Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-112367
Prospectus Supplement to the Prospectus dated February 6, 2004 and the
Prospectus Supplement dated February 6, 2004 -- No. 464
$1,249,950,000*
THE GOLDMAN SACHS GROUP, INC.
Medium-Term Notes, Series B
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The notes being purchased have the following terms:
PRINCIPAL AMOUNT: $1,249,950,000*
STATED MATURITY: March 30, 2007
SPECIFIED CURRENCY: U.S. dollars
- principal: U.S. dollars
- interest: U.S. dollars
- exchange rate agent: not applicable
ORIGINAL ISSUE DATE:
April 1, 2004 (for the original notes)
December 30, 2004 (for the reopened notes)
DATE FROM WHICH INTEREST ACCRUES:
April 1, 2004 (for the original notes)
December 30, 2004 (for the reopened notes)
ORIGINAL ISSUE PRICE:
100% (for the original notes)
100.0662% (for the reopened notes)
NET PROCEEDS TO GOLDMAN SACHS:
99.750% (for the original notes)
99.8912% (for the reopened notes)
ORIGINAL ISSUE DISCOUNT NOTES: no
- total amount of OID:
- yield to maturity:
- initial accrual period OID:
FORM OF NOTES:
- master global form only: yes
- non-global form available: no
REDEMPTION AND REPAYMENT: not applicable
- redemption commencement date:
- repayment date(s):
- redemption or repayment price(s):
IF INTEREST RATE IS FIXED: not applicable
- annual rate:
- interest payment date:
- regular record date:
IF INTEREST RATE IS FLOATING: YES
- base rate:
- commercial paper rate:
- prime rate:
- LIBOR: YES
- Moneyline Telerate LIBOR page: 3750
- Reuters screen LIBOR page: no
- index currency: U.S. dollars
- EURIBOR:
- treasury rate:
- CMT rate:
- Moneyline Telerate page 7051:
- Moneyline Telerate page 7052 (weekly/monthly):
- CMT index maturity (if not two years):
- CD rate:
- federal funds rate:
- 11th district rate:
- index maturity: three months
- spread: +10 basis points
- spread multiplier: none
- base rate: 2.55% (in effect from the December 30, 2004 to the March 30,
2005 interest reset date)
- maximum rate: none
- minimum rate: none
- interest reset dates: quarterly -- on March 30, June 30, September 30 and
December 30, commencing on June 30, 2004 (for the original notes) and
March 30, 2005 (for the reopened notes)
- interest payment dates: March 30, June 30, September 30 and
December 30, commencing on June 30, 2004 (for the original notes) and
March 30, 2005 (for the reopened notes)
- calculation agent: The Bank of New York
DEFEASANCE APPLIES AS FOLLOWS: not applicable
- full defeasance -- i.e., our right to be relieved of all our obligations
on the note by placing funds in trust for the investor:
- covenant defeasance -- i.e., our right to be relieved of specified
provisions of the note by placing funds in trust for the investor:
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*This prospectus supplement relates to $1,249,950,000 principal amount of
notes. $247,600,000 principal amount of the notes is being initially offered on
the date of this prospectus supplement, which we refer to as the "reopened
notes". The remaining $1,002,350,000 principal amount of the notes was issued on
April 1, 2004, which we refer to as the "original notes". The reopened notes and
the original notes have identical terms and are part of a single series of
senior debt securities under our senior debt indenture. The reopened notes and
the original notes are referred to together as the "notes".
The information above, if any, about the original issue date, original issue
price, net proceeds and original issue discount relates to the initial sale of
the notes. If the notes are sold in a market-making transaction after their
initial sale, information about the price paid and the date of the sale will be
provided in a separate confirmation of sale. Please refer to the accompanying
prospectus dated February 6, 2004 and prospectus supplement dated February 6,
2004 for additional information about the notes being purchased.
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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 PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Goldman Sachs may use this prospectus supplement in the initial sale of the
notes. In addition, Goldman, Sachs & Co. or any other affiliate of Goldman Sachs
may use this prospectus supplement in a market-making transaction in the notes
after their initial sale. UNLESS GOLDMAN SACHS OR ITS AGENT INFORMS THE
PURCHASER OTHERWISE IN THE CONFIRMATION OF SALE, THIS PROSPECTUS SUPPLEMENT IS
BEING USED IN A MARKET-MAKING TRANSACTION.
GOLDMAN, SACHS & CO.
BLAYLOCK & PARTNERS, L.P. GUZMAN & COMPANY
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Prospectus Supplement dated December 23, 2004.
SUPPLEMENTAL PLAN OF DISTRIBUTION
The Goldman Sachs Group, Inc. and the underwriters for this offering named
below have entered into a terms agreement and a distribution agreement with
respect to the $247,600,000 principal amount of the notes initially offered on
the date of this prospectus supplement. The remaining $1,002,350,000 principal
amount of the notes was purchased by Goldman, Sachs & Co. and certain other
underwriters in connection with the initial offering and sale of those notes and
their issuance on April 1, 2004. Subject to certain conditions, each underwriter
named below has severally agreed to purchase the principal amount of reopened
notes indicated in the following table.
