
the 10Q.
As of September 26, 2001, GSCP III Offshore beneficially owned, and
its sole general partner, GS Advisors III, may be deemed to have beneficially
owned, an aggregate of 2,815,747 shares of Common Stock, by reason of GSCP III
Offshore's beneficial ownership of 2,418,232 shares of Common Stock and warrants
to purchase 397,515 shares of Common Stock, representing in the aggregate
approximately 2.7% of the shares of Common Stock reported to be outstanding in
the 10Q.
As of September 26, 2001, GSCP III Germany beneficially owned an
aggregate of 472,839 shares of Common Stock, by reason of GSCP III Germany's
beneficial ownership of 406,086 shares of Common Stock and warrants to purchase
66,753 shares of Common Stock, representing in the aggregate approximately 0.5%
of the shares of Common Stock reported to be outstanding in the 10Q.
As of September 26, 2001, Stone 2000 beneficially owned, and its sole
general partner, Stone 2000 L.L.C. may be deemed to have beneficially owned, an
aggregate of 219,423 shares of Common Stock, by reason of Stone 2000's
beneficial ownership of 197,579 shares of Common Stock and warrants to purchase
21,844 shares of Common Stock, representing in the aggregate approximately 0.2%
of the shares of Common Stock reported to be outstanding in the 10Q.
As of September 26, 2001, Bridge 2000 beneficially owned, and its sole
general partner, Bridge 2000 L.L.C., may be deemed to have beneficially owned,
an aggregate of 146,283 shares of Common Stock, by reason of Bridge 2000's
beneficial ownership of 131,720 shares of Common Stock and warrants to purchase
14,563 shares of Common Stock, representing in the aggregate approximately 0.1%
of the shares of Common Stock reported to be outstanding in the 10Q.
As of September 26, 2001, GS oHG beneficially owned an aggregate of
1,134,952 shares of Common Stock, by reason of GS oHG's beneficial ownership of
958,771 shares of Common Stock and warrants to purchase 176,181 shares of Common
Stock, representing in the aggregate approximately 1.1% of the shares of Common
Stock reported to be outstanding in the 10Q.
As of September 26, 2001, Stone 1998 L.L.C. beneficially owned an
aggregate of 1,204,609 of shares of Common Stock, by reason of Stone 1998's
beneficial ownership of 925,335 shares of Common Stock and Bridge 1998's
beneficial ownership of 279,267 shares of Common Stock as described above,
representing in the aggregate, approximately 1.2% of the shares of Common Stock
reported to be outstanding in the 10Q.
As of September 26, 2001, each of Goldman Sachs and GS Group may be
deemed to have beneficially owned an aggregate of 40,851,400 shares of Common
Stock, representing in the aggregate approximately 37.2% of the shares of Common
Stock reported to be outstanding as of September 26, 2000 by the Company,
consisting of (i) 40,850,400 shares of Common Stock beneficially owned by the
Limited Partnerships as described above, and (ii) 1,000 shares of Common Stock
acquired by Goldman Sachs in ordinary trading activities.
GS Group and Goldman Sachs each disclaim beneficial ownership of the
shares of Common Stock beneficially owned by the Limited Partnerships to the
extent of partnership interests in the Limited Partnerships held by persons
other than GS Group, Goldman Sachs or their affiliates.
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-i, II-B-ii, II-C or
II-D hereto beneficially owns any shares of Common Stock as of September 26,
2001, other than as set forth herein.
