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):
December 20, 2002
THE GOLDMAN SACHS GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE NO. 001-14965 NO. 13-4019460
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
85 BROAD STREET
NEW YORK, NEW YORK 10004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 902-1000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On December 20, 2002, as part of a global settlement involving the leading
securities firms operating in the United States, agreements in principle were
announced among The Goldman Sachs Group, Inc.'s U.S. broker-dealer subsidiary
Goldman, Sachs & Co. ("Goldman Sachs") and the United States Securities and
Exchange Commission, the New York Stock Exchange, the National Association of
Securities Dealers, the Utah Division of Securities, the New York State
Attorney General and the North American Securities Administrators Association
(in the case of Utah and NASAA, on behalf of state securities regulators) to
resolve their investigations of Goldman Sachs relating to investment research
analysts' conflicts of interest. Pursuant to the agreements in principle,
Goldman Sachs has agreed, among other things, to (i) pay $50 million in
retrospective relief, (ii) contribute $50 million over five years to provide
independent third-party research to clients, (iii) contribute $10 million for
investor education, and (iv) adopt internal structural and other safeguards to
further ensure the integrity of Goldman Sachs investment research. In
connection with the agreements, Goldman Sachs will also be adopting
restrictions on the allocation of shares in initial public offerings to
executives and directors of public companies.
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 authorized.
THE GOLDMAN SACHS GROUP, INC.
(Registrant)
Date: December 23, 2002 By: /s/ Gregory K. Palm
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Name: Gregory K. Palm
Title: Executive Vice President
and General Counsel