<Table>
<Caption>
PRINCIPAL AMOUNT
OF THE
UNDERWRITERS REOPENED NOTES
- ------------ ----------------
Goldman, Sachs & Co. ........ $242,648,000
Blaylock & Partners, L.P. ... 2,476,000
Guzman & Company............. 2,476,000
------------
Total...................... $247,600,000
============
</Table>
The reopened notes sold by the underwriters to the public will initially be
offered at the original issue price set forth on the cover of this prospectus
supplement. The underwriters intend to purchase the reopened notes from The
Goldman Sachs Group, Inc. at a purchase price equal to the original issue price
less a discount of 0.175% of the principal amount of the reopened notes. Any
reopened notes sold by the underwriters to securities dealers may be sold at a
discount from the original issue price of up to 0.100% of the principal amount
of the reopened notes. Any such securities dealers may resell any reopened notes
purchased from the underwriters to certain other brokers or dealers at a
discount from the original issue price of up to 0.050% of the principal amount
of the reopened notes. If all of the reopened notes are not sold at the original
issue price, the underwriters may change the offering price and the other
selling terms.
Please note that the information about the original issue price and net
proceeds to The Goldman Sachs Group, Inc. on the front cover page relates only
to the initial sale of the notes. If you have purchased a note in a
market-making transaction after the initial sale, information about the price
and date of sale to you will be provided in a separate confirmation of sale.
Each underwriter has represented and agreed that it will not offer or sell
the notes in the United States or to United States persons except if such offers
or sales are made by or through National Association of Securities Dealers
(NASD) member broker-dealers registered with the U.S. Securities and Exchange
Commission.
Each underwriter has represented, warranted and agreed that: (i) it has not
offered or sold and, prior to the expiry of a period of six months from the
original issue date, will not offer or sell any notes to persons in the United
Kingdom except to persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have not
resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995; (ii) it
has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000 (FSMA)) received by it in connection with the issue or sale of any
notes in circumstances in which section 21(1) of the FSMA does not apply to the
Issuer; and (iii) it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to the notes in,
from or otherwise involving the United Kingdom.
None of the named underwriters is permitted to sell notes in this offering
to an account over which it exercises discretionary authority without the prior
written approval of the customer to which the account relates.
The Goldman Sachs Group, Inc. estimates that its share of the total
offering
S-2
expenses, excluding underwriting discounts and commissions, whether paid to
Goldman, Sachs & Co. or any other underwriter, will be approximately $360,000
for the notes ($100,000 for the reopened notes).
In the future, Goldman, Sachs & Co. or other affiliates of The Goldman
Sachs Group, Inc. may repurchase and resell the notes in market-making
transactions, with resales being made at prices related to prevailing market
prices at the time of resale or at negotiated prices. For more information about
the plan of distribution and possible market-making activities, see "Plan of
Distribution" in the accompanying prospectus and "Supplemental Plan of
Distribution" in the accompanying prospectus supplement.
The Goldman Sachs Group, Inc. has agreed to indemnify the several
underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
Certain of the underwriters and their affiliates have in the past provided,
and may in the future from time to time provide, investment banking and general
financing and banking services to The Goldman Sachs Group, Inc. and its
affiliates, for which they have in the past received, and may in the future
receive, customary fees. The Goldman Sachs Group, Inc. and its affiliates have
in the past provided, and may in the future from time to time provide, similar
services to the underwriters and their affiliates on customary terms and for
customary fees.
S-3
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No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the notes offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
<Table>
<Caption>
Page
----
Supplemental Plan of Distribution.............. S-2
Prospectus Supplement dated February 6, 2004
Use of Proceeds................................ S-2
Description of Notes We May Offer.............. S-3
United States Taxation......................... S-20
Employee Retirement Income Security Act........ S-20
Supplemental Plan of Distribution.............. S-20
Validity of the Notes.......................... S-22
Prospectus dated February 6, 2004
Available Information.......................... 2
Prospectus Summary............................. 4
Ratio of Earnings to Fixed Charges............. 8
Use of Proceeds................................ 8
Description of Debt Securities We May Offer.... 9
Description of Warrants We May Offer........... 31
Description of Purchase Contracts We May
Offer........................................ 48
Description of Units We May Offer.............. 53
Description of Preferred Stock We May Offer.... 58
The Issuer Trusts.............................. 66
Description of Capital Securities and Related
Instruments.................................. 69
Description of Capital Stock of the The Goldman
Sachs Group, Inc. ........................... 93
Legal Ownership and Book-Entry Issuance........ 98
Considerations Relating to Securities Issued in
Bearer Form.................................. 104
Considerations Relating to Indexed
Securities................................... 109
Considerations Relating to Securities
Denominated or Payable in or Linked to a Non-
U.S. Dollar Currency......................... 112
Considerations Relating to Capital
Securities................................... 115
United States Taxation......................... 118
Plan of Distribution........................... 141
Employee Retirement Income Security Act........ 144
Validity of the Securities..................... 144
Experts........................................ 144
Cautionary Statement Pursuant to the Private
Securities Litigation Reform Act of 1995..... 145
</Table>
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$1,249,950,000
THE GOLDMAN SACHS
GROUP, INC.
Medium-Term Notes, Series B
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[GOLDMAN SACHS LOGO]
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GOLDMAN, SACHS & CO.
BLAYLOCK & PARTNERS, L.P.
GUZMAN & COMPANY
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