Item 5(c) of the Schedule 13D is hereby amended and restated in its
entirety as follows:
No transactions in the Common Stock were effected by the Filing
Persons, or, to the knowledge of the Filing Persons, any of the persons
listed on Schedule I, II-Ai, II-A-ii, II-B-ii, II-C-i, II-C-ii and II-D
hereto, during the period from July 28, 2001 through September 26, 2001.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
-------------------------------------------------------------
Item 6 of the Schedule 13D is hereby amended and supplemented as
follows:
On September 26, 2001, the Goldman Group and Reliant Resources, Inc. entered
into the Reliant Stockholder Agreement. See Item 4 which is incorporated
herein by reference in its entirety.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
Item 7 of the Schedule 13D is hereby amended and supplemented as
follows:
Exhibit 99.27 Form of Stockholder Agreement, dated as of September 26, 2001,
among GSCP III, GSCP II Offshore, GSCP II, GSCP II Offshore,
Stone 1998, Bridge 1998, Stone 2000, Bridge 2000, Goldman,
Sachs & Co. Verwaltung GmbH, as nominee for each of GSCP II
Germany and GSCP III Germany and Reliant Resources, Inc.
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.
September 28, 2001
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS II, L.P.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS, L.L.C.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS II
OFFSHORE, L.P.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS ADVISORS II, L.L.C.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
GS CAPITAL PARTNERS II
(GERMANY) CIVIL LAW PARTNERSHIP
(with limitation of liability)
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 1998, L.P.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
BRIDGE STREET FUND 1998, L.P.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
STONE STREET 1998, 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 ADVISORS III, L.L.C.
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
BRIDGE STREET SPECIAL
OPPORTUNITIES FUND 2000, L.P.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
BRIDGE STREET SPECIAL
OPPORTUNITIES 2000, L.L.C.
By: /s/ Roger S. Begelman
--------------------------
Name: Roger S. Begelman
Title: Attorney-in-fact
Date: September 28, 2001
------------------------
EXHIBITS
Exhibit 99.27 Form of Stockholder Agreement, dated as of September 26, 2001,
among GSCP III, GSCP II Offshore, GSCP II, GSCP II Offshore,
Stone 1998, Bridge 1998, Stone 2000, Bridge 2000, Goldman,
Sachs & Co. Verwaltung GmbH, as nominee for each of GSCP II
Germany and GSCP III Germany and Reliant Resources, Inc.
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. 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.
Robert J. Hurst Vice Chairman of The Goldman Sachs Group,
Inc.
John A. Thain President and Co-Chief Operating Officer of
The Goldman Sachs Group, Inc.
John L. Thornton President and Co-Chief Operating Officer of
The Goldman Sachs Group, Inc.
Lord Browne of Madingley Group Chief Executive of BP Amoco plc
James A. Johnson Chairman and Chief Executive Officer of
Johnson Capital Partners
John H. Bryan Chairman of Sara Lee Corporation
Ruth J. Simmons President of Brown University
Page xx of xx pages
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 II, L.P., the name, position and present principal occupation of
each executive officer of GS Advisors II, L.L.C., the sole general
partner of GS Capital Partners II Offshore, L.P. and the name, position
and present principal occupation of each executive officer of GS
Advisors III, L.L.C., the sole general partner of each of GS Capital
Partners III, L.P. and GS Capital Partners III Offshore, L.P., are set forth
below.
The business address for all the executive officers listed below
except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin, Mary Nee and
Ulrika Werdelin is 85 Broad Street, New York, New York 10004. The
business address of Richard S. Sharp, Barry S. Volpert, Antoine L. Schwartz,
Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel
Plantevin and Ulrika Werdelin is 133 Fleet Street, London EC4A 2BB, England.
The business address of Syaru (Shirley) Lin, and Mary Nee is Cheung Kong
Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business
address of Gene T. Sykes and Randall A. Blumenthal is 2765 Sand Hill Road,
Menlo Park, CA 94025.
All executive officers listed below are United States citizens
except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E.
Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel
Plantevin, and Ulrika Werdelin. Richard S. Sharp is a citizen of the United
Kingdom. Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen
of Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel Plantevin
are citizens of France. Patrick E. Mulvihill is a citizen of Ireland.
Peter Schiefer is a citizen of Germany. 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.
Gene T. Sykes 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.
