Warren Buffett’s deal with Goldman Sachs just keeps getting sweeter. In a filing with the Securities and Exchange Commission yesterday, Goldman revealed that senior executives have agreed to hold the nearly all of their shares in the company for at least three years. They can sell earlier only if Warren Buffett’s Berkshire Hathaway redeems the Goldman preferred stock it bought last week.
All the top guys–chief executive Lloyd Blankfein, chief financial officer David Viniar, and co-chief operating officers Gary Cohn and Jon Winkelried–have signed onto the ‘no sell’ deal. It locks in the executives, their families and their estates, and bars any sale amounting to more than 10% of their common stock.
Goldman’s filing is below.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):
September 28, 2008 THE GOLDMAN SACHS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware No. 001-14965 No. 13-4019460 (State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.) 85 Broad Street
New York, New York
10004 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 902-1000 N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS Item 1.01 Entry into a Material Definitive Agreement. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits. SIGNATURE EX-3.1: CERTIFICATE OF DESIGNATIONS – SERIES G PREFERRED STOCK
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Item 1.01 Entry into a Material Definitive Agreement. On September 28, 2008, each of Lloyd C. Blankfein, Gary D. Cohn, Jon Winkelried and David A. Viniar (each an “Executive”) executed a letter agreement with The Goldman Sachs Group, Inc. (the “Company”) in which the Executive agreed that, with certain exceptions, until the earlier of October 1, 2011 and the date of redemption of all of the Company’s 10% Cumulative Perpetual Preferred Stock, Series G, par value $0.01 per share and having a liquidation value of $100,000 per share (the “Series G Preferred Stock”), (i) the Executive will continue to satisfy the Special Transfer Restrictions (at the 75% level) which are set forth in the Amended and Restated Shareholders’ Agreement and described in the Company’s 2008 proxy statement; and (ii) the Executive, his spouse and any estate planning vehicles will not dispose of more than 10% of the aggregate number of shares of the Company’s voting common stock, par value $0.01 per share (the “Common Stock”), they beneficially owned on September 28, 2008. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 30, 2008, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations to its Restated Certificate of Incorporation establishing the terms of the Series G Preferred Stock. A copy of the Certificate of Designations is included as an exhibit to this Report on Form 8-K and is incorporated by reference into this Item 5.03. Item 8.01 Other Events. On October 1, 2008, the Company closed its previously announced sale to Berkshire Hathaway Inc. and certain affiliates of (1) 50,000 shares of the Series G Preferred Stock and (2) a warrant to purchase 43,478,260 shares of Common Stock for an aggregate purchase price of $5.0 billion in cash.
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Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being filed as part of this Report on Form 8-K: 3.1 Certificate of Designations with respect to the Series G Preferred Stock.
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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorised. THE GOLDMAN SACHS GROUP, INC.
Date: October 2, 2008 By: /s/ Kenneth L. Josselyn Name: Kenneth L. Josselyn Title: Associate General Counsel and
Assistant Secretary Senior executives at the New York-based bank have agreed to keep the majority of their shares in the company for at least three years, or until Warren Buffett’s Berkshire Hathaway Inc. redeems the Goldman preferred stock it bought last week, whichever comes first, according to a regulatory filing. The executives, chief executive Lloyd Blankfein, chief financial officer David Viniar, and co-chief operating officers Gary Cohn and Jon Winkelried, signed a letter on Sept 28 stating that they, their families and estates would not sell more than 10% their common shares in Goldman until Oct 1, 2011, or until Berkshire redeems the $5 billion in Goldman preferred stock it bought last week when it gave the investment bank a major boost.
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