UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 5
aaiPharma Inc.
(f/k/a Applied Analytical Industries, Inc.)
- ------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
- ------------------------------------------------------------------------------
(Title of Class of Securities)
00252W 10 4
-------------------------------------------------------------------
(CUSIP Number)
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attn: David J. Greenwald, Esq.
(212) 902-1000
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 24, 2002
-------------------------------------------------------------------
(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(b)(3) or (4), check the
following box [ ].
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 2 of 28 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 2,276,929
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,276,929
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,276,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
14 TYPE OF REPORTING PERSON*
BD-PN-IA
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 3 of 28 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
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 2,276,929
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
2,276,929
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,276,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
14 TYPE OF REPORTING PERSON*
HC-CO
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 4 of 28 Pages
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 1,428,549
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,428,549
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,549
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 5 of 28 Pages
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 1,428,549
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,428,549
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,549
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 6 of 28 Pages
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 567,908
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
567,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 7 of 28 Pages
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 567,908
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
567,908
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
567,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 8 of 28 Pages
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 52,691
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
52,691
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,691
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
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 9 of 28 Pages
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 52,691
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
52,691
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,691
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
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 10 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stone Street Fund 1995, 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 107,132
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
107,132
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,132
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
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 11 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bridge Street Fund 1995, 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 120,552
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
120,552
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,552
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 00252W 10 4 Page 12 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stone Street 1995, 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 227,684
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
227,684
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
227,684
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
<PAGE>
AMENDMENT NO. 5 TO
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
AAIPHARMA INC.
GS Capital Partners II, L.P. ("GSCP"), GS Capital Partners II
Offshore, L.P. ("GSCP II Offshore"), GS Capital Partners II (Germany) Civil
Law Partnership (with limitation of liability) ("GSCP II Germany"), Stone
Street Fund 1995, L.P. ("1995 Stone") and Bridge Street Fund 1995, L.P.
("1995 Bridge" and together with GSCP, GSCP II Offshore, GSCP II Germany
and 1995 Stone, the "Limited Partnerships"), Stone Street 1995, L.L.C.
("Stone GP"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors, L.L.C.
("GS Advisors"), GS Advisors II, L.L.C. ("GS Advisors II"), Goldman, Sachs
& Co. oHG ("GS oHG") and The Goldman Sachs Group, Inc. ("GS Group" and,
together with Goldman Sachs, GS Advisors, GS Advisors II, GS oHG, Stone GP
and the Limited Partnerships, the "Filing Persons")(FN1) hereby amend and
supplement the statement on Schedule 13D filed with respect to the Common
Stock, $0.001 par value (the "Common Stock"), of aaiPharma Inc., a Delaware
corporation (the "Company"), as most recently amended by Amendment No. 4
thereto filed April 8, 2002 (as amended, the "Schedule 13D"). Goldman Sachs
and GS Group may be deemed, for purposes of this Statement, to beneficially
own Common Stock through the Limited Partnerships. Goldman Sachs and GS
Group each disclaims beneficial ownership of 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. In addition, Goldman Sachs and GS Group may be deemed,
for purposes of this Statement, to beneficially own from time to time
Common Stock held in client accounts with respect to which Goldman Sachs or
employees of Goldman Sachs have voting or investment discretion, or both
("Managed Accounts"). Goldman Sachs and GS Group each disclaims beneficial
ownership of Common Stock held in Managed Accounts. Goldman Sachs and GS
Group may also be deemed, for purposes of this Statement, to beneficially
own from time to time Common Stock 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.