Patrick E. Mulvihill Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
David J. Greenwald Assistant Secretary Managing Director of
Goldman, Sachs & Co.
Dan H. Jester Assistant Treasurer 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.
Syaru (Shirley) Lin Vice President Managing Director of
Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of
Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of
Goldman Sachs International
Peter Schiefer 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
Michel Plantevin Vice President Managing Director of
Goldman Sachs International
John E. Bowman Vice President Vice President of
Goldman, Sachs & Co.
Katherine B. Enquist Vice President/ Vice President of
Secretary Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of
Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President of
Goldman, Sachs & Co.
Mary Nee Vice President Executive Director of
Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Ulrika Werdelin Vice President Executive Director of
Goldman Sachs International
Page xx of xx pages
SCHEDULE II-B-i
---------------
The name, position and present principal occupation of each
executive officer of Stone Street 1998, L.L.C., the sole general partner of
Stone Street Fund 1998, L.P. and the managing general partner of Bridge
Street Fund 1998, L.P., and 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 all the executive officers listed below
except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin, Mary Nee and
Ulrika Werdelin is 85 Broad Street, New York, New York 10004. The
business address of Richard S. Sharp, Barry S. Volpert, Antoine L. Schwartz,
Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel
Plantevin and Ulrika Werdelin is 133 Fleet Street, London EC4A 2BB, England.
The business address of Syaru (Shirley) Lin and Mary Nee is Cheung Kong
Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business
address of Gene T. Sykes and Randall A. Blumenthal is 2765 Sand Hill Road,
Menlo Park, CA 94025.
All executive officers listed below are United States citizens
except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E.
Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel
Plantevin, and Ulrika Werdelin. Richard S. Sharp is a citizen of the United
Kingdom. Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen
of Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel Plantevin
are citizens of France. Patrick E. Mulvihill is a citizen of Ireland.
Peter Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of
Sweden.
Name Position Present Principal Occupation
--------------------------------------------------------------------------------
Peter M. Sacerdote Chairman/ Advisory Director of
President 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.
Gene T. Sykes 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/ Managing Director of
Assistant Secretary Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of
Goldman Sachs International
Sanjeev K. Mehra Vice President/ Managing Director of
Treasurer 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.
Patrick E. Mulvihill Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
David J. Greenwald Vice President/ Managing Director of
Assistant Secretary 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.
Dan H. Jester Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of
Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of
Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of
Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of
Goldman Sachs International
Peter Schiefer 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
Michel Plantevin Vice President Managing Director of
Goldman Sachs International
John E. Bowman Vice President Vice President of
Goldman, Sachs & Co.
Katherine B. Enquist Vice President/ Vice President of
Secretary Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of
Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President of
Goldman, Sachs & Co.
Mary Nee Vice President Executive Director of
Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of
Goldman, Sachs & Co.
Ulrika Werdelin Vice President Executive Director of
Goldman Sachs International
Page xx of xx pages
SCHEDULE II-C-i
---------------
The name, position and present principal occupation of each executive
officer of Bridge Street Special Opportunities 2000, L.L.C., the sole general
partner of Bridge Street Special Opportunities Fund 2000, L.P., are set forth
below.
The business address for all the executive officers listed below
except Gene T. Sykes, Richard S. Sharp, Barry S. Volpert, Antoine L.
Schwartz, Hughes B. Lepic, Randall A. Blumenthal, Syaru (Shirley) Lin,
Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin, Mary Nee and
Ulrika Werdelin is 85 Broad Street, New York, New York 10004. The
business address of Richard S. Sharp, Barry S. Volpert, Antoine L. Schwartz,
Hughes B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel
Plantevin and Ulrika Werdelin is 133 Fleet Street, London EC4A 2BB, England.
The business address of Syaru Shirley) Lin and Mary Nee is Cheung Kong
Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business
address of Gene T. Sykes and Randall A. Blumenthal is 2765 Sand Hill Road,
Menlo Park, CA 94025.
