Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112367
[GOLDMAN SACHS LOGO]
Pricing Supplement to the Prospectus Supplement No. 371 dated
February 6, 2004 -- No. 429
The Goldman Sachs Group, Inc.
Medium-Term Notes, Series B
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$8,433,414
6.75% Mandatory Exchangeable Notes due June 2005
(Exchangeable for Common Stock of Intel Corporation)
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This pricing supplement and the accompanying prospectus supplement no.
371, relating to the mandatory exchangeable notes, should be read together.
Because the mandatory exchangeable notes are part of a series of our debt
securities called Medium-Term Notes, Series B, this pricing supplement and the
accompanying prospectus supplement no. 371 should also be read with the
accompanying prospectus dated February 6, 2004, as supplemented by the
accompanying prospectus supplement dated February 6, 2004. Terms used here have
the meanings given them in the accompanying prospectus supplement no. 371,
unless the context requires otherwise.
The mandatory exchangeable notes offered by this pricing supplement,
which we call the "offered notes" or the "notes", have the terms described in
the accompanying prospectus supplement no. 371, as supplemented or modified by
the following:
Issuer: The Goldman Sachs Group, Inc.
Face amount: each offered note will have a face amount equal to $20.07, which is
the initial index stock price; the aggregate face amount for all the offered
notes is $8,433,414
Initial index stock price: $20.07
Original issue price: 100% of the face amount
Net proceeds to the issuer: 99.95% of the face amount
Trade date: September 3, 2004
Settlement date (original issue date): September 13, 2004
Stated maturity date: June 13, 2005, unless extended for up to six business
days
Interest rate (coupon): 6.75% per year
Interest payment dates: the 13th day of each month, beginning October 13, 2004
Regular record dates: for the interest payment dates specified above, five
business days before the 13th day of each month
Index stock and index stock issuer: common stock of Intel Corporation
CUSIP no.: 38143U176
Your investment in the notes involves certain risks. We encourage you to
read "Additional Risk Factors Specific to Your Note" beginning on page S-3 of
the accompanying prospectus supplement no. 371 so that you may better understand
those risks. The offered notes are not principal-protected and the payment
amount is capped.
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Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this pricing supplement. Any representation to the contrary is a
criminal offense.
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Goldman Sachs may use this pricing supplement in the initial sale of the
offered notes. In addition, Goldman, Sachs & Co. or any other affiliate of
Goldman Sachs may use this pricing supplement in a market-making transaction in
an offered note after its initial sale. Unless Goldman Sachs or its agent
informs the purchaser otherwise in the confirmation of sale, this pricing
supplement is being used in a market-making transaction.
Goldman, Sachs & Co.
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Pricing Supplement dated September 3, 2004.
Principal amount: On the stated maturity date, each offered
note will be exchanged for index stock at
the exchange rate or, at the option of
Goldman Sachs, for the cash value of that
stock based on the final index stock
price.
Exchange rate: If the final index stock price equals or
exceeds the threshold appreciation price,
then the exchange rate will equal the
threshold fraction times one share of
index stock for each $20.07 of the
outstanding face amount. Otherwise, the
exchange rate will equal one share of the
index stock for each $20.07 of the
outstanding face amount. The exchange rate
is subject to anti-dilution adjustment as
described in the accompanying prospectus
supplement no. 371. Please note that the
amount you receive for each $20.07 of
outstanding face amount on the stated
maturity date will not exceed the
threshold appreciation price and that it
could be substantially less than $20.07.
You could lose your entire investment in
the offered notes.
Initial index stock price: $20.07 per share.
Final index stock price: The closing price of one share of the
index stock on the determination date,
subject to anti-dilution adjustment.
Threshold appreciation price: The initial index stock price times 1.20,
which equals $24.084 per share.
Threshold fraction: The threshold appreciation price divided
by the final index stock price.
Determination date: The fifth business day prior to June 13,
2005 unless extended for up to five
business days.
No listing: The offered notes will not be listed on
any securities exchange or interdealer
market quotation system.
Intel Corporation: According to its publicly available
documents, Intel Corporation is a
semiconductor chip maker and supplier of
advanced technology solutions for the
computing and communications industries.
Information filed with the SEC by Intel
Corporation under the Exchange Act can be
located by referencing its SEC file
number: 000-06217.