- --------------------------
(FN1) 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. 5 is being filed to report (a) the withdrawal of a
proposed registration and underwritten offering of the Common Stock in
which the Limited Partnership had elected to participate and (b) a decrease
in the percentage of the outstanding Common Stock which may be deemed to be
beneficially owned by certain of the Filing Persons, which change was as a
result of an increase in the number of shares of Common Stock reported to
be outstanding by the Company and a decrease in the number of shares of
Common Stock held in Managed Accounts.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
Item 2 is hereby amended by amending and restating Schedules I, II-A-i and
II-A-ii hereto to read in their entirety as attached hereto and is hereby
amended and restated as follows:
Each of GSCP, a Delaware limited partnership, GSCP II Offshore, a
Cayman Islands exempted limited partnership, and GSCP II Germany, a German
civil law partnership, was formed for the purpose of investing in equity
and equity-related securities primarily acquired or issued in leveraged
acquisitions, reorganizations and other private equity transactions. GS
Advisors, a Delaware limited liability company and the successor by merger
to GS Advisors, L.P., is the sole general partner of GSCP. GS Advisors II,
a Delaware limited liability company and the successor to GS Advisors II
(Cayman), L.P., is the sole general partner of GSCP II Offshore. GS oHG is
the sole managing partner of GSCP II Germany. 1995 Stone and 1995 Bridge,
each a Delaware limited partnership, were formed for the purpose of
investing in equity and equity-related securities primarily acquired or
issued in leveraged acquisitions, reorganizations and other private equity
transactions and in other financial instruments. Stone GP, a Delaware
limited liability company and the successor by merger to Stone Street Value
Corp., is the sole general partner of 1995 Stone and sole managing general
partner of 1995 Bridge. Goldman Sachs, a New York limited partnership, is
an investment banking firm and a member of the New York Stock Exchange,
Inc. and other national exchanges. Goldman Sachs is a wholly owned direct
and indirect subsidiary of GS Group. Goldman Sachs also serves as the
investment manager for GSCP II Offshore and GSCP II Germany and is the
manager of each of GS Advisors, GS Advisors II and Stone GP. As of May 7,
1999, The Goldman Sachs Group, L.P. was merged with and into GS Group, with
GS Group as the surviving entity. GS Group is a Delaware corporation and a
holding company that (directly or indirectly through subsidiaries or
affiliated companies or both) is a leading investment banking organization.
The principal business address of each Filing Person (other than GSCP II
Offshore, GSCP II Germany and GS oHG), is 85 Broad Street, New York, NY
10004. The principal business address of GSCP II Offshore is M&C Corporate
Services Limited, P.O. Box 309, Grand Cayman, Cayman Islands. The principal
business address for each of GSCP II Germany and GS oHG is MesseTurm, 60308
Frankfurt am Main, Germany.
The name, business address and present principal occupation or
employment and citizenship of each director of GS Group are set forth in
Schedule I hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and
citizenship of each executive officer of GS Advisors and GS Advisors II are
set forth in Schedule II-A-i hereto and are incorporated herein by
reference. The name, business address, present principal occupation or
employment and citizenship of each member of the Principal Investment Area
Investment Committee of Goldman Sachs, which is responsible for making all
investment and management decisions for GS Advisors, GS Advisors II and
Stone GP on behalf of Goldman Sachs, are set forth in Schedule II-A-ii
hereto and are incorporated herein by reference. The name, business
address, present principal occupation or employment and citizenship of each
executive officer of Stone GP are set forth in Schedule II-B-i hereto and
are incorporated herein by reference. The name, business address, present
principal occupation or employment and citizenship of each executive
officer and director of Goldman, Sachs & Co. Finanz GmbH, which is the sole
managing general partner of GS oHG, are set forth in the amended Schedule
II-C hereto, and are incorporated herein by reference.
During the last five years, none of the Filing Persons, or to the
knowledge of each of the Filing Persons, any of the persons listed on
Schedules I, II-A-i, II-A-ii, II-B-i, or II-C hereto, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) except as set forth in Schedule III hereto, has been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violation with respect to such laws.
The Filing Persons have entered into a Joint Filing Agreement, dated
as of March 30, 2000, a copy of which is attached as an exhibit hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 is hereby amended by amending and restating Schedule IV hereto to
read in its entirety as attached hereto and is hereby amended and restated
as follows:
Schedule IV sets forth transactions in the Common Stock which have
been effected during the period from April 6, 2002 through May 24, 2002,
all of which were effected in the ordinary course of business of Goldman
Sachs.
ITEM 4. PURPOSE OF THE TRANSACTION.