All executive officers listed below are United States citizens
except Richard S. Sharp, Sanjeev K. Mehra, Antoine L. Schwartz, Patrick E.
Mulvihill, Hughes B. Lepic, Peter Schiefer, Atul Kapur, Michel
Plantevin, and Ulrika Werdelin. Richard S. Sharp is a citizen of the United
Kingdom. Sanjeev K. Mehra is a citizen of India. Atul Kapur is a citizen
of Singapore. Antoine L. Schwartz, Hughes B. Lepic and Michel Plantevin
are citizens of France. Patrick E. Mulvihill is a citizen of Ireland.
Peter Schiefer is a citizen of Germany. Ulrika Werdelin is a citizen of
Sweden.
Name Position Present Principal Occupation
--------------------------------------------------------------------------------
John A. Thain Chairman/President Managing Director of
Goldman, Sachs & Co.
Peter M. Sacerdote Vice President Advisory Director of
Goldman, Sachs & Co.
Peter G. Sachs Vice President Senior Director of
The Goldman Sachs Group, Inc.
Daniel M. Neidich Vice President Managing Director of
Goldman, Sachs & Co.
Richard A. Friedman Vice President Managing Director of
Goldman, Sachs & Co.
Joseph H. Gleberman Vice President Managing Director of
Goldman, Sachs & Co.
Robin Neustein Vice President Managing Director of
Goldman, Sachs & Co.
Terence M. O'Toole Vice President Managing Director of
Goldman, Sachs & Co.
Gene T. Sykes Vice President Managing Director of
Goldman, Sachs & Co.
Henry Cornell Vice President Managing Director of
Goldman, Sachs & Co.
Steven T. Mnuchin Vice President Managing Director of
Goldman, Sachs & Co.
Richard S. Sharp Vice President Managing Director of
Goldman Sachs International
Esta E. Stecher Vice President/ Managing Director of
Assistant Secretary 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 Vice President Managing Director of
Goldman, Sachs & Co.
Patrick E. Mulvihill Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
David J. Greenwald Vice President 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.
Dan H. Jester Vice President/ Managing Director of
Treasurer Goldman, Sachs & Co.
Randall A. Blumenthal Vice President Managing Director of
Goldman, Sachs & Co.
Syaru (Shirley) Lin Vice President Managing Director of
Goldman Sachs (Asia) L.L.C.
Douglas F. Londal Vice President Managing Director of
Goldman, Sachs & Co.
Stephen S. Trevor Vice President Managing Director of
Goldman Sachs International
Peter Schiefer 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
Michel Plantevin Vice President Managing Director of
Goldman Sachs International
John E. Bowman Vice President Vice President of
Goldman, Sachs & Co.
Katherine B. Enquist Vice President/ Vice President of
Secretary Goldman, Sachs & Co.
James B. McHugh Assistant Secretary Vice President of
Goldman, Sachs & Co.
Beverly L. O'Toole Assistant Secretary Vice President of
Goldman, Sachs & Co.
Mary Nee Vice President Vice President of
Goldman Sachs (Asia) L.L.C.
Katherine L. Nissenbaum Vice President/ Vice President of
Assistant Secretary Goldman, Sachs & Co.
Richard J. Stingi Vice President Vice President of
Goldman, Sachs & Co.
Ulrika Werdelin Vice President Vice President of
Goldman Sachs International
Page xx of xx pages
SCHEDULE II-D
-------------
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, Timothy C. Plaut
and Alexander C. Dibelius are citizens of Germany and Jonathan S. King is a
citizen of the United Kingdom.
Name Position Present Principal Occupation
--------------------------------------------------------------------------------
Jonathan S. King Managing Director Executive Director of
Goldman, Sachs & Co. oHG
Timothy C. Plaut Managing Director Managing Director of
Goldman, Sachs & Co. oHG
Alexander C. Dibelius Managing Director Managing Director of
Goldman, Sachs & Co. oHG
Page xx of xx pages