Historical trading price The index stock is traded on the Nasdaq
information: National Market System under the symbol
"INTC". The following table shows the
quarterly high and low trading prices and
the quarterly closing prices for the index
stock on the Nasdaq National Market System
for the four calendar quarters in each of
2002 and 2003 and the three calendar
quarters in 2004, through September 3,
2004. We obtained the trading price
information shown below from Bloomberg
Financial Services, without independent
verification.
S-2
High Low Close
2002 -------- --------- -------
Quarter ended March 31........... 35.79 28.55 30.41
Quarter ended June 30............ 31.20 18.27 18.27
Quarter ended September 30....... 19.59 13.89 13.89
Quarter ended December 31........ 21.05 13.22 15.57
2003
Quarter ended March 31........... 18.90 15.05 16.28
Quarter ended June 30............ 22.14 16.42 20.81
Quarter ended September 30....... 29.18 21.41 27.52
Quarter ended December 31........ 34.12 28.62 32.05
2004
Quarter ended March 31........... 34.24 26.16 27.20
Quarter ended June 30............ 28.99 25.73 27.60
Quarter ending September 30
(through September 3, 2004) ... 27.02 20.05 20.05
Closing price on September 3,
2004........................... 20.05
As indicated above, the market price of
the index stock has been highly volatile
during recent periods. It is impossible to
predict whether the price of the index
stock will rise or fall, and you should
not view the historical prices of the
index stock as an indication of future
performance. See "Additional Risk Factors
Specific to Your Note -- The Market Price
of Your Note May Be Influenced by Many
Unpredictable Factors" in the accompanying
prospectus supplement no. 371.
Hypothetical payment amount: The table below shows the hypothetical
payment amounts that we would deliver on
the stated maturity date in exchange for
each $20.07 of the outstanding face amount
of your note, if the final index stock
price were any of the hypothetical prices
shown in the left column. For this
purpose, we have assumed that there will
be no anti-dilution adjustments to the
exchange rate and no market disruption
events.
The prices in the left column represent
hypothetical closing prices for one share
of index stock on the determination date
and are expressed as percentages of the
initial index stock price, which equals
$20.07 per share. The amounts in the right
column represent the hypothetical cash
value of the index stock to be exchanged,
based on the corresponding hypothetical
final index stock prices, and are
expressed as percentages of the initial
index stock price. Thus, a hypothetical
payment amount of 100% means that the cash
value of the index stock that we would
deliver in exchange for each $20.07 of the
outstanding face amount of your note on
the stated maturity date would equal 100%
of the initial index stock price, or
$20.07, based on the corresponding
hypothetical final index stock price and
the assumptions noted above.
S-3
Hypothetical Final Index Hypothetical Payment
Stock Price as % of Amounts as % of
Initial Index Stock Price $20.07 Face Amount
------------------------- ------------------
200% 120%
175% 120%
150% 120%
125% 120%
110% 110%
100% 100%
75% 75%
50% 50%
0% 0%
The payment amounts shown above are
entirely hypothetical; they are based on
market prices for the index stock that may
not be achieved on the determination date
and on assumptions that may prove to be
erroneous. The actual market value of your
note on the stated maturity date or at any
other time, including any time you may
wish to sell your note, may bear little
relation to the hypothetical payment
amounts shown above, and those amounts
should not be viewed as an indication of
the financial return on an investment in
the offered notes or on an investment in
the index stock. Please read "Additional
Risk Factors Specific to Your Note" and
"Hypothetical Payment Amounts on Your
Note" in the accompanying prospectus
supplement no. 371.
Payments on your note are economically
equivalent to the amounts that would be
paid on a combination of other
instruments. For example, payments on your
note are economically equivalent to the
amounts that would be paid on a
combination of an interest-bearing bond
bought, and an option sold, by the holder
(with an implicit option premium paid over
time to the holder). The discussion in
this paragraph does not modify or affect
the terms of the offered notes or the
United States income tax treatment of the
offered notes as described under
"Supplemental Discussion of Federal Income
Tax Consequences" in the accompanying
prospectus supplement no. 371.
Hedging: In anticipation of the sale of the offered
notes, we and/or our affiliates have
entered into hedging transactions
involving purchases of the index stock on
the trade date. For a description of how
our hedging and other trading activities
may affect the value of your note, see
"Additional Risk Factors Specific to Your
Note -- Our Business Activities May Create
Conflicts of Interest Between You and Us"
and "Use of Proceeds and Hedging" in the
accompanying prospectus supplement no.
371.
S-4