--------------------------
Item 4 is hereby amended and restated as follows:
Each of the Limited Partnerships purchased, on November 17, 1995,
shares of Series A Preferred Stock for the purpose of acquiring an equity
interest in the Company. Those shares of Series A Preferred Stock converted
into 2,276,832 shares of Common Stock upon consummation of the Company's
initial public offering (the "IPO") of shares of Common Stock on September
25, 1996. The other shares of Common Stock beneficially owned by Goldman
Sachs were acquired in the ordinary course of its business.
None of the Filing Persons or, to the knowledge of the Filing Persons,
any of the Limited Partnerships that is not a Filing Person or any of the
persons listed on Schedule I, II-A-i, II-A-ii, II-B-i or II-C hereto has
any present plans or intentions which would result in or relate to any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. So long as the Limited Partnerships beneficially own 10% or
more of the outstanding shares of Common Stock, the Limited Partnerships
have the right to designate one person to serve on the Board of Directors
of the Company pursuant to the Stockholders Agreement, the terms of which
and the rights of the Limited Partnerships under which are more fully
described in Item 6. In addition, in connection with the IPO, the Limited
Partnerships agreed not to sell or otherwise dispose of any shares of
Common Stock for a period of 180 days after September 19, 1996 (the
"Lock-up Agreement"). The Lock-up Agreement is further described in Item 6.
On March 25, 2002, the Company notified the Limited Partnerships that
the Company proposed to register and sell shares of Common Stock in an
underwritten public offering. On April 5, 2002, in accordance with the
Registration Rights Agreement, the Limited Partnerships notified the
Company of their election to participate in the proposed registration and
requested, in aggregate, registration of 1,265,600 shares of Common Stock,
including up to 127,600 shares for inclusion in the underwriters' allotment
option. The request for registration and inclusion in the contemplated
offering was made by the Limited Partnerships on a pro rata basis, based on
relative ownership of Common Stock. Under the terms of the Registration
Rights Agreement, any Limited Partnership may withdraw its election by
giving written notice to the Company, provided that (1) such withdrawal is
made prior to the earlier of the execution of the underwriting agreement or
the execution of the custody agreement with respect to the registration and
(2) such withdrawal shall be irrevocable, and after making such a
withdrawal the Limited Partnership would no longer have any right to
include shares in the registration. Under the Registration Rights
Agreement, the Company may determine for any reason not to register, or to
delay registration of, the Common Stock. In addition, the Registration
Rights Agreement also provides that if the underwriters advise the Company
that the number of shares requested to be included in the registration
exceeds the largest number that can be sold in an orderly manner in such
offering within a prince range acceptable to the holders of a majority of
the shares to be registered, the number of shares to be included in the
offering may be reduced.
On April 5, 2002, the Company filed a registration statement (no.
333-85602) with the Securities and Exchange Commission relating to the
proposed offering. On May 24, 2002, the Company filed a withdrawal request
for registration statement no. 333-85602 relating to the proposed offering.
Each of the Filing Persons expects to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, the
market price of the Common Stock, conditions in the securities markets
generally, general economic and industry conditions and other factors.
Accordingly, each Filing Person reserves the right to change its plans and
intentions at any time, as it deems appropriate. In particular, the Filing
Persons may purchase additional shares of Common Stock or may sell shares
of Common Stock from time to time in public or private transactions, may
distribute Common Stock in-kind to their partners, and/or may enter into
privately negotiated derivative transactions with institutional
counterparties to hedge the market risk of some or all of its positions in
the Common Stock or other securities. Any such transactions may be effected
at any time or from time to time (subject to any applicable limitations
imposed on the sale of any of their shares of Common Stock by the
Securities Act of 1933, as amended (the "Securities Act"), and, in the case
of sales by the Limited Partnerships, subject to the other restrictions
described in Item 6 from time to time). 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-C to this Schedule 13D may make the same evaluation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Item 5 is hereby amended and restated as follows:
(a) As of May 24, 2002, GSCP beneficially owned, and GS Advisors may
be deemed to have beneficially owned, an aggregate of 1,428,549 shares of
Common Stock, representing in the aggregate approximately 7.8% of the
18,237,917 shares of Common Stock reported to be outstanding in the
Company's Registration Statement on Form S-4 filed on May 23, 2002 (the
"May S-4").
As of May 24, 2002, GSCP II Offshore beneficially owned, and GS
Advisors II may be deemed to have beneficially owned, an aggregate of
567,908 shares of Common Stock, representing in the aggregate approximately
3.1% of the 18,237,917 shares of the Common Stock reported to be
outstanding in the May S-4.
As of May 24, 2002, GSCP II Germany beneficially owned, and GS oHG may
be deemed to have beneficially owned, an aggregate of 52,691 shares of
Common Stock, representing in the aggregate approximately 0.3% of the
18,237,917 shares of the Common Stock reported to be outstanding in the May
S-4.
As of May 24, 2002, 1995 Stone beneficially owned an aggregate of
107,132 shares of Common Stock, representing in the aggregate approximately
0.6% of the 18,237,917 shares of Common Stock reported to be outstanding in
the May S-4.
As of May 24, 2002, 1995 Bridge beneficially owned an aggregate of
120,552 shares of Common Stock, representing in the aggregate approximately
0.7% of the 18,237,917 shares of Common Stock reported to be outstanding in
the May S-4.
As of May 24, 2002, Stone GP may be deemed to have beneficially owned
an aggregate of 227,684 shares of Common Stock, which are owned by 1995
Stone and 1995 Bridge as described above, representing in the aggregate
approximately 1.2% of the 18,237,917 shares of Common Stock reported to be
outstanding in the May S-4.
As of May 24, 2002, each of Goldman Sachs and GS Group may be deemed
to have beneficially owned an aggregate of 2,276,929 shares of Common
Stock, including (i) 2,276,832 shares of Common Stock beneficially owned by
the Limited Partnerships as described above, (ii) 97 shares of Common Stock
acquired by Goldman Sachs in ordinary course trading activities, and (iii)
no shares of Common Stock held in Managed Accounts, representing in the
aggregate approximately 12.5% of the 18,237,917 shares of Common Stock
reported to be outstanding in the May S-4. Goldman Sachs and GS Group each
disclaim beneficial ownership of (i) 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 Goldman
Sachs, GS Group or their affiliates and (ii) shares of Common Stock held in
Managed Accounts.
In accordance with the Securities and Exchange Commission (the "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 the Filing Persons,
any of the persons listed on Schedule I, II-A-i, II-A-ii, II-B-i or II-C
hereto, beneficially owns any Common Stock 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 Shares beneficially owned by
such Filing Person as indicated in pages 2 through 12 above.
(c) Schedule IV sets forth transactions in the Common Stock, which
have been effected during the period from April 6, 2002 through May 24,
2002, all of which were effected in the ordinary course of business of
Goldman Sachs. The transactions in the Common Stock, described in Schedule
IV, were effected in The Nasdaq National Market. Except as set forth on
Schedule IV, no transactions in the Common Stock were effected by the
Filing Persons, or, to the knowledge of any of the Filing Persons, any of
the persons listed on Schedule I, II-A-i, II-A-ii, II-B-i or II-C hereto,
during the period from April 6, 2002 through May 24, 2002.
(d) Except for clients of Goldman Sachs who may have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any Common Stock held in Managed Accounts, 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 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 deleting the last paragraph and amending and
restating the second to last paragraph as follows:
Except as described herein, none of the Filing Persons or, to the
knowledge of each of the Filing Persons, any of the persons listed on
Schedule I or Schedule II-A-i, II-A-ii, II-B-i or II-C hereto is a party to
any contract, arrangement, understanding or relationship with respect to
any securities of the Company.
<PAGE>
SIGNATURES
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: May 29, 2002
GOLDMAN, SACHS & CO. THE GOLDMAN SACHS GROUP, INC.
By: /s/ Hans L. Reich By: /s/ Hans L. Reich
- ---------------------------------- ----------------------------------
Name: Hans L. Reich Name: Hans L. Reich
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS II, L.P. GS ADVISORS, L.L.C.
By: /s/ Hans L. Reich By: /s/ Hans L. Reich
- ---------------------------------- ----------------------------------
Name: Hans L. Reich Name: Hans L. Reich
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS II OFFSHORE, L.P. GS ADVISORS II, L.L.C.
By: /s/ Hans L. Reich By: /s/ Hans L. Reich
- ---------------------------------- ----------------------------------
Name: Hans L. Reich Name: Hans L. Reich
Title: Attorney-in-fact Title: Attorney-in-fact
GOLDMAN, SACHS & CO. OHG GS CAPITAL PARTNERS II (GERMANY)
CIVIL LAW PARTNERSHIP
(with limitation of liability)
By: /s/ Hans L. Reich By: /s/ Hans L. Reich
- ---------------------------------- ----------------------------------
Name: Hans L. Reich Name: Hans L. Reich
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET FUND 1995, L.P. BRIDGE STREET FUND 1995, L.P.
By: /s/ Hans L. Reich By: /s/ Hans L. Reich
- ---------------------------------- ----------------------------------
Name: Hans L. Reich Name: Hans L. Reich
Title: Attorney-in-fact Title: Attorney-in-fact
STONE STREET 1995, L.L.C.
By: /s/ Hans L. Reich
- ----------------------------------
Name: Hans L. Reich
Title: Attorney-in-fact
<PAGE>
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
Margaret C. Whitman President and Chief Executive Officer of
eBay Inc.
Morris Chang Chairman of Taiwan Semiconductor
Manufacturing Company Ltd.
Stephen Friedman Senior Principal of MMC Capital
<PAGE>
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. and 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., 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, Barry S. Volpert, Antoine L. Schwartz, Hughes
B. Lepic, Stephen S. Trevor, Peter Schiefer, Atul Kapur, Michel Plantevin,
Robert G. Doumar, Jr. and Ulrika Werdelin is Peterborough Court, 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 Joseph P. DiSabato and Melina E. Higgins
is 2765 Sand Hill Road, Menlo Park, CA 94025. 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. 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.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
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.
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 Vice President of 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.
Ulrika Werdelin Vice President Executive Director of Goldman Sachs
International
</TABLE>
<PAGE>
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., GS Advisors II, L.L.C. and Stone GP, 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, Barry S. Volpert 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, Sanjeev K.
Mehra is a citizen of India 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
Barry S. Volpert 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
<PAGE>
SCHEDULE II-B-i
The name, position and present principal occupation of each executive
officer of Stone Street 1995, L.L.C., the sole general partner of Stone
Street Fund 1995, L.P. and the managing general partner of Bridge Street
Fund 1995, 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, Muneer A. Satter,
Antoine L. Schwartz, Hughes B. Lepic, Syaru (Shirley) Lin, Stephen S.
Trevor, Peter Schiefer, Joseph P. DiSabato, Atul Kapur, Michel Plantevin,
Robert G. Doumar, Jr., Melina E. Higgins, 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, Robert G. Doumar,
Jr. and Ulrika Werdelin is Peterborough Court, 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 Joseph P. DiSabato and Melina E. Higgins is 2765 Sand
Hill Road, Menlo Park, CA 94025. 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
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.
<TABLE>
<CAPTION>
Name Positions Present Principal Occupation
- ----- --------- ----------------------------
<S> <C> <C>
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.
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/ Assistant Managing Director of
Secretary Goldman, Sachs & Co.
Barry S. Volpert Vice President Managing Director of
Goldman Sachs International
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.
Patrick E. Mulvihill Assistant Treasurer Managing Director of
Goldman, Sachs & Co.
David J. Greenwald Vice President/Assistant Managing Director of
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
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.
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 Vice President of
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.
Richard J. Stingi Vice President Vice President of
Goldman, Sachs & Co.
Ulrika Werdelin Vice President Executive Director of
Goldman Sachs International
</TABLE>
<PAGE>
SCHEDULE II-C
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.
<TABLE>
<CAPTION>
Name Position Present Principal Occupation
- ---- -------- ----------------------------
<S> <C> <C>
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
</TABLE>
<PAGE>
SCHEDULE IV
aaiPharma Inc.
Cusip No. 00252W 10 4
- ---------------------------------------------------------------------------
Purchases Sales Price Trade Date Settlement Date
- ---------------------------------------------------------------------------
- ------ 300 17.53 21-May-02 24-May-02
- ---------------------------------------------------